JAGGED PEAK ENERGY INC.

EXECUTIVE SEVERANCE PLAN

1.         Purpose and Effective Date . Jagged Peak Energy Inc. (the “ Company ”) has adopted this Executive Severance Plan (this “ Plan ”) to provide for the payment of severance or change in control benefits to Eligible Individuals (as defined below). The Plan was approved by the Board of Directors of the Company (the “ Board ”) to be effective as of April 14, 2017 (the “ Effective Date ”).

2.      Definitions . For purposes of this Plan, the terms listed below will have the meanings specified herein:

(a)      “ Accrued Obligations ” means (i) payment to an Eligible Individual of all earned but unpaid Base Salary through the Date of Termination prorated for any partial period of employment; (ii) payment to an Eligible Individual, in accordance with the terms of the applicable benefit plan of the Company or its Affiliates or to the extent required by law, of any benefits to which such Eligible Individual has a vested entitlement as of the Date of Termination; (iii) payment to an Eligible Individual of any accrued unused vacation; and (iv) payment to an Eligible Individual of any approved but not yet reimbursed business expenses incurred in accordance with applicable policies of the Company and its Affiliates, including this Plan.

(b)      “ Administrator ” means the Board or a person or committee appointed by the Board to administer this Plan.

(c)      “ Affiliate ” means (i) with respect to the Company, any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessor to any such entity; provided¸ however , that a natural person shall not be considered an Affiliate; and (ii) with respect to an Eligible Individual, any person that directly, or through one or more intermediaries, is controlled by such Eligible Individual or members of such Eligible Individual’s immediate family.

(d)      “ Base Salary ” means an Eligible Individual’s annual base salary as of a Notice of Termination (without regard to any reduction in such Base Salary which constitutes Good Reason).

(e)      “ Cause ” means one or more of the following events: (i) an Eligible Individual’s continued failure, after written notice is given and a reasonable opportunity to cure has been granted, to comply with the reasonable written directives of such Eligible Individual’s Jagged Peak Employer, (ii) an Eligible Individual’s failure to comply in any material respect with the written terms of employment with such Eligible Individual’s Jagged Peak Employer, (iii) an Eligible

Individual’s willful misconduct resulting in material and demonstrable damage to such Eligible Individual’s Jagged Peak Employer, including, without limitation, theft, embezzlement or material misrepresentations or concealments on any written reports submitted to such Eligible Individual’s Jagged Peak Employer, (d) an Eligible Individual’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense involving acts of theft, fraud, embezzlement or similar conduct or (e) an Eligible Individual’s material breach of written policies of such Eligible Individual’s Jagged Peak Employer concerning employee discrimination or harassment, after written notice is given and a reasonable opportunity to cure been granted, if such breach is capable of being cured without penalty or damages to such Eligible Individual’s Jagged Peak Employer.

(f)      “ Change in Control ” means:

(i)      the acquisition by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided, however, that the following acquisitions by a Person shall not constitute a Change in Control: (I) any acquisition directly from the Company; (II) any acquisition by the Company; (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (IV) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B), and (C) of Section 1(f)(iii) below;

(ii)      the individuals who, as of the later of the date of the Effective Date or the last amendment to this Plan approved by the Board, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board. Any individual becoming a director subsequent to the later of the Effective Date or the date of the last amendment to this Plan approved by the Board whose election, or nomination for election by the Company’s stockholders, is approved by the vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the later of the Effective Date or the last amendment to the date of this Plan approved by the Board, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the later of the Effective Date or the date of the last amendment to this Plan approved by the Plan;

(iii)      the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), unless following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock (or, for non- corporate entity, equivalent securities) of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)      the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(g)      “ CIC Effective Date ” means the date upon which a Change in Control occurs.

(h)      “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.

(i)      “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(j)      “ Date of Termination ” means (i) if the Eligible Individual’s employment with the Company and its Affiliates is terminated by death, the date of such Eligible Individual’s death; (ii) if the Eligible Individual’s employment is terminated because of the Eligible Individual becoming Disabled, then 30 days after the Notice of Termination is given; or (iii) if (A) the Eligible

Individual’s employment is terminated by the Company or any of its Affiliates with or without Cause or (B) the Eligible Individual’s employment by the Eligible Individual with or without Good Reason, then, in each case, the date specified in the Notice of Termination, which shall comply with the applicable notice requirements set forth herein. Transfer of employment between and among the Company and its Affiliates, by itself, shall not constitute a termination of employment for purposes of this Plan.

