Exhibit 10.1

MONTAGE RESOURCES CORPORATION



2019 LONG-TERM INCENTIVE PLAN

Table of Contents

Article I

GENERAL

Section 1.01 Purpose .  The purpose of the Montage Resources Corporation 2019 Long-Term Incentive Plan (the “ Plan ”) is to assist Montage Resources Corporation (the “ Company ”) and its Affiliates to attract, retain and motivate officers, directors, employees (including prospective employees) and consultants, and to promote the alignment of their interests with those of the Company’s stockholders.  

Section 1.02 Definitions .  Wherever the following terms are used they will have the meanings set forth below, unless the context clearly indicates otherwise:

(a) “ Affiliate ” means a corporation, partnership, business trust, limited liability company, or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is directly or indirectly owned by the Company.

(b) “ Award ” means any Option, SAR, Restricted Stock, Restricted Stock Unit, Dividend Equivalent Right, Other Stock-Based Award or Performance Award, together with any other right or interest granted under the Plan to a Participant.

(c) “ Award Agreement ” means the written document or documents by which each Award is evidenced.

(d) “ Beneficial Owner ” has the meaning set forth in Rule 13d-3 under the Exchange Act.

(e) “ Beneficiary ” means one or more persons, trusts or other entities designated by a Participant, in his or her most recent written beneficiary designation filed with the Company (pursuant to a form prescribed by the Committee), to receive the benefits specified under the Plan upon such Participant’s death, or to which Awards or other rights are transferred as permitted under Section 3.09 .  If upon a Participant’s death there is no designated Beneficiary or surviving designated Beneficiary, the term Beneficiary means the Participant’s estate.

(f) “ Board ” means the Company’s Board of Directors.

(g) “ Change of Control ” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following after the Effective Date:

(i) A transaction or series of related transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any subsidiary of the Company, any employee benefits plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, or any “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company (collectively, “ Excluded Persons ”)) directly or indirectly becomes the Beneficial Owner of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities with respect to the election of directors of the Company; or

(ii) During any twenty-four (24) consecutive month period, the individuals who, at the beginning of such period, constitut e the Board (the “ Incumbent Directors ”) cease for any reason other than death to constitute at least a majority of the Board; provided , however , an individual who becomes a member of the Board subsequent to the beginning of the twenty-four (24) month period will be deemed to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors;

(iii) The consummation of a sale or disposition of all or substantially all the Company’s assets in one or a series of related transactions;

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(iv) The consummation of a merger, consolidation, or reorganization of the Company or the acq uisition of outstanding Stock and as a result of or in connection with such transaction (A) fifty percent (50%) or more of the outstanding Stock or the voting securities of the Company outstanding immediately prior thereto or the outstanding shares of comm on stock or the combined voting power of the outstanding voting securities of the surviving entity are owned, directly or indirectly, by any other person other than an Excluded Person, or (B) the voting securities of the Company outstanding immediately pri or thereto do not immediately after such transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting secur ities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; or

(v) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

(h) “ Code ” means the Internal Revenue Code of 1986, as amended.  Any reference herein to a section of the Code includes any successor provision to such section.

(i) “ Committee ” means a committee of two or more directors designated by the Board to administer the Plan, and, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3, will be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3.  

(j) “ Company ” has the meaning set forth in Section 1.01 .

(k) “ Dividend Equivalent Right ” means a right granted under Section 2.06 , which represents an unfunded and unsecured promise to pay to the recipient amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Stock covered by an Award if such shares had been delivered pursuant to an Award.

(l) “ Effective Date ” has the meaning set forth in Section 3.21 .

(m) “ Eligible Person ” means an individual described in Section 1.05 .

(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(o) “ Exercise Price ” means (i) the case of Options, the price specified in the recipient’s Award Agreement as the price-per-share of Stock at which such share can be purchased pursuant to the Option, or (ii) in the case of SARs, the price specified in the recipient’s Award Agreement as the reference price-per-share of Stock used to calculate the amount payable upon settlement of the SAR.

(p) “ Fair Market Value ” means, with respect to Stock as of any specified date: (i) if the Stock is traded on a national securities exchange, the closing price of the Stock on the immediately preceding date (or if no sales occur on that date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter, the average between the reported high and low or closing bid and asked prices of the Stock on the most recent date on which Stock was publicly traded; (iii) if the Stock is not publicly traded, the amount determined by the Committee in its discretion in such manner as it deems appropriate; or (iii) if the specified date is the date of an initial public offering of Stock, the offering price under such initial public offering.  In all events, Fair Market Value will be determined pursuant to a method that complies with the requirements of section 409A of the Code.

(q) “ Incentive Stock Option ” or “ ISO ” means an Option that is intended to qualify for special Federal income tax treatment pursuant to sections 421 and 422 of the Code, and which is so designated in the applicable Award Agreement.

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(r) “ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any of its subsidiaries.

(s) “ Nonqualified Stock Option ” means an Option that is not an Incentive Stock Option.

(t) “ Option ” means a right granted to a Participant under Section 2.02 to purchase Stock at a specified price during specified time periods.

(u) “ Other Stock-Based Award ” means an Award granted to a Participant under Section 2.07 .

(v) “ Participant ” means, as of a specified date, a person who holds an Award that is outstanding as of such specified date.

(w) “ Performance Award ” means a right, granted to a Participant under Section 2.08 , to receive a cash payment, Stock or other Award based upon performance criteria specified by the Committee.

(x) “ Plan ” has the meaning set forth in Section 1.01 .

(y) “ Prior Plan ” means the Montage Resources Corporation (f/k/a Eclipse Resources Corporation) 2014 Long-Term Incentive Plan, as amended.

(z) “ Restricted Stock ” means Stock granted to a Participant under Section 2.04 that is subject to certain restrictions and to a risk of forfeiture.

(aa) “ Restricted Stock Unit ” means an unfunded and unsecured right granted to a Participant under Section 2.05 , to receive Stock, cash or a combination thereof at the end of a specified period, which right is subject to certain restrictions and to a risk of forfeiture.

(bb) “ Rule 16b-3 ” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, applicable to the Plan and Participants.

(cc) “ Securities Act ” means the Securities Act of 1933, as amended.

(dd) “ Stock ” means the Company’s common stock, par value $0.01 per share, and such other securities as may be substituted for Stock pursuant to Section 3.07 .

(ee) “ Stock Appreciation Right ” or “ SAR ” means a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the exercise price of the SAR.

Section 1.03 Administration .

(a) Authority of the Committee .  The Plan will be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “ Committee ” are deemed to be references to the “ Board .”  The Committee has complete control over the administration of the Plan and has the authority in its sole discretion to (i) exercise all of the powers granted to it under the Plan, (ii) to the extent not inconsistent with the Plan, prescribe, amend and rescind rules and regulations relating to the Plan including rules governing its own operations, (iii) make all determinations necessary or advisable in administering the Plan, (iv) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (v)  grant Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the termination of a recipient’s employment or service, (vi) accelerate the time or times at which an Award becomes vested, unrestricted or may be exercised, and (vii) waive or amend any goals, restrictions or conditions set forth in an Award Agreement, unless otherwise provided in the Award Agreement. The determinations of the Committee will be final, binding and conclusive.  By accepting any Award under the Plan, each Participant and each person claiming under or through him or her will be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee.

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(b) Manner of Exercise of Committee Authority .  Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically).  Any action taken by written instrument signed by a majority of the Committee members, and action so taken, will be fully as effective as if it had been taken by a vote at a meeting.  The Committee may allocate among its members and delegate to any person who is not a member of the Committee, any of its powers, responsibilities or duties.  In delegating its authority the Committee will co nsider the extent to which any delegation may cause an Award to fail to meet the requirements of Rule 16b-3.

