Exhibit 10.1


 


Form
of Non-Employee Director Award Agreement


 


This
Non-Employee Director Appointment Agreement ("Agreement"), is effective as of [           ] (the "Effective Date"),
by and between Lilis Energy, Inc. a Nevada corporation (the "Company") and [           ] ("Director").


 


WHEREAS,
the Company wishes to retain Director's services as a non-employee director of the Company (a "Non-Employee Director")
under the terms set forth herein; and


 


WHEREAS,
the Director wishes to perform the services of a Non-Employee Director of the Company.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties agree as follows:


 


1.           Appointment:
The Company has appointed Director as a director on the board of directors (the "Board") of the Company, and Director
has accepted such position, on the terms and conditions set forth below. Director's authority shall be consistent with that normally
associated with and appropriate for such a position.


 


2.           Start
Date: Director's appointment to the Board was on [           ] (the "Appointment Date").


 


3.           Compensation
and Expenses:


 


(a)
Stock Compensation:


 


(i)          Initial
Grant. On [            ], the Company issued to Director 100,000
shares (the "Initial Grant") of the Company's common stock, par value $0.0001 (the "Common Stock"), which
Common Stock shall vest, subject to acceleration as provided below, in the following increments on the specified dates, so
long as Director is a director on such date:


 


		(A)	33,334
                                         shares shall vest on the [first anniversary of the Appointment Date];



 


		(B)	33,333
                                         shares shall vest on [the second anniversary of the Appointment Date]; and



 


		(C)	33,333
                                         shares shall vest on [the third anniversary of the Appointment Date].



 


(ii)         Annual
Grants. On each annual anniversary of the Appointment Date, so long as Director is a director on such date, the Company shall
issue to Director a number of shares of Common Stock equal to $60,000 divided by the most recent per share closing price of the
Common Stock on the national securities exchange on which the Common Stock is traded prior to the date of each annual grant, or
if the Company is not listed on a national exchange, the fair market value of the Common Stock as determined by the Board in good
faith on such date, which Common Stock shall be fully vested upon issuance.


 


(iii)        Acceleration
of Vesting. Notwithstanding any provision to the contrary, the Initial Grant and any other grants of Common Stock to Director
not then vested shall vest upon the earlier to occur of a Change in Control (as defined below) of the Company (provided Director
is a director immediately prior to the Change in Control).


 




    	 



    	 



    

 


For
purposes of this Agreement, "Change in Control" shall mean the occurrence, subsequent to the Effective Date, of any
of the following: (A) by a transaction or series of transactions, any "person" or "group" (within the meaning
of Section 13 (d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 30% of the
combined voting power of the Company's then outstanding securities (provided such person or group was not a beneficial owner of
more than 30% of the combined voting power of the Company's then outstanding securities as of the Effective Date); (B) as a result
of any merger, consolidation, combination or sale or issuance of securities of the Company, or as a result of or in connection
with a contested election of directors, the persons who were directors of the Company as of the Effective Date cease to constitute
a majority of the Board; (C) by a transaction or series of transactions, the authority of the Board over any activities of the
Company becomes subject to the consent, agreement or cooperation of a third party other than shareholders of the Company.


 


(b)
Cash Compensation:


 


(i)
          Award Amount. On a quarterly basis beginning at the end of the first full quarter following the Appointment Date,
the Company shall pay to Director $15,000 in cash compensation as director's fees.


 


(ii)
         Award Amount for Committee Chairman. On a quarterly basis, beginning at the end of the first full quarter following
the appointment of Director to Chairman of the Board, Chairman of the Audit Committee or Chairman of the Compensation Committee,
the Company shall pay to Director $12,500, $6,250 and $6,250 respectively in cash compensation as director's fees.