(k)      “ Disability ” or “ Disabled ” as it relates to an Eligible Individual means when such Eligible Individual (i) receives disability benefits under either Social Security or the applicable long- term disability plan of the Company or its Affiliates, if any, or (ii) the Administrator, upon the written report of a qualified physician designated by the Administrator or the insurer of the applicable long-term disability plan of the Company or its Affiliates, shall have determined (after a complete physical examination of the Eligible Individual at any time after he has been absent from employment with the Company or its Affiliates for 90 or more consecutive calendar days) that such Eligible Individual has become physically and/or mentally incapable of performing such Eligible Individual’s essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental).

(l)      “ Employment Letter ” means a letter agreement executed by an Eligible Individual regarding such Eligible Individual’s employment with a Jagged Peak Employer and participation in this Plan.

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

(n)      “ Good Reason ” means the occurrence, without an Eligible Individual’s express written consent of (i) a material reduction in such Eligible Individual’s annual base salary; (ii) a relocation of your principal place of employment outside of the area in which you are currently working; (iii) any breach by such Eligible Individual’s Jagged Peak Employer of any material provision of this Plan or any agreement entered into between such such Eligible Individual and such entity, if any; or (iv) a material diminution in such Eligible Individual’s authority, duties or responsibilities or an adverse change in such Eligible Individual’s reporting relationship; provided, however, that such Eligible Individual gives written notice to such Eligible Individual’s Jagged Peak Employer of the existence of such a condition described in (i) – (iv) above within ninety (90) days of the initial existence of the condition, such Eligible Individual’s Jagged Peak Employer has at least thirty (30) days from the date when such notice is provided to cure the condition (if such condition can be cured) without being required to make payments due to termination of employment, and such Eligible Individual actually terminates such Eligible Individual’s employment for Good Reason within six (6) months of the initial occurrence of any of the conditions above.

(o)      “ Group 1 Executive ” means an Eligible Individual identified as a “Group 1 Executive” in accordance with such individual’s Employment Letter.

(p)      “ Group 2 Executive ” means an Eligible Individual identified as a “Group 2 Executive” in accordance with such individual’s Employment Letter.

(q)      “ Group 3 Executive ” means an Eligible Individual identified as a “Group 2 Executive” in accordance with such individual’s Employment Letter.

(r)      “ Group ” means the level at which an Eligible Individual is identified immediately prior to the Eligible Individual’s termination of employment (without regard to any reduction in such Group which constitutes Good Reason).

(s)      “ Jagged Peak Employer ” means any member of the Jagged Peak Group that employs any Eligible Individual.

(t)      “ Jagged Peak Group ” means all and any of the Company and its subsidiaries.

(u)      “ LTIP ” means the Company’s 2017 Long Term Incentive Plan, but expressly excludes the Jagged Peak Energy Inc. Management Incentive Plan of JPE Management Holdings LLC (the “ Holdco Plan ”).

(v)      “ Notice of Termination ” means a notice that indicates the specific termination provision in this Plan relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated; provided, however, that any failure to provide such detail shall not delay the effectiveness of the termination.

(w)      “ Post Termination Non-Compete Term ” means one year; provided that in the event that an Eligible Individual voluntarily resigns without Good Reason such that the Company has no Severance Obligations to such Eligible Individual, then there shall be no Post Termination Non-Compete Term.

(x)      “ Post Termination Obligations ” means any obligations owed by an Eligible Individual to the Company or any of its Affiliates which survive such Eligible Individual’s employment with the Company or its Affiliates, including, without limitation, those obligations and restrictive covenants (including covenants not to compete and not to solicit) set forth in such Eligible Individual’s Employment Letter.

(y)      “ Section 409A ” means Section 409A of the Code and the regulations and administrative guidance issued thereunder.

(z)      “ Section 4999 ” means Section 4999 of the Code.

(aa)      “ Separation from Service ” shall mean a “separation from service” as such term is defined for purposes of Section 409A.