(c) Limitation of Liability .  The Committee and each member thereof will be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan.  Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee will not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.  The foregoing right of indemnification is not exclusive of any other rights of indemnification to which the member or such other officer or employee may be entitled under the Company’s certificate of incorporation or bylaws, each as may be amended from time to time, or otherwise.

Section 1.04 Stock Subject to Plan .

(a) Total Shares Available .  Subject to adjustment as provided in Section 3.07 , the aggregate number of shares of Stock reserved and available for issuance under the Plan will be 2,650,000.  No Award may be granted if the number of shares of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus t he aggregate number of shares of Stock to be delivered in connection with then-outstanding Awards.  To the extent that an Award terminates, expires, lapses for any reason, or is settled in cash, any shares of Stock subject to the Award shall again be available for issuance under the Plan. Shares of Stock tendered by a Participant or withheld by the Company to satisfy the exercise price or tax withholding obligation pursuant to any Award shall not be added to the shares of Stock authorized for issuance under the Plan.

(b) Prior Plan . On and after the Effective Date, no new awards may be granted under the Prior Plan, it being understood that awards outstanding under the Prior Plan as of the Effective Date shall remain in full force and effect under the Prior Plan according to their respective terms.

(c) Stock Offered .  The shares of Stock that may be delivered pursuant to Awards may be authorized but unissued Stock or authorized and issued Stock held in the Company’s treasury, or otherwise acquired for purposes of the Plan.

Section 1.05 Eligibility .  Awards under the Plan may be made to current, former (solely with respect to their final year of service) and prospective officers, directors, employees, advisors, agents and consultants of the Company or an Affiliate as the Committee may select.

Section 1.06 Award Limitations .  Except as provided under this Section 1.06 , there is no limit on the amount of cash and securities (other than the overall Plan limit on shares of Stock as provided in Section 1.04 ) that may be subject to Awards to any Eligible Person under the Plan.

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(a) Pla n Limit on Awards of Incentive Stock Options .  Subject to adjustment as provided in Section 3.07 , no more than 2,650,000 shares of Stock that can be delivered under the Plan may be delivera ble pursuant to the exercise of Incentive Stock Options.

(b) Annual Limit on Awards to Non-Employee Directors .  Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a Non-Employee Director, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards payable in Stock and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted under the Plan to an individual as compensation for services as a Non-Employee Director, together with cash compensation paid to the Non-Employee Director in the form Board and Committee retainer, meeting or similar fees, during any calendar year shall not exceed $750,000.

Article II

AWARDS UNDER THE PLAN

Section 2.01 General .  Options, SARs, Restricted Stock Units, Restricted Stock, Performance Awards, Dividend Equivalent Rights, Other Stock-Based Awards, or any combination thereof, may be granted to such Eligible Persons and for, covering or relating to, such number of shares of Stock as the Committee may determine.  Determinations made by the Committee under the Plan need not be uniform and Awards may be made selectively among Eligible Persons under the Plan, whether or not such Eligible Persons are similarly situated.

Section 2.02 Options .  The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

(a) Exercise Price .  The exercise price per share of Stock under an Option will be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 3.08 ) will not be less than the Fair Market Value per share of Stock on the date of grant (or in the case of an Incentive Stock Option granted to an individual who possesses more than 10 percent of the total combined voting power of all classes of stock of the Company or its parent or any subsidiary, 110% of the Fair Market Value per share of Stock on the date of grant).

(b) Time and Conditions of Exercise .  The Committee will determine the time or times at which an Option may be exercised in whole or in part. Except as otherwise determined by the Committee or provided in an Award Agreement or other written agreement between the Participant and the Company or an Affiliate, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) terminates for any reason, (i) all of the Participant’s Options that were exercisable on the date of such termination of employment or service will remain exercisable for, and will otherwise terminate at the end of, a period of 90 days after the date of such termination, but in no event after the expiration date of the Options, and (ii) all of the Participant’s Options that were not exercisable on the date of such termination will be forfeited immediately; provided , however , that such Options may become fully vested and exercisable in the discretion of the Committee.

(c) Payment .  The Committee will determine the methods by which the exercise price of any Option may be paid, the form of payment, and the methods by which shares of Stock will be delivered or deemed to be delivered to a Participant upon his or her exercise of the Option.  As determined by the Committee at or after the date of grant of an Option, the payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual deliver or attestation) of previously-acquired shares of Stock based on the Fair Market Value of such Stock on the date of exercise, (iii) withholding of shares of Stock from the Option based on the Fair Market Value of such Stock on the date of exercise, (iv) broker-assisted market sales, or (v) any other cashless exercise arrangement.

(d) Exercise Term .  No Option granted under the Plan may be exercisable for more than ten years following the date of grant of the Option.

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(e) I SOs .  The Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in section 424(f) of the Code).  The terms of any ISO granted under the Plan will comply in all respects with the provisions of section 422 of the Code.  ISOs may not be granted more than ten years after the earlier of the adoption of the Plan or the approval of the Plan by t he Company’s stockholders. Notwithstanding the foregoing, the Fair Market Value of the shares of Stock subject to an ISO and the aggregate Fair Market Value of the shares of stock of any parent or subsidiary corporation (within the meaning of sections 424( e) and (f) of the Code) subject to any other ISO (within the meaning of section 422 of the Code) of the Company or a parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) that first becomes purchasable by a Participan t in any calendar year may not (with respect to that Participant) exceed $100,000, or such other amount as may be prescribed under section 422 of the Code.  Failure to comply with this provision will cause the excess to be reclassified as Nonqualified Stoc k Options in accordance with the Code.

(f) Prohibition on Repricing .  Except as otherwise provided in Section 3.07 , without the prior approval of the stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the Option at the time of the cancellation or exchange over the exercise price of such Option, or for Options or SARs with an exercise price that is less than the exercise price of the original Option, except as permitted in accordance with Section 3.06 , and (iii) the Company may not repurchase an Option for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the Option is lower than the exercise price of the Option.

Section 2.03 Stock Appreciation Rights .  The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

(a) Right to Payment .  Upon the exercise of a SAR the Participant has the right to receive, for each share of Stock with respect to which the SAR is being exercised, the excess, if any, of (i) the Fair Market Value of one share of Stock on the date of exercise, over (ii) the exercise price of the SAR as determined by the Committee and set forth in the Award Agreement, which exercise price will not be less than the Fair Market Value of the Stock on the date of grant of the SAR.

(b) Time and Conditions of Exercise .  The Committee will determine the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, and any other terms and conditions of the SAR.  Except as otherwise determined by the Committee or provided in an Award Agreement or other written agreement between the Participant and the Company or an Affiliate, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) terminates for any reason, (i) all of the Participant’s SARs that were exercisable on the date of such termination of employment or service will remain exercisable for, and will otherwise terminate at the end of, a period of 90 days after the date of such termination, but in no event after the expiration date of the SARs, and (ii) all of the Participant’s SARs that were not exercisable on the date of such termination will be forfeited immediately; provided , however , that such SARs may become fully vested and exercisable in the discretion of the Committee.

(c) Prohibition on Repricing .  Except as otherwise provided in Section 3.07 , without the prior approval of the stockholders of the Company: (i) the exercise price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the SAR at the time of the cancellation or exchange over the exercise price of such SAR, or for Options or SARs with an exercise price that is less than the exercise price of the original SAR, except as permitted in accordance with Section 3.06 , and (iii) the Company may not repurchase a SAR for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the SAR is lower than the exercise price of the SAR.

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Sect ion 2.04 Restricted Stock .  The Committee may grant Awards of Restricted Stock to Eligible Persons on the following terms and conditions:

(a) Restrictions .  Shares of Restricted Stock will be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals or future service requirements), in such installments or otherwise, as the Committee may determine.  During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant, except as permitted pursuant to Section 3.09 .