 


(iii)
        Election to Receive Common Stock. At the Director’s election, in lieu of a cash payment referred to in Sections
(i and ii) (or a portion thereof, as elected by Director), Director may receive a number of shares of Common Stock (excluding
fractional shares, which shall be paid in cash (or carried over to the next payment if a Director elects to be paid all in Common
Stock), which is calculated by dividing the value of cash compensation (or a portion thereof), by the most recent per share closing
price of the Common Stock on the national securities exchange on which the Common Stock is traded prior to the date of each annual
or quarterly grant, as the case may be, or if the Company is not listed on a national exchange, the fair market value of the Common
Stock as determined by the Board in good faith on such date, which Common Stock shall be fully vested upon issuance. To be effective,
any such election shall be made by submitting a completed and executed election form (the “Election Form) to the Secretary
of the Company, an in accordance with the terms specified in the Election Form.


 


4.
          Scope of Responsibilities. As a Non-Employee Director, subject to the terms of the immediately following
paragraph, Director shall be responsible for contributing to the development and implementation of the Company's strategic
plan, locating and reviewing prospective acquisition targets, overseeing the development plan of acquired properties, and
providing input on the Company's development plan. Director shall provide those services required of a director under the
Company's articles of incorporation and bylaws, as both may be amended from time to time, and under the Nevada Revised
Statutes, the federal securities laws and other state and federal laws and regulations, as applicable; provided, however, in
the event of a conflict or inconsistency between this Agreement and any governing document of the Company, the governing
document of the Company shall control. In performing such activities, Director will devote only such time as he in his sole
discretion deems necessary and appropriate.


 




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Director
for his own account and in collaboration with others is engaged in and will continue to be engaged in oil and gas exploration,
development and production outside of the Company's business. The Company expressly acknowledges and agrees that if Director becomes
aware of a business opportunity, he shall have no affirmative duty to present or make such opportunity available to the Company.
Furthermore, in the event Director pursues an opportunity for his own account or in collaboration with others, the Company shall
not be entitled to any interest in or profits from such property or otherwise claim any right or damages resulting from Director's
pursuit of such opportunity.


 


The
relationship between the parties shall be that of non-employee contracting parties. The Board and the Company expressly acknowledge
and agree that neither shall have the right to direct Director with respect to the means or manner in which he fulfills his obligations
and responsibilities under this Agreement. The Board and the Company are solely interested in the results obtained by Director
in connection with his performance of services required hereunder. Except as specifically provided in this Agreement, the Company
hereby waives any conflict or potential conflict resulting from Director's activities conducted apart from the business of the
Company.


 


5.           Representations
and Warranties. The Company represents and warrants to Director that this Agreement has been duly authorized, executed and
delivered by the Company and, upon execution by Director, constitutes a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.


 


6.           Indemnity.
The Company agrees that if Director is made a party to or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that Director is or
was a trustee, director or officer of the Company or any predecessor or successor to the Company or any of their affiliates or
is or was serving at the request of the Company, any predecessor or successor to the Company or any of their affiliates as a trustee,
director, officer, member, employee or agent of another corporation or a partnership, joint venture, limited liability company,
trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis
of such Proceeding alleges action in an official capacity as a trustee, director, officer, member, employee or agent while serving
as a trustee, director, officer, member, employee or agent, Director shall be indemnified and held harmless by the Company to
the fullest extent authorized by Nevada law, as the same exists or may hereafter be amended, against all Costs (as defined below)
incurred or suffered by Director in connection therewith, and such indemnification shall be deemed to have commenced as of the
Appointment Date and shall continue as to Director even if he has ceased to be an officer, director, trustee or agent, or is no
longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators. The foregoing indemnity
is contractual and will survive any adverse amendment to or repeal of the bylaws or any other governing document of the Company.


 


(a)          Costs.
For purposes of this Section 6, the term "Costs" shall include, without limitation unless deemed for cause, damages,
losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys' fees, accountants' fees, and
disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification
under this Agreement.