(bb)      “ Severance Obligations ” means (i) in the Case of a Group 1 Executive, those Severance Obligations identified in Section 5(b)(i)(A)-(C) of this Plan; (ii) in the case of a Group 2 Executive, those Severance Obligations identified in Section 5(b)(ii)(A)-(C) of this Plan and (iii) in the case of a Group 3 Executive, those Severance Obligations identified in Section 5(b)(iii)(A)-(C) of this Plan.

(cc)      “ STIP ” means the Company’s Short Term Incentive Program or other annual cash incentive program or plan.

3.      Administration of the Plan .

(a)      Authority of the Administrator. This Plan will be administered by the Administrator. Subject to the express provisions of this Plan and applicable law, the Administrator will have the authority, in its sole and absolute discretion, to: (i) adopt, amend, and rescind administrative and interpretive rules and regulations related to this Plan, (ii) delegate its duties under this Plan to such agents as it may appoint from time to time, and (iii) make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering this Plan, including the delegation of those ministerial acts and responsibilities as the Administrator deems appropriate. The Administrator shall have complete discretion and authority with respect to this Plan and its application except to the extent that discretion is expressly limited by this Plan. The Administrator may correct any defect, supply any omission, or reconcile any inconsistency in this Plan in any manner and to the extent it deems necessary or desirable to carry this Plan into effect, and the Administrator will be the sole and final judge of that necessity or desirability. The determinations of the Administrator on the matters referred to in this Section 3(a) will be final and conclusive.

(b)      Manner of Exercise of Authority . Any action of, or determination by, the Administrator will be final, conclusive and binding on all persons, including the Company, the Company’s Affiliates, the Board, the stockholders of the Company, each Eligible Individual, or other persons claiming rights from or through an Eligible Individual. The express grant of any specific power to the Administrator, and the taking of any action by the Administrator, will not be construed as limiting any power or authority of the Administrator. The Administrator may delegate to officers of the Company, or committees thereof, the authority, subject to such terms as the Administrator will determine, to perform such functions, including administrative functions, as the Administrator may determine. The Administrator may appoint agents to assist it in administering this Plan.

(c)      Limitation of Liability . The Administrator will be entitled to, in good faith, rely or act upon any report or other information furnished to the Administrator by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. The Administrator and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Administrator 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.

4.      Eligibility . Each employee of the Company or any of its Affiliates eligible to receive the benefits described in this Plan as designated by the Administrator (collectively the “ Eligible Individuals ” and each an “ Eligible Individual ”); provided, that any individual who is entitled to severance or change in control benefits pursuant to a separate written agreement between the Company (or one of its Affiliates) and the individual shall not be an Eligible Individual.

5.      Plan Benefits .

(a)      Payment of Accrued Obligations. In the event an Eligible Individual’s Date of Termination occurs for any reason, such Eligible Individual shall be entitled to receive the Accrued Obligations. Participation in all benefit plans of the Company and its Affiliates will terminate upon an Eligible Individual’s Date of Termination except as otherwise specifically provided in the applicable plan.

(b)      Severance Obligations. In the event an Eligible Individual’s employment with the Company and its Affiliates is terminated by death, for Disability, by the Company or one of its Affiliates without Cause or by such Eligible Individual resigning such Eligible Individual’s employment for Good Reason, the Company (or the Affiliate of the Company that is the employer of the Eligible Individual immediately prior to termination) shall provide Severance Obligations set forth below, provided that the conditions of Sections 5(c) and 8 of this Plan have been fulfilled.

(i)      Group 1 Executives . The Severance Obligations to a Group 1 Executive shall be as follows:

(1)      immediately prior to the Separation from Service, immediate vesting of fifty percent (50%) or, if such Separation from Service is in connection with a Change in Control, one hundred percent (100%), of all equity incentives then held by such Group 1 Executive pursuant to the LTIP, with payment of such equity incentives payable in accordance with the applicable award agreement; provided that any such equity incentives that vest or are earned based on both continued employment and the achievement of performance goals shall continue to vest or be earned upon achievement of such performance

goals, notwithstanding the Separation from Service, except to the extent such equity incentives are otherwise measured and paid out as of the Change in Control pursuant to Section 6, below; and

(2)      if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Group 1 Executive, during the portion, if any, of the 18-month period, commencing as of the date such Group 1 Executive is eligible to elect and timely elects to continue coverage for such Group I Executive and such Group 1 Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Group 1 Executive for the difference between the amount such Group 1 Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or its applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Separation from Service being payable on the first business day 60 days following the Separation from Service and any other such reimbursement payable being paid on a monthly basis thereafter.

(ii)      Group 2 Executives . The Severance Obligations to a Group 2 Executive shall be as follows:

(1)      no later than the first business day 60 days after the Separation from Service, payment of a lump sum cash payment equal to 2 years of such Group 2 Executive’s then current Base Salary as of the Date of Termination, subject to applicable taxes and withholdings;

(2)      no later than the first business day 60 days after Separation from Service, payment of a lump sum cash payment equal to 200% of the greater of (A) the annual average of any bonuses received by such Group 2 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination and (B) such Group 2 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)      immediately prior to the Separation from Service, immediate vesting of fifty percent (50%) or, if such Date of Termination is in connection with a Change in Control, one hundred percent (100%), of all equity incentives then held by such Group 2 Executive pursuant to the LTIP, with payment of such equity incentives payable in accordance with the applicable award agreement; provided that any such equity incentives that vest or are earned based on both continued employment and the achievement of

performance goals shall continue to vest or be earned upon achievement of such performance goals, notwithstanding the Separation from Service, except to the extent such equity incentives are otherwise measured and paid out as of the Change in Control pursuant to Section 6, below; and

(4)      if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Group 2 Executive, during the portion, if any, of the 18-month period, commencing as of the date such Group 2 Executive is eligible to elect and timely elects to continue coverage for such Group 2 Executive and such Group 2 Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Group 2 Executive on a monthly basis for the difference between the amount such Group 2 Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or the applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Separation from Service being payable on the first business day 60 days following the Separation from Service and any other such reimbursement payable being paid on a monthly basis thereafter.

(iii)      Group 3 Executives . The Severance Obligations to a Group 3 Executive shall be as follows:

(1)      no later than the first business day 60 days after the Separation from Service, payment of a lump sum cash payment equal to 1 years of such Group 3 Executive’s then current Base Salary as of the Separation from Service, subject to applicable taxes and withholdings;

(2)      no later than the first business day 60 days after the Separation from Service, payment of a lump sum cash payment equal to 100% of the greater of (A) the annual average of any bonuses received by such Group 3 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination and (B) such Group 3 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)      immediately prior to the Separation from Service, immediate vesting of fifty percent (50%) or, if such Separation from Service is in connection with a Change in Control, one hundred percent (100%), of all equity incentives then held by such Group 3 Executive pursuant to the LTIP, with payment of such equity incentives payable in accordance with the applicable award agreement; provided that any such equity incentives

that vest or are earned based on both continued employment and the achievement of performance goals shall continue to vest or be earned upon achievement of such performance goals, notwithstanding the Separation from Service, except to the extent such equity incentives are otherwise measured and paid out as of the Change in Control pursuant to Section 6, below; and

(4)      if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Group 3 Executive, during the portion, if any, of the 12-month period, commencing as of the date such Group 3 Executive is eligible to elect and timely elects to continue coverage for such Group 3 Executive and such Group 3 Executive’s eligible dependents under the Company’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, the Company (or the Affiliate of the Company that is the Eligible Individual’s employer immediately prior to termination) shall reimburse such Group 3 Executive on a monthly basis for the difference between the amount such Group 3 Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company or the applicable Affiliate pay for the same or similar coverage, with any such reimbursement payable for the 60 day period immediately following the Separation from Service being payable on the first business day 60 days following the Separation from Service and any other such reimbursement payable being paid on a monthly basis thereafter.

(c)      Conditions to Severance Obligations. Notwithstanding Section 5(b) of this Plan, in no event shall an Eligible Individual be entitled to the Severance Obligations unless such Eligible Individual (i) tenders their resignation as a member of the Board and of the board of directors of any Affiliate (in each case, to the extent applicable) effective as of the Date of Termination (the “ Resignation ”), and (ii) executes a Release Agreement in a form and substance approved by the Administrator (the “ Release ”) substantially similar to the Release attached hereto as Exhibit A , with any additional customary terms as the Administrator may deem appropriate in the circumstances, and such Release is not revoked. The Eligible Individual shall be eligible for the Severance Obligations only if the executed Release is returned to the Company and becomes irrevocable within 60 days after the Separation from Service. Until the Release has become irrevocable, any such Severance Obligations shall not be provided by the Company or any of its Affiliates. If an Eligible Individual fails to return the Resignation so that it would, if accepted, be effective upon the Date of Termination, or fails to return the Release to the Company in sufficient time so that the Release becomes irrevocable within 60 days after the Separation from Service, such Eligible Individual’s rights to Severance Obligations shall be forfeited.

6.      Change in Control Benefits . Notwithstanding anything to the contrary that may be set forth in the LTIP or in any grant agreement thereunder, if an Eligible Individual is employed by the Company or one of its Affiliates on the CIC Effective Date, then with respect to any equity

incentives that vest or are earned based on both continued employment and the achievement of performance goals, the performance period shall be deemed to have ended on the date of the Change in Control and the Eligible Individual shall receive an immediate payout under such equity incentives based on performance through the date of the Change in Control. In addition, in the event and such Eligible Individual (a) resigns such Eligible Individual’s employment with the Company and its Affiliates for Good Reason or (b) is terminated by the Company and its Affiliates without Cause, in each case, at any time within the eighteen-month period following the CIC Effective Date, then such Eligible Individual shall be entitled to receive the Accrued Obligations and Severance Obligations in accordance with Section 5 hereof.

7.      Parachute Payment Limitations . Notwithstanding any contrary provision in this Plan, if an Eligible Individual is a “ disqualified individual ” (as defined in Section 280G of the Code), and the Severance Obligations that would otherwise be paid to such Eligible Individual under this Plan together with any other payments or benefits that such Eligible Individual has a right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) (collectively, the “ Payments ”) would constitute a “ parachute payment ” (as defined in Section 280G of the Code), the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of such Payments and benefits received by the Eligible Individual from the Company and its Affiliates shall be $1.00 less than three times such Eligible Individual’s “ base amount ” (as defined in Section 280G of the Code) (the “ Safe Harbor Amount ”) and so that no portion of such Payments received by such Eligible Individual shall be subject to the excise tax imposed by Section 4999; or (b) paid in full, whichever produces the better net after-tax result for such Eligible Individual (taking into account any applicable excise tax under Section 4999 and any applicable federal, state and local income and employment taxes). The determination as to whether any such reduction in the amount of the Payments is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on such Eligible Individual. If reduced Payments are made to the Eligible Individual pursuant to this Section 7 and through error or otherwise those Payments exceed the Safe Harbor Amount, the Eligible Individual shall immediately repay such excess to the Company or its applicable Affiliate upon notification that an overpayment has been made.

The reduction of Payments, if applicable, shall be made by reducing, first, Severance Obligations to be paid in cash hereunder in the order in which such payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and second, by reducing any other cash payments that would be payable to the Eligible Individual outside of this Plan which are valued in full for purposes of Code Section 280G in a similar order (last to first), any third, by reducing any equity acceleration hereunder of awards which are valued in full for purposes of Section 280G of the Code in a similar order (last to first), and finally, by reducing any other payments or benefit provided hereunder in a similar order (last to first).

8.      Conditions to Receipt of Severance Obligations .

(a)      Compliance with Post-Termination Obligations . Notwithstanding anything contained in this Plan to the contrary, the Company and its Affiliates shall have the right to cease providing any part of the Severance Obligations, and the Eligible Individual shall be required to immediately repay the Company and its Affiliates for any Severance Obligations already provided, but all other provisions of this Plan shall remain in full force and effect, if such Eligible Individual has been determined, pursuant to the dispute resolution provisions hereof, not to have fully complied with such Eligible Individual’s Post-Termination Obligations during the Severance Obligation Period or longer, as may be the case.

(b)      Separation from Service Required. Notwithstanding anything contained in this Plan to the contrary, the Eligible Individual shall be entitled to Severance Obligations only if such Eligible Individual’s termination of employment constitutes a Separation from Service.

9.      Termination .

(a)      Notice of Termination. Any termination of an Eligible Individual’s employment with the Company and its Affiliates (other than termination as a result of death) shall be communicated by written Notice of Termination to, (i) in the case of termination by an Eligible Individual, the Company or one of its Affiliates and (ii) in the case of termination by the Company and its Affiliates, the Eligible Individual.

(b)      Death . An Eligible Individual’s employment with the Company and its Affiliates shall terminate immediately upon such Eligible Individual’s death.

(c)      Disability . An Eligible Individual’s employment with the Company and its Affiliates shall terminate 30 days after Notice of Termination is given by the Company or its Affiliates.

(d)      For Cause .

(i)      Subject to Section 9(d)(ii), the Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company and its Affiliates immediately for any Cause.

(ii)      If the Company or one of its Affiliates determines, in its sole discretion, that a cure is possible and appropriate, the Company or the applicable Affiliate will give an Eligible Individual being terminated for Cause written notice of the acts or omissions constituting Cause and no termination of such Eligible Individual’s employment with the Company and its Affiliates for Cause shall occur unless and until such Eligible Individual fails to cure such acts or

omissions within 10 days following the receipt of such written notice. If the Company or one of its Affiliates determines, in its sole discretion, that a cure is not possible or appropriate, an Eligible Individual being terminated for Cause shall have no notice or cure rights before such Eligible Individual’s employment with the Company and its Affiliates is terminated for Cause.

(e)      Without Cause. The Company and its Affiliates shall be entitled to terminate an Eligible Individual’s employment with the Company for any reason other than death, Disability or Cause, at any time by providing written notice to such Eligible Individual that the Company and its Affiliates is terminating such Eligible Individual’s employment with the Company and its Affiliates without Cause.

(f)      With Good Reason .

(i)      Subject to Section 9(f)(ii), an Eligible Individual shall be permitted to terminate such Eligible Individual’s employment with the Company and its Affiliates for any Good Reason.

(ii)      To exercise an Eligible Individual’s right to terminate such Eligible Individual’s employment for Good Reason, such Eligible Individual must provide written notice to the Company or one of its Affiliates of such Eligible Individual’s belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to such Good Reason, and such notice shall describe the conditions believed to constitute Good Reason. The Company and its Affiliates shall have 30 days to remedy the Good Reason condition(s). If the condition(s) are not remedied during such 30-day period, such Eligible Individual may terminate such Eligible Individual’s employment with the Company and its Affiliates for Good Reason by delivering a Notice of Termination to the Company; provided, however, that such termination must occur no later than 180 days after the date of the initial existence of the condition(s) giving rise to such Good Reason; otherwise, such Eligible Individual is deemed to have accepted the condition(s), or the Company’s and its Affiliates correction of such condition(s), that may have given rise to the existence of such Good Reason.

(g)      Without Good Reason . An Eligible Individual shall be entitled to terminate such Eligible Individual’s employment with the Company and its Affiliates at any time by providing 30 days written Notice of Termination to the Company or one of its Affiliates and stating that such termination is without Good Reason, provided, however, that notwithstanding anything to the contrary contained herein, the Company and its Affiliates shall be under no obligation to continue to employ such Eligible Individual for such 30 day period.

(h)      Suspension of Duties . Notwithstanding the foregoing provisions of this Section 9, the Company and its Affiliates may, to the extent doing so would not result in the Eligible Individual’s Separation from Service, suspend an Eligible Individual from performing such Eligible

Individual’s duties, responsibilities, and authorities (including, without limitation, such Eligible Individual’s duties, responsibilities and authorities as a member of the Board or the board of directors of any Affiliate) following the delivery by such Eligible Individual of a Notice of Termination providing for such Eligible Individual’s resignation, or following delivery by the Company or one of its Affiliates of a Notice of Termination providing for the termination of such Eligible Individual’s employment for any reason; provided , however, that during the period of suspension (which shall end on or before the Date of Termination), and subject to the legal rules applicable to any Company benefit plans under Section 401(a) of the Code and the rules applicable to nonqualified deferred compensation plans under Section 409A, such Eligible Individual shall continue to be treated as employed by the Company and its Affiliates for other purposes, and such Eligible Individual’s rights to compensation or benefits shall not be reduced by reason of the suspension; and provided, further, that any such suspension shall not affect the determination of whether the resignation was for Good Reason or without Good Reason or whether the termination was for Cause or without Cause. The Company and its Affiliates may suspend an Eligible Individual with pay pending an investigation authorized by the Company or any of its Affiliates or a governmental authority in order to determine whether such Eligible Individual has engaged in acts or omissions constituting Cause, and in such case the paid suspension shall not constitute a termination of such Eligible Individual’s employment with the Company and its Affiliates; provided , however, that such suspension shall not continue past the time that the Eligible Individual would incur a Separation from Service (at such point, the Company shall either terminate the Eligible Individual in accordance with this Plan or have the Eligible Individual return to active employment).

10.      General Provisions .

(a)      Taxes. The Company and its Affiliates are authorized to withhold from any payments made hereunder amounts of withholding and other taxes due or potentially payable in connection therewith, and to take such other action as the Company and its Affiliates may deem advisable to enable the Company, its Affiliates and Eligible Individuals to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under this Plan.

(b)      Offsets and Substitutions. Pursuant to Reg. § 1.409A-3(j)(4)(xiii), the Company and its Affiliates may set off against, and each Eligible Individual authorizes the Company and its Affiliates to deduct from, any payments due to such Eligible Individual, or to such Eligible Individual’s estate, heirs, legal representatives or successors, any amounts which may be due and owing to the Company or an Affiliate by such Eligible Individual, arising in the ordinary course of business whether under this Plan or otherwise; provided that no such deduction may exceed $5,000 and the deduction is made at the same time and in the same amount as the amount otherwise would have been due and collected from such Eligible Individual. Such Eligible Individual shall pay to the Company and its Affiliates all other obligations to the Company and its Affiliates. To the extent

that any amounts would otherwise be payable (or benefits would otherwise be provided) to an Eligible Individual under another plan of the Company or its Affiliates or an agreement with the Eligible Individual and the Company or its Affiliates, including a change in control plan or agreement, an offer letter or letter agreement, or to the extent that an Eligible Individual moves between Groups, and to the extent that such other payments or benefits or the Severance Obligations provided under this Plan are subject to Section 409A, the Plan shall be administered to ensure that no payment or benefit under the Plan will be (i) accelerated in violation of Section 409A or (ii) further deferred in violation of Section 409A.

(c)      Term of this Plan; Amendment and Termination .

(i)      Prior to a Change in Control, this Plan may be amended or modified in any respect, and may be terminated, in any such case, by resolution adopted by the Administrator and at least two-thirds (2/3) of the Board; provided, however, that no such amendment, modification or termination that is adopted within one (1) year prior to a Change in Control that would adversely affect the benefits or protections hereunder of any Eligible Individual as of the date such amendment, modification or termination is adopted shall be effective as it relates to such Eligible Individual; provided, further, however, that this Plan may not be amended, modified or terminated, (A) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control, or (B) otherwise in connection with, or in anticipation of, a Change in Control that actually occurs; any such attempted amendment, modification or termination being null and void ab initio. Any action taken to amend, modify or terminate this Plan which is taken subsequent to the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. For a period of two (2) years following the occurrence of a Change in Control, this Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any Eligible Individual under this Plan on the date the Change in Control occurs.

(ii)      Notwithstanding the provisions of paragraph (i), the Company may terminate and liquidate the Plan in accordance with the provisions of Section 409A.

(iii)      Notwithstanding the foregoing, no amendment, modification or termination of this Plan shall adversely affect any Eligible Individual’s entitlement to payments under this Plan prior to such amendment, modification or termination (other than as required to permit termination of the Plan in accordance with Section 409A), nor shall such amendment, modification or termination relieve the Company of its obligation to pay benefits to Eligible Individuals as otherwise set forth herein, except as otherwise consented to by such Eligible Individual.

(d)      Successors . This Plan shall bind and inure to the benefit of and be enforceable by any Eligible Individual and the Company and their respective successors, permitted assigns, heirs and personal representatives and estates, as the case may be. Neither this Plan nor any right or obligation hereunder of the Company, any of its Affiliates or any Eligible Individual may be assigned or delegated without the prior written consent of the other party; provided, however, that the Company may assign this Plan to any of its Affiliates and an Eligible Individual may direct payment of any benefits that will accrue upon death. An Eligible Individual shall not have any right to pledge, hypothecate, anticipate or in any way create a lien upon any payments or other benefits provided under this Plan; and no