(b) Rights as Stockholder .  Upon the issuance of shares of Restricted Stock in the name of a Participant the Participant will have the rights of a stockholder with respect to the shares of Restricted Stock and will become the record holder of such shares, subject to the provisions of the Plan and the Award Agreement.

(c) Certificates for Stock .  Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may determine.  If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(d) Dividends and Splits .  As a condition to the grant of an Award of Restricted Stock, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards, or deferred without interest to the date of vesting of the associated Restricted Stock; provided , however , that any such dividends, additional shares of Restricted Stock or additional Awards credited with respect to a share of Restricted Stock will be subject to the same vesting conditions applicable to such share of Restricted Stock and shall, if vested, be delivered or paid on the same date as such share of Restricted Stock vests or such later date as may be approved by the Committee and set forth in the associated Restricted Stock Award Agreement.  Stock distributed in connection with a stock split or stock dividend, and other property (other than cash) distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

Section 2.05 Restricted Stock Units .  The Committee may at any time and from time to time grant Restricted Stock Units under the Plan to such Eligible Persons and in such amounts as it determines. Each Restricted Stock Unit will entitle the recipient to receive upon vesting one share of Stock from the Company or an amount of cash equal to the Fair Market Value of one share of Stock, or a combination thereof, as determined by the Committee.  Restricted Stock Units granted to a Participant will be subject to risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals or future service requirements), in such installments or otherwise, as the Committee may determine.

Section 2.06 Dividend Equivalent Rights .  The Committee may grant Dividend Equivalent Rights to a Participant in connection with another Award, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to the number of shares of Stock covered by such Award. The Committee may, in the Award Agreement, provide that Dividend Equivalent Rights will be deemed reinvested in additional Stock, other Awards or other investment vehicles. Notwithstanding anything contrary in this Section 2.06 , Dividend Equivalent Rights credited with respect to an Award will be subject to the same vesting conditions applicable to such Award and shall, if vested, be delivered or paid on the same date as such Award vests or such later date as may be approved by the Committee and set forth in the Award Agreement for such Award.

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Sect ion 2.07 Stock or Other Stock-Based Awards .  The Committee is authorized, subject to the limitations under applicable law, to make such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation shares of Stock awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable d ebt securities, other rights convertible or exchangeable into shares of Stock, and Awards valued by reference to the book value of shares of Stock.  The Committee will determine the terms and conditions of such Awards.

Section 2.08 Performance Awards .  The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee.  The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

Article III

PROVISIONS APPLICABLE TO AWARDS

Section 3.01 Term of Awards .  Except as specified herein, the term of each Award will be for such period as may be determined by the Committee; provided , however , that in no event will the term of any Option or SAR exceed a period of ten years (or such shorter term as may be required in respect of an ISO under section 422 of the Code).

Section 3.02 Forfeiture Events .  Awards under the Plan are subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant.  In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.  Such events may include, but will not be limited to, (i) termination of employment or service for cause, (ii) violation of a material policy of the Company or an Affiliate, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or an Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy.  The Company will seek to recover any Award as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law or exchange listing standards.

Section 3.03 No Rights as a Stockholder .  No Participant (or other person having rights pursuant to an Award) will have any of the rights of a stockholder of the Company with respect to shares of Stock subject to an Award until the delivery of such shares.  Except as otherwise provided in Section 3.07 , no adjustments will be made for dividends or distributions (whether ordinary or extraordinary, and whether in cash, shares of Stock, other securities or other property) on, or other events relating to, shares of Stock subject to an Award for which the record date is before the date such shares of Stock are delivered.

Section 3.04 Form and Timing of Payment under Awards; Deferrals .  Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a subsidiary upon the exercise of an Option or SAR or settlement of any other Award may be made in such forms as the Committee may determine, including without limitation cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; provided , however , that any such deferred payment will be set forth in the Award Agreement or otherwise made in a manner that will not result in additional taxes under section 409A of the Code.  Except as otherwise provided herein, the Committee may provide that the settlement of any Award be accelerated, and cash paid in lieu of Stock in connection with such settlement or upon occurrence of one or more specified events (in addition to a Change of Control).  Installment or deferred payments may be required by the Committee (subject to Section 3.11 , including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the existing Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee and in compliance with the requirements of section 409A of the Code.

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Sec tion 3.05 Existence of Plans and Awards .  The existence o f the Plan and the Awards granted hereunder will not affect in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital struc ture or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks where rights are superior to or affect the Stock or the r ights thereof or which are convertible into or exchangeable for Stock, or the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 3.06 Change of Control .

(a) General .  Except as otherwise provided in an Award Agreement, in connection with a Change of Control the Committee may, acting in its sole discretion and without the consent of any holder of an Award, accelerate the vesting, delivery or exercisability of, or the lapse of restrictions or deemed satisfaction of performance goals with respect to, any Award. The exercise of the Committee’s discretion under the preceding sentence may vary among individual holders and may vary among Awards.  Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of the Company with or into any other entity (“successor entity”) or any transaction in which another person or entity acquires all of the issued and outstanding Stock, or all or substantially all of the assets of the Company, outstanding Awards may be assumed or a substantially equivalent Award may be substituted by such successor entity or a parent or subsidiary of such successor entity, and such an assumption or substitution will not be deemed to violate the Plan (including, without limitation, Section 2.02(f) or Section 2.03(c) ), or any provision of any Award Agreement.

(b) Options and SARs .  Upon a Change of Control described in Section 1.02(g)(iii) or (iv) (a “ Covered Transaction ”), the Committee, acting in its sole discretion, may:

(i) Terminate and cancel any outstanding and unexercised Option or SAR, immediately fo llowing which all rights of the holder thereunder will terminate, provided that no Option or SAR may be terminated and canceled without the consent of the holder before the expiration of ten (10) days following the later of the date on which the Option or SAR is exercisable or the date on which the holder receives written notice of the Covered Transaction;  or

(ii) Require the mandatory surrender to the Company of any outstanding and unexercised Option or SAR (irrespective of whether such Option or SAR is t hen exercisable) at, preceding or following the time of the Covered Transaction, upon which surrender the Committee will cancel such Option or SAR and pay to the holder an amount of cash (or other consideration including securities or other property) per share equal to the excess, if any, of the Fair Market Value of the shares of Stock subject to the Option or SAR immediately prior to the Covered Transaction (the “ Change of Control Price ”) over the exercise price of such Option or SAR, provided, that, if the exercise price equals or exceeds the Change of Control Price no amount will be payable upon surrender of the Option or SAR.

(c) Dissolution or Liquidation .  To the extent not previously exercised, settled or assumed, Options, SARs and Performance Awards shall terminate immediately prior to the dissolution or liquidation of the Company.

Section 3.07 Adjustments .  The Committee may adjust the number of shares of Stock authorized pursuant to Section 1.04(a) and will adjust (including, without limitation, by payment of cash) the terms of any Awards (including, without limitation, the number of shares of Stock covered by each Award, the type of property to which the Award relates and the exercise price of any Award), in such manner as it deems appropriate to prevent the enlargement or dilution of rights, for any increase or decrease in the number of issued shares of Stock (or issuance of shares of stock other than shares of Stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of Stock, merger, consolidation, rights offering, separation, reorganization or any other change in the corporate structure or event, the Committee determines affects the capitalization of the Company; provided , however , that no such adjustment will be required if the Committee determines that such action would cause an Award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise would subject a Participant to an additional tax imposed under Section 409A in respect of an Award.  After any adjustment made pursuant to this Section 3.07 , the number of

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shares of Stock subject to each outstanding Award will be rounded down to the nearest whole number as determined by the Committee.

Section 3.08 Substitute Awards .  The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the former employing entity.  The Committee may direct that the substitute awards be made on such terms and conditions as the Committee determines appropriate in the circumstances.

Section 3.09 Transferability of Awards .  No Award (or any rights and obligations thereunder) may be sold, exchanged, transferred or assigned, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution, and all such Awards (and any rights thereunder) will be exercisable during the life of the Participant only by the Participant or the Participant’s legal representative. Notwithstanding the preceding sentence, the Committee may permit, under such terms and conditions that it deems appropriate in its sole discretion, (a) that a Participant may transfer an Award in whole or in part without payment of consideration to a member of the Participant’s immediate family, to a trust established for the benefit of a member of the Participant’s immediate family, or to a partnership whose only partners are members of the Participant’s immediate family, or (b) that except as prohibited by Rule 16b-3, a Participant may transfer all or a portion of an Award to a person for which the Participant is entitled to a deduction for a “charitable contribution” under section 170(a)(i) of the Code, provided in either case that no further transfer by such permitted transferee will be permitted, and provided further that the exercise of the Award remains the power and responsibility of the Participant or his or her legal representative. Any sale, exchange, transfer or assignment violation of the provisions of this Section 3.09 will be null and void. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns.  Notwithstanding anything in this Section 3.09 to the contrary, no Award may be transferred for value or consideration.

Section 3.10 Taxes .  As a condition to the delivery of any shares of Stock, other property or cash pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a Federal or other governmental tax withholding obligation on the part of the Company or an Affiliate relating to an Award (including, without limitation, FICA tax), (a) the Company or Affiliate may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan, (b) the Committee will be entitled to require that the Participant remit cash to the Company or Affiliate (through payroll deduction or otherwise) or (c) the Company or Affiliate may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Company or Affiliate to satisfy such withholding obligation.  If the event giving rise to the withholding obligation involves a transfer of shares of Stock, then, at the discretion of the Committee, the Participant may satisfy the withholding obligation by electing to have the Company withhold shares of Stock (which withholding, unless otherwise provided in the applicable Award Agreement, will be at a rate not in excess of the statutory minimum rate) or by tendering previously owned shares of Stock, in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules). The Company and any Affiliate is authorized to withhold from any Award granted, or any payment relating to an Award under the Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.  This authority includes, without limitation, the authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis.

Section 3.11 Amendment, Modification and Termination .  The Board may amend, alter, suspend, discontinue or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of the Company’s stockholders; provided , however , that if an amendment to the Plan would, in the reasonable opinion of the Board, (a) increase the number of shares of Stock available for issuance under the Plan, (b) expand the types of Awards under the Plan, (c) materially expand the class of individuals eligible to participate in the Plan, (d) materially extend the term of the Plan, or (e) otherwise constitute a material change requirement stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of the national securities exchange on which the shares of Stock are then listed, then such amendment will be subject to stockholder approval; and provided further , that the Board may condition any other amendment or modification on the approval of the Company’s stockholders for any reason.  No Board action under this Section 3.11 may materially and adversely affect the rights of a Participant under any outstanding Award held by such Participant immediately prior to the effective time of such Board action.

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Sec tion 3.12 Correction of Errors .  Notwithstanding anything in the Plan or an Award Agreement to the contrary, the Committee may amen d an Award, to take effective retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in connection with the grant or documentation of an Award, including rescinding an Award erroneously granted, includin g, but not limited to, an Award erroneously granted to an individual who does not qualify as an Eligible Person on the date of grant of the Award.  By accepting an Award under the Plan, each Participant agrees to any amendment or rescission made pursuant t o or with respect to this Section 3.12 to any Award made under the Plan without further consideration or action.

Section 3.13 Limitation on Rights Conferred under Plan .  Neither the Plan nor any action taken hereunder may be construed as (a) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or an Affiliate, (b) interfering in any way with the right of the Company or an Affiliate to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (c) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly with other Participants or employees or other service providers, or (d) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award Agreement and the Plan.

Section 3.14 Unfunded Status of Awards .  The Plan is intended to constitute an “unfunded” plan and nothing in the Plan or any Award Agreement will give the Participant any rights that are greater than those of a general creditor of the Company.  The Plan will not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

Section 3.15 Nonexclusivity of the Plan .  Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval may be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable.  Nothing contained in the Plan may be construed to prevent the Company or an Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other person will have any claim against the Company or any Subsidiary as a result of any such action.

Section 3.16 Fractional Shares .  No fractional shares of Stock will be issued or delivered pursuant to the Plan or any Award.  The Committee may determine whether cash, other Awards or other property will be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto will be forfeited or otherwise eliminated.

Section 3.17 Severability .  If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions hereof, but such provision will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision had never been included herein.  If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions will be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or section 422 of the Code.

Section 3.18 Governing Law .  All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law.  The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

Section 3.19 Conditions to Delivery of Stock .  Nothing herein or in any Award granted hereunder or any Award Agreement will require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding

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st atute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect.

Section 3.20 Special Provisions Related Section 409A of the Code .  To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date the Plan became effective. Notwithstanding any provision of the Plan to the contrary, in the event that following the date an Award is granted the Committee determines that the Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the date the Plan became effective), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including amendments or actions that would result in a reduction to the benefits payable under an Award, in each case, without the consent of the Participant, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical.  Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed.  Neither the Company, its Affiliates, nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) will be held liable for any taxes, interest, penalties or other amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

Section 3.21 Plan Establishment and Term .  The Plan shall become effective (the “ Effective Date ”) on the later of (a) the date of its adoption by the Board and (b) the date it is approved by the stockholders of the Company in accordance with applicable law and the applicable requirements of the New York Stock Exchange. Unless terminated earlier by the Board pursuant to Section 3.11 , the Plan shall terminate on the day prior to the tenth anniversary of the Effective Date.

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Exhibit 10.2

RESTRICTED STOCK UNIT AWARD AGREEMENT

MONTAGE RESOURCES CORPORATION

2019 LONG-TERM INCENTIVE PLAN

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement ”) evidences an award made as of _____ __, 20__ (the “ Date of Grant ”), by MONTAGE RESOURCES CORPORATION , a Delaware corporation (the “ Company ”), to [INSERT EMPLOYEE NAME] (“ Employee ”).

1. Award .    The Company hereby grants Employee an award (this “ Award ”) of [Insert Stock Amount] Restricted Stock Units (the “ Restricted Stock Units ”).  Each Restricted Stock Unit represents an unfunded and unsecured right to receive one share of common stock, par value $0.01, of the Company (the “ Stock ”), plus an additional amount pursuant to Section 4 hereof, subject to certain restrictions and on the terms and conditions contained in this Agreement and the Montage Resources Corporation 2019 Long-Term Incentive Plan (as it may be amended from time to time, the “ Plan ”). A copy of the Plan is available upon request. Except as provided below, to the extent that any provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges and agrees that those terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.

2. Definitions .  Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a) “ Cause ” means “Cause” as defined in the employment agreement between Employee and the Company, or if “Cause” is not defined in such employment agreement or in the absence of such employment agreement, “Cause” means the occurrence of any of the following events, as reasonably determined by the Committee: (i) Employee’s willful or continued failure to perform his or her material duties for the Company; (ii) Employee’s conviction of a felony, or his or her guilty plea to or entry of a nolo contendere plea to a felony charge; (iii) the willful or grossly negligent engagement by Employee in conduct that is materially injurious to the Company, financially or otherwise; or (iv) Employee’s breach of any material term of the Company’s material written policies and material procedures, as in effect from time to time.

(b) “ Disability ” means “Disability” as defined in the employment agreement between Employee and the Company, or if “Disability” is not defined in such employment agreement or in the absence of such employment agreement, “Disability” means Employee’s inability to engage in any substantial gainful activity necessary to perform his or her duties for the Company and its subsidiaries by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.  Employee agrees to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant

to such reasonable requests as may be made by the Company from time to time.  Any determination as to the existence of a Disability will be made by a phy sician selected by the Company.

(c) “ Good Reason ” means “Good Reason” as defined in the employment agreement between Employee and the Company, or if “Good Reason” is not defined in such employment agreement or in the absence of such employment agreement, “Good Reason” means any of the following, but only if occurring without Employee’s written consent: (i) a material diminution in Employee’s base salary; (ii) a material diminution in Employee’s authority, duties, or responsibilities; or (iii) the relocation of Employee’s principal office to an area more than 50 miles from its location immediately prior to such relocation.

(d) “ Involuntary Termination ” means Employee’s involuntary termination of employment with the Company and its subsidiaries without Cause, or Employee’s voluntary termination of employment with the Company and its subsidiaries for Good Reason.

3. No Stockholder Rights .  The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights of a stockholder of the Company before the date shares of Stock are actually issued to Employee in settlement of this Award.  Employee’s rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested in accordance with Section 5 or 6 hereof.

4. Dividend Equivalents .  If the Company declares and pays an ordinary cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, Employee holds unvested Restricted Stock Units, then a dividend equivalent equal to the per share amount of such dividend shall be credited on all Restricted Stock Units underlying the Award and outstanding on the record date for such dividend, such dividend equivalents to be payable in cash without interest on the vesting date of the Restricted Stock Units on which the dividend equivalents were credited and such payment shall be delivered in accordance with the timing described in Section 7 hereof. Any such dividend equivalents shall be subject to the same terms and conditions as the Restricted Stock Units on which the dividend equivalents were credited.  Dividends and distributions payable on Stock other than in cash will be addressed in accordance with Section 10 hereof.

5. Vesting of Restricted Stock Units . Subject to Section 6 hereof, the Restricted Stock Units will vest in three (3) installments on the dates ¹ and as set forth in the table below; provided , that , Employee is continuously employed by the Company or a subsidiary from the Date of Grant through the applicable vesting date.  

Except as otherwise provided in Section 6 hereof, (a) Employee’s employment with the Company and its subsidiaries for only a portion of the vesting period for the Restricted Stock Units, even if a substantial portion, will not entitle Employee to any proportionate vesting, and (b) all Restricted Stock Units that are unvested as of the date of Employee’s termination of employment shall immediately terminate and Employee will have no further rights to such unvested Restricted Stock Units or the underlying shares of Stock.  Any Restricted Stock Units that are vested as of the date on which Employee’s employment with the Company and its subsidiaries terminates shall be settled in accordance with Section 7 hereof.

6. Termination of Employment; Change of Control .

(a) Death or Disability . If Employee’s employment with the Company and its subsidiaries terminates due to Employee’s death or Disability, then all of the Restricted Stock Units granted pursuant to this Agreement shall immediately and fully vest.

(b) Involuntary Termination of Employment .  If Employee incurs an Involuntary Termination, then all of the Restricted Stock Units subject to this Award shall immediately and fully vest.  

(c) Change of Control .  Upon a Change of Control that involves a merger, reclassification, reorganization or other similar transaction in which the surviving entity, the Company’s successor or the direct or indirect parent of the surviving entity or the Company’s successor, fails to assume this Award or substitute this Award with a substantially equivalent award, as determined by the Compensation Committee as constituted immediately prior to the Change of Control, then all of the Restricted Stock Units granted pursuant to this Agreement shall immediately and fully vest.   

7. Settlement of Vested Restricted Stock Units .  

(a) General .    S ubject to the terms of this Agreement, including without limitation Section 14 hereof, the Company shall issue one share of Stock to Employee or his or her beneficiary, as the case may be, as soon as practicable following the date on which the underlying Restricted Stock Unit vests; provided , however , that in no event will the issuance of such share of Stock be deferred subsequent to March 15th of the year following the year in which such Restricted Stock Unit vests.

(b) Transfer of Shares .    Any shares of Stock issued pursuant to this Agreement shall be in book entry form registered in the name of Employee or his or her beneficiary, as the case may be.    The value of any fractional vested Restricted Stock Units shall be paid in cash at the time the Stock is issued to Employee in connection with the settlement of the vested Restricted Stock Units.  The value of the fractional Restricted Stock Units shall equal the percentage of a Restricted Stock Unit represented by a fractional Restricted Stock Unit multiplied by the Fair Market Value of the Stock.  The value of such shares of Stock shall not bear any interest owing to the passage of time.

(c) Blackout Periods .  Employee acknowledges that, to the extent the event triggering settlement of any vested Restricted Stock Units occurs during a “blackout” period wherein certain employees, including Employee, are precluded from selling shares of Stock, the Chief Executive Officer of the Company or his or her designee retain s the right, in his or her sole discretion, to defer the issuance of the shares of Stock in settlement of such Restricted Stock Units; provided , however , that the Chief Executive Officer (or his or her designee) will not exercise this right to defer issuan ce if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of Employee that causes such shares of Stock to be exempt from any applicable blackout period then in effect.  In the event the issuance of any shares of Stock is deferred he reunder due to the existence of a blackout period, such shares of Stock will be issued to Employee on or before the date that is ninety (90) days following the date on which the shares of Stock were originally scheduled to be issued, but in no event later than: (i) the fifth (5 ^th ) business day following the termination of such blackout period or (ii) December 31 of the year in which the shares of Stock were originally scheduled to be issued.  

8. Non-transferability of Award . The Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Following Employee’s death, any shares of Stock issuable to Employee in respect of then-outstanding Restricted Stock Units will be issued to Employee’s legal representative, at the time specified in Section 7 hereof.

9. Beneficiary Designation .  Employee may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to receive any shares of Stock issuable or cash payable hereunder to Employee following Employee’s death at the time specified in Section 7 hereof.  Each designation will revoke all prior designations, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Company during Employee’s lifetime. In the absence of any such effective designation, shares of Stock issuable in connection with Employee’s death shall be paid to Employee’s survi ving spouse, if any, or otherwise to Employee’s estate.

10. Adjustments in Respect of Restricted Stock Units . In the event there is any change in the Stock by reason of any reorganization, recapitalization, stock split, stock dividend, combination of shares or otherwise, the number of shares associated with the Restricted Stock Units subject to this Agreement shall be adjusted in the manner consistent with the adjustment provisions provided in Section 3.07 of the Plan.

11. Effect of Settlement . Upon issuance of a share of Stock in settlement of a Restricted Stock Unit, such Restricted Stock Unit shall be cancelled and terminated.

12. Recoupment .  Notwithstanding any other provision herein, this Award and any shares Stock that may be issued, delivered or paid in respect of this Award, as well as any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, shall be subject to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment or “clawback” policies of the Company that may be in effect from time to time.  In addition, the Company may require Employee to deliver or otherwise repay to the Company this Award and any shares of Stock delivered or paid in respect of this Award, as well

a s any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, if the Company reasonably determines that during Employee’s employment with the Company or a subsidiary, or at any time thereafter, Employee (a) has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its subsidiaries; or (b) has materially breached any agreement to which Employee is a party with the Company or any of its subsidiaries, including, but not limited to, any non-competition or non-solicitation agreement.

13. Furnish Information . Employee agrees to furnish to the Company all information reques ted by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Responsibility for Taxes .

(a) Employee Acknowledgements . Employee hereby acknowledges that, regardless of any action taken by the Company or, if different, Employee’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax related items related to Employee’s participation in the Plan and legally applicable to Employee (“ Tax-Related Items ”) is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee further acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant of the Restricted Stock Units, the vesting and settlement of the Restricted Stock Units, the delivery or sale of any shares of Stock and the receipt of any dividends equivalents, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result.

(b) Withholding .

(i) Prior to the relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the Company and/or t he Employer to satisfy all Tax-Related Items. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (A) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or Employer; (B) causing Employee to tender a cash payment; (C) withholding from the proceeds of the sale of shares of Stock acquired on settlement of the Restricted Stock Units and sold either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without Employee’s further consent); or (D) withholding a number of shares of Stock from the shares of Stock issued or otherwise issuable to Employee in connection with the Award.

(ii) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum

applicable rates, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Ta x-Related Items.

15. Right of the Company and Subsidiaries to Terminate Employment . Nothing contained in this Agreement shall confer upon Employee the right to continue in the employ of the Company or any subsidiary of the Company, or interfere in any way with the rights of the Company or any subsidiary of the Company to terminate Employee’s employment at any time.

16. No Liability for Good Faith Determinations . Neither the Company, the Committee nor members of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

17. No Guarantee of Interests . The Committee and the Company do not guarantee the Stock from loss or depreciation.

18. Company Records . Records of the Company or its subsidiaries regarding Employee’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

19. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

20. Notices . Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or Employee may change, at any time and from time to time, by written notice to the other, the address which it or he or she had previously specified for receiving notices.

The Company and Employee agree that any notices shall be given to the Company or to Employee at the following addresses:

Company :   Montage Resources Corporation

Attn: General Counsel

122 W. John Carpenter Freeway, Suite 300

Irving, Texas 75039

Employee :   At Employee’s current address as shown in the Company’s records.

21. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

22. Successor . This Agreement shall be binding upon Employee, Employee’s legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

23. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

24. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

25. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee’s legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder.  The Company may require Employee or Employee’s legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

26. Amendment . This Agreement may be amended at any time unilaterally by the Company; provided, however , that, notwithstanding anything in the Plan to the contrary, no such amendment may adversely affect Employee’s rights under this Agreement without the written consent of Employee, except to the extent the Company believes in good faith that such amendment is desirable or necessary to comply with applicable law, including, but not limited to, Section 409A of the Code.

27. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

28. Construction . It is intended that the terms of this Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code.  This Agreement shall be construed and interpreted consistent with that intent.

29. Agreement Respecting Securities Act of 1933 . Employee represents and agrees that Employee will not sell the Stock that may be issued to Employee pursuant to Employee’s Restricted Stock Units except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act (including Rule 144 promulgated thereunder).

30. Imposition of Other Requirements .  The Company reserves the right to impose other requirements on Employee’s participation in the Plan, on the Restricted Stock Units and on any shares of Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

31. No Shareholder Rights . The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights as a shareholder of the Company until such time as Employee receives shares of Stock pursuant to this Agreement.  Employee’s rights with respect to the Restricted Stock Units shall remain forfeitable in accordance with this Agreement at all times prior to the date on which Employee’s rights become fully vested in accordance with this Agreement.

32. Electronic Delivery and Acknowledgement .  By Employee’s acceptance of this Award, Employee is acknowledging that he or she has received and read, understands and accepts all the terms, conditions and restrictions of this Agreement and the Plan. The Company may, in its sole discretion, deliver any documents related to this Award and this Agreement, or other awards that have been or may be awarded under the Plan, by electronic means, including prospectuses, proxy materials, annual reports and other related documents, and the Company may, in its sole discretion, engage a third party to effect the delivery of these documents on its behalf and provide other administrative services related to this Award and the Plan. By Employee’s acceptance of this Award, Employee consents to receive such documents by electronic delivery and to the engagement of any such third party.

[ Signature page follows. ]

IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, each effective as of the date first above written.

{Signature Page to Restricted Stock Unit Award Agreement}

Exhibit 10.3

PERFORMANCE UNIT AWARD AGREEMENT

MONTAGE RESOURCES CORPORATION

2019 LONG-TERM INCENTIVE PLAN

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “ Agreement ”) evidences an award made as of _____ __, 20__, by MONTAGE RESOURCES CORPORATION , a Delaware corporation (the “ Company ”), to [Employee name] (“ Employee ”).

1. Award .    The Company hereby grants Employee an award (this “ Award ”) of an aggregate of [___________] performance units (each, a “ Performance Unit ”) in respect of the performance period beginning _____ __, 20__ and ending at midnight on _____ __, 20__ (the “ Performance Period ”).  This Award is subject to Employee’s acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Agreement and the Montage Resources Corporation 2019 Long-Term Incentive Plan (as it may be amended from time to time, the “ Plan ”). A copy of the Plan is available upon request. Except as provided below, to the extent that any provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges and agrees that the terms of the Plan shall control and, if necessary, the applicable provisions of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan.  The Performance Units granted hereunder are described in the Plan as Restricted Stock Units subject to restrictions that lapse based on the achievement of performance goals pursuant to Section 2.08 of the Plan.

2. Definitions .  Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

(a) “ Cause ” means “Cause” as defined in the employment agreement between Employee and the Company, or if “Cause” is not defined in such employment agreement or in the absence of such employment agreement, “Cause” means the occurrence of any of the following events, as reasonably determined by the Committee: (i) Employee’s willful or continued failure to perform his or her material duties for the Company; (ii) Employee’s conviction of a felony, or his or her guilty plea to or entry of a nolo contendere plea to a felony charge; (iii) the willful or grossly negligent engagement by Employee in conduct that is materially injurious to the Company, financially or otherwise; or (iv) Employee’s breach of any material term of the Company’s material written policies and material procedures, as in effect from time to time.

(b) “ Change of Control Period ” means the 24-month period beginning on the date on which occurs a Change of Control.

(c) “ Disability ” means “Disability” as defined in the employment agreement between Employee and the Company, or if “Disability” is not defined in such employment agreement or in the absence of such employment agreement, “Disability” means Employee’s inability to engage in any substantial gainful activity necessary to perform his or her duties for the

Company and its subsidiaries by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.  Employee agr ees to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant to such reasonable requests as may be made by the Company from time to time.  Any determination as to the existence of a Disability will be ma de by a physician selected by the Company.

(d) “ Good Reason ” means “Good Reason” as defined in the employment agreement between Employee and the Company, or if “Good Reason” is not defined in such employment agreement or in the absence of such employment agreement, “Good Reason” means any of the following, but only if occurring without Employee’s written consent: (i) a material diminution in Employee’s base salary; (ii) a material diminution in Employee’s authority, duties, or responsibilities; or (iii) the relocation of Employee’s principal office to an area more than 50 miles from its location immediately prior to such relocation.

(e) “ Involuntary Termination ” means Employee’s involuntary termination of employment with the Company and its subsidiaries without Cause, or Employee’s voluntary termination of employment with the Company and its subsidiaries for Good Reason.

3. Overview of Performance Units .

(a) Performance Units Generally .  Each Performance Unit represents an unfunded, unsecured right to receive one share of common stock, par value $0.01, of the Company (“ Stock ”), subject to the terms and conditions of this Agreement; provided, that , based on the relative achievement against the Performance Objective ( as defined below), the number of shares of Stock that may be deliverable hereunder in respect of the Performance Units may range from 0% to 150% of the number of Performance Units stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof). Employee’s right to receive Stock in respect of the Performance Units is generally contingent, in whole or in part, upon (i) the achievement of the performance objective outlined in Section 4 hereof (the “ Performance Objective ”) and (ii) except as provided in Section 6 hereof, Employee’s continued employment with the Company or one of its subsidiaries through the end of the Performance Period.

(b) Dividend Equivalents . If the Company declares and pays an ordinary cash dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, Employee holds either (i) unvested Performance Units under this Award or (ii) vested Performance Units under this Award which have not been settled in accordance with this Agreement, then a dividend equivalent equal to the per share amount of such dividend shall be credited on each of such Performance Units underlying this Award and outstanding on the record date for such dividend.  Such dividend equivalents credited on Performance Units shall be paid in cash without interest on the settlement date of such Performance Units in accordance with the timing and other provisions described in Sections 5 and 6 hereof. Any such dividend equivalents shall be subject to the same terms and conditions as the Performance Units on which the dividend equivalents were credited. Dividends and distributions payable on Stock other than in cash will be addressed in accordance with Section 10 hereof.

4. Total Shareholder Return Objective . The Performance Objective applicable to the Performance Units shall be b ased on Total Shareholder Return over the Performance Period.  Total Shareholder Return shall mean, as to the Company and each of the Peer Companies (as defined below), the annualized rate of return shareholders receive over the Performance Period through stock price changes and the assumed reinvestment of dividends paid over the Performance Period.  Dividends per share paid other than in the form of cash shall have a value equal to the amount of such dividends reported by the issuer to its shareholders for purposes of Federal income taxation.  For purposes of determining the Total Shareholder Return for the Company and each of the Peer Companies over the Performance Period, the change in the price of the Company’s Stock and of the stock of each Peer Company , as the case may be, over the Performance Period shall be based upon the average of the closing stock prices of the Company and such Peer Company on each trading day in the 30-trading day period preceding each of the start (the “ Initial Value ”) and the end (the “ Closing Value ”) of the Performance Period; provided, however, that any Peer Company that files for bankruptcy during the Performance Period shall be deemed to have a Total Shareholder Return for the Performance Period equal to the lowest Total Sh areholder Return of the remaining non-bankrupt Peer Companies for the Performance Period. The Initial Value of the Stock to be used to determine Total Shareholder Return of the Company over the Performance Period is $9.00 per share. The Initial Value of th e stock of each Peer Company to be used to determine Total Shareholder Return of such Peer Company over the Performance Period is set forth opposite such Peer Company’s name on Appendix A hereto. Achievement with respect to the Performance Objective shall be determined based on the Company’s relative ranking with regard to Total Shareholder Return as compared to Total Shareholder Return of the Peer Companies, and shall be determined in accordance with the provisions of Appendix A hereto.  A company shall be a “ Peer Company ” if it (a) is one of the companies listed on Appendix A hereto and (b) has a class of common equity securities traded on a national securities exchange on each date during the period that begins on the first day of the Performance Period a nd ends on the first to occur of (i) the last day of the Performance Period or (ii) the date immediately preceding the date on which such company files for bankruptcy.  The number of Performance Units, if any, determined to be earned pursuant to the provis ions of Appendix A hereto, as modified pursuant to Section 6 hereof, if applicable, is referred to as “ Earned Performance Units ”.  Notwithstanding anything in this Section 4 to the contrary, if the Company’s Total Shareholder Return for the Performance Per iod is negative, then the maximum number of Earned Performance Units for the Performance Period shall be the aggregate number of Performance Units awarded in respect of the Performance Period as stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof).

5. Conversion of Performance Units; Delivery of Stock . Unless an earlier date applies pursuant to Section 6 hereof, payment in respect of Earned Performance Units shall be made not later than March 1 of the year following the end of the Performance Period.  Unless otherwise determined by the Committee, all payments in respect of Earned Performance Units shall be made in shares of Stock. Any shares of Stock issued pursuant to this Agreement in settlement of Earned Performance Units shall be in book entry form registered in the name of Employee or his or her beneficiary, as the case may be. Any fractional Earned Performance Units shall be rounded down to the nearest whole share of Stock.

6. Termination of Employment; Change of Control .

(a) Death or Disability . If Employee’s employment with the Company and its subsidiaries terminates during the Performance Period due to Employee’s death or Disability, Employee shall be deemed to have Earned Performance Units equal to the aggregate number of Performance Units awarded in respect of the Performance Period as stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof).  Such Earned Performance Units shall be settled as soon as practicable following the date of Employee’s termination of employment, but not later than December 31 of the calendar year in which such termination of employment occurs.

(b) Involuntary Termination Outside of Change of Control Period .  If Employee incurs an Involuntary Termination during the Performance Period but outside of a Change of Control Period, Employee shall be deemed to have Earned Performance Units, as of the date of such Involuntary Termination, equal to the product of (i) the aggregate number of Performance Units awarded in respect of the Performance Period as stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof) and (ii) a fraction, (x) the numerator of which is the number of days that have elapsed between (and including) the first day of the Performance Period and the date of such Involuntary Termination, and (y) the denominator of which is the total number of days in the Performance Period.  Such Earned Performance Units shall be settled as soon as practicable following the date of Employee’s termination of employment, but not later than December 31 of the calendar year in which such termination of employment occurs.

(c) Involuntary Termination During Change of Control Period .  If Employee incurs an Involuntary Termination during the Performance Period and within a Change of Control Period, Employee shall be deemed to have Earned Performance Units, as of the date of such Involuntary Termination, equal to the greater of (i) the aggregate number of Performance Units awarded in respect of the Performance Period as stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof) and (ii) the number of Performance Units that Employee would have earned for the Performance Period in accordance with Section 4 hereof assuming that (x) the Performance Period ended on the date of such Involuntary Termination and (y) the determination of whether, and to what extent, the Performance Objective with respect to the Performance Period is achieved, is based on actual performance against the stated performance criteria through the date of such Involuntary Termination.  Such Earned Performance Units shall be settled as soon as practicable following the date of Employee’s termination of employment, but not later than thirty (30) days following the date such termination of employment occurs.

(d) Other Termination of Employment . Unless otherwise determined by the Committee at or after grant, if Employee’s employment with the Company and its subsidiaries terminates before the end of the Performance Period for any reason other than those listed in Section 6(a), 6(b) or 6(c) hereof, all of Employee’s Performance Units shall terminate and automatically be canceled upon such termination of employment.

(e) Change of Control .  Upon a Change of Control that involves a merger, reclassification, reorganization or other similar transaction in which the surviving entity, the

Company’s successor or the direct or indirect parent of the surviving entity or the Company’s successor, fails to assume t his Award or substitute this Award with a substantially equivalent award, as determined by the Compensation Committee as constituted immediately prior to such Change of Control, Employee shall be deemed to have Earned Performance Units, as of the date of s uch Change of Control, equal to the greater of (i) the aggregate number of Performance Units awarded in respect of the Performance Period as stated in Section 1 hereof (as such number may be adjusted in accordance with Section 10 hereof) and (ii) the numbe r of Performance Units that Employee would have earned for the Performance Period in accordance with Section 4 hereof assuming that (x) the Performance Period ended on the date of such Change of Control and (y) the determination of whether, and to what ext ent, the Performance Objective with respect to the Performance Period is achieved, is based on actual performance against the stated performance criteria through the date of such Change of Control.   Such Earned Performance Units shall be settled immediatel y prior to such Change of Control.

7. Blackout Periods .  Employee acknowledges that, to the extent the event triggering settlement of any earned and vested Performance Units occurs during a “blackout” period wherein certain employees, including Employee, are precluded from selling shares of Stock, the Chief Executive Officer of the Company or his or her designee retains the right, in his or her sole discretion, to defer the issuance of the shares of Stock in settlement of such Performance Units; provided , however , that the Chief Executive Officer (or his or her designee) will not exercise this right to defer issuance if such shares of Stock are specifically covered by a Rule 10b5-1 trading plan of Employee that causes such shares of Stock to be exempt from any applicable blackout period then in effect.  In the event the issuance of any shares of Stock is deferred hereunder due to the existence of a blackout period, such shares of Stock will be issued to Employee on or before the date that is ninety (90) days following the date on which the shares of Stock were originally scheduled to be issued, but in no event later than (i) the fifth (5 ^th ) business day following the termination of such blackout period or (ii) December 31 of the year in which the underlying Performance Units became earned and vested.  

8. Non-transferability of Award . The Performance Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Following Employee’s death, any shares of Stock issuable to Employee in respect of his or her Earned Performance Units will be issued to Employee’s beneficiary, at the time specified in Section 5 hereof or, if applicable, Section 6 hereof, in accordance with, and subject to, the terms and conditions hereof and of the Plan.

9. Beneficiary Designation .  Employee may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to receive any shares of Stock issuable or cash payable hereunder in respect of Employee’s Earned Performance Units following Employee’s death at the time specified in Section 5 hereof or, if applicable, Section 6 hereof.  Each designation will revoke all prior designations, shall be in a form prescribed by the Committee, and will be effective only when filed in writing with the Company during Employee’s lifetime.  In the absence of any such effective designation, shares of Stock issuable under this Agreement in connection with E mployee’s death shall be issued to Employee’s surviving spouse, if any, or otherwise to Employee’s estate.

10. Adjustments in Respect of Performance Units . In the event of any stock dividend or stock split, recapitalization (including, but not limited to, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than cash dividends), exchange of shares, or other similar corporate change with regard to the Company or any Peer Company, appropriate adjustments shall be made by the Committee to the Initial Value and Closing Value of the corresponding stock and, if any such event occurs with respect to the Company, in the number of Performance Units subject to this Agreement. The Committee’ s determinations with respect to any such adjustments shall be conclusive. Except to the extent the context otherwise requires, references herein or in Appendix A hereto to the Performance Units shall be deemed to mean such Performance Units as adjusted pu rsuant to the provisions of this Section 10.

11. Effect of Settlement . Upon conversion into shares of Stock pursuant to Section 5 hereof, all of Employee’s Performance Units subject to this Award shall be cancelled and terminated.  If Employee is still employed at the end of the Performance Period, and none of Employee’s Performance Units shall have become earned in accordance with the terms of this Agreement, all such Performance Units subject to this Award shall be cancelled and terminated.

12. Recoupment .  Notwithstanding any other provision herein, this Award and any shares of Stock that may be issued, delivered or paid in respect of this Award, as well as any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, shall be subject to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment or “clawback” policies of the Company that may be in effect from time to time.  In addition, the Company may require Employee to deliver or otherwise repay to the Company this Award and any shares of Stock delivered or paid in respect of this Award, as well as any consideration that may be received in respect of a sale or other disposition of any such shares of Stock, if the Company reasonably determines that during Employee’s employment with the Company or a subsidiary, or at any time thereafter, Employee (a) has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use, of inside information, customer lists, trade secrets or other confidential information of the Company or any of its subsidiaries; or (b) has materially breached any agreement to which Employee is a party with the Company or any of its subsidiaries, including, but not limited to, any non-competition or non-solicitation agreement.

13. Furnish Information . Employee agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Responsibility for Taxes .

(a) Employee Acknowledgements . Employee hereby acknowledges that, regardless of any action taken by the Company or, if different, Employee’s employer (the “ Employer ”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax related items related to Employee’s participation in the Plan and legally applicable to Employee (“ Tax-Related Items ”) is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer.

Employee further acknowledges that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect o f this Award, including, but not limited to, the grant of the Performance Units, the vesting and settlement of the Performance Units, the delivery or sale of any shares of Stock and the receipt of any dividends equivalents, and (ii) do not commit to and ar e under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result.

(b) Withholding .

(i) Prior to the relevant taxable or tax withholding event, as applicable, Employee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Employee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by: (A) withholding from Employee’s wages or other cash compensation paid to Employee by the Company and/or Employer; (B) causing Employee to tender a cash payment; (C) withholding from the proceeds of the sale of shares of Stock acquired on settlement of the Performance Units and sold either through a voluntary sale or through a mandatory sale arranged by the Company (on Employee’s behalf pursuant to this authorization without Employee’s further consent); or (D) withholding a number of shares of Stock from the shares of Stock issued or otherwise issuable to Employee in connection with this Award.

(ii) Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding a number of shares of Stock, for tax purposes, Employee is deemed to have been issued the full number of shares of Stock, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Tax-Related Items.

15. Right of the Company and Subsidiaries to Terminate Employment . Nothing contained in this Agreement shall confer upon Employee the right to continue in the employ of the Company or any subsidiary of the Company, or interfere in any way with the rights of the Company or any subsidiary of the Company to terminate Employee’s employment at any time.

16. No Liability for Good Faith Determinations . Neither the Company, the Committee nor members of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Performance Units granted hereunder.

17. No Guarantee of Interests . The Committee and the Company do not guarantee the Stock from loss or depreciation.

18. Company Records . Records of the Company or its subsidiaries regarding Employee’s period of employment, termination of employment and the reason therefor, leaves of

absence, re-employme nt, and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

19. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

20. Notices . Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or Employee may change, at any time and from time to time, by written notice to the other, the address which it or he or she had previously specified for receiving notices.

The Company and Employee agree that any notices shall be given to the Company or to Employee at the following addresses:

Company :   Montage Resources Corporation

Attn: General Counsel

122 W. John Carpenter Freeway, Suite 300

Irving, Texas 75039

Employee :   At Employee’s current address as shown in the Company’s records.

21. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

22. Successor . This Agreement shall be binding upon Employee and Employee’s legal representatives, heirs, legatees and distributees and upon the Company, its successors and assigns.

23. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

24. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

25. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of shares of Stock or other property to Employee, or to Employee’s legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof,

be in full satisfaction of all claims of such persons hereunder.  The Com pany may require Employee or Employee’s legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

26. Amendment . This Agreement may be amended at any time unilaterally by the Company; provided , however , that, notwithstanding anything in the Plan to the contrary, no amendment of this Agreement may adversely affect Employee’s rights under this Agreement without the prior written consent of Employee, except to the extent the Company believes in good faith that an amendment is desirable or necessary to comply with applicable law, including, but not limited to, Section 409A of the Code.

27. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

28. Construction . It is intended that the terms of this Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code.  This Agreement shall be construed and interpreted consistent with that intent.

29. Agreement Regarding Securities Act of 1933 . Employee represents and agrees that Employee will not sell the Stock that may be issued to Employee pursuant to Employee’s Performance Units except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act (including Rule 144 promulgated thereunder).

30. No Shareholder Rights . The Performance Units granted pursuant to this Agreement do not and shall not entitle Employee to any rights as a shareholder of the Company until such time as Employee receives shares of Stock pursuant to this Agreement.  Employee’s rights with respect to the Performance Units shall remain forfeitable in accordance with this Agreement at all times prior to the date on which Employee’s rights become earned in accordance with this Agreement.

31. Imposition of Other Requirements .  The Company reserves the right to impose other requirements on Employee’s participation in the Plan, on the Performance Units and on any shares of Stock acquired under the Plan, to the extent the Company determines in good faith it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

32. Electronic Delivery and Acknowledgement .  By Employee’s acceptance of this Award, Employee is acknowledging that he or she has received and read, understands and accepts all the terms, conditions and restrictions of this Agreement and the Plan. The Company may, in its sole discretion, deliver any documents related to this Award and this Agreement, or other awards that have been or may be awarded under the Plan, by electronic means, including prospectuses, proxy materials, annual reports and other related documents, and the Company may, in its sole discretion, engage a third party to effect the delivery of these documents on its behalf and provide

oth er administrative services related to this Award and the Plan. By Employee’s acceptance of this Award, Employee consents to receive such documents by electronic delivery and to the engagement of any such third party.

[ Signature page follows. ]

IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, each effective as of the date first above written.

{Signature Page to Performance Unit Award Agreement}

{Appendix A to Performance Unit Award Agreement}