 




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(b)          Enforcement.
If a claim or request under this Section 6 is not paid by the Company or on its behalf, within thirty (30) days after a written
claim or request has been received by the Company, Director may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim or request and if successful in whole or in part, Director be entitled to be paid also the expenses
of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable
Nevada law.


 


(c)          Payment
of Costs. Costs incurred by Director in connection with any Proceeding shall be paid by the Company within thirty (30) days'
notice of Director's request for such payment, provided that Director has delivered to the Company written notification of (i)
his agreement to reimburse the Company for Costs with respect to which Director is not eligible for payment or reimbursement,
and (ii) a statement of his good faith belief that he has satisfied the standard of conduct necessary for indemnification under
this Section 6.


 


(d)          Insurance.
The Company will maintain a Director's and Officer's Insurance Policy naming Director as a covered party in amount deemed mutually
sufficient to the Company and Director.


 


7.           Survival
of Certain Provisions. The representations, warranties and covenants and indemnity provisions contained in Sections 5 and
6 of this Agreement and the Company's obligation to pay or issue to Director, or to cause Director to vest in, any compensation
or compensatory awards earned pursuant hereto shall remain operative and in full force and effect regardless of any completion
or termination of this Agreement and shall be binding upon, and shall inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company, the indemnified parties and any such person.


 


8.           Notices.
Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be mailed or delivered (a) if to
the Company, at its offices at 1900 Grant Street, Suite 720, Denver Colorado 80203, attention Chief Executive Officer, with a
copy to Ariella Fuchs, Esq., General Counsel.


 


9.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument.


 


10.         Third
Party Beneficiaries. This Agreement has been and is made solely for the benefit of the Parties hereto, and their respective
successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.


 


11.          Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other
jurisdiction but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


12.          Legal
Fees. If any arbitration or litigation shall rise between the Company and Director regarding any provision of this Agreement,
the Company shall reimburse Director for all legal fees and expenses incurred by him in connection with such contest or dispute
unless an unlawful act has preceded, but only if Director substantially prevails in such action. Such reimbursement shall be made
as soon as practicable following the resolution of such contest or dispute (whether or not appealed) to the extent the Company
receives reasonable written evidence of such fees and expenses.


 




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13.          Reimbursement
of Expenses. Director shall be reimbursed by the Company for all ordinary and necessary expenses incurred by Director in the
performance of his duties or otherwise in furtherance of the business of the Company, as well as any expenses specified in this
Agreement, in accordance with the policies of the Company in effect from time to time. No reimbursement will be made later than
the close of the calendar year following the calendar year in which the expense was incurred. Expenses eligible for payment or
reimbursement in any one taxable year shall not affect the amount of expenses eligible for payment or reimbursement in any other
taxable year, and the right to expense payment or reimbursement shall not be subject to liquidation or exchange for any other
benefit.


 


14.          Modification;
Entire Agreement. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification
is agreed to in writing signed by Director and by a duly authorized officer of the Company, and such waiver is set forth in writing
and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of
any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly
in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive the termination
of this Agreement to the extent necessary for the intended preservation of such rights and obligations. Except or otherwise provided
in Section 8 herein, the validity, interpretation, construction and performance of this Agreement shall be governed by the laws
of the State of Colorado without regard to its conflicts of law principles.


 


15.          Choice
of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the State of Colorado, without regard to Colorado's choice of law rules. Any and all actions, suits, or judicial proceedings upon
any claim arising from or relating to this Agreement, subject to Section 8 herein, shall be instituted and maintained in the State
of Colorado. If it is judicially determined that either party may file an action, suit or judicial proceeding in federal court,
such action, suit or judicial proceeding shall be in the Federal District Court for the District of Colorado.


 




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The
parties' authorized representatives have executed this Agreement as of the date above.


 


	[DIRECTOR]	 	Lilis
    Energy, Inc.
	 	 	 	 
	By:	 	 	By:	 
	 	 	 	Name:	Kevin
    Nanke
	 	 	 	Title:	Executive
    Vice President and Chief Financial Officer


 


 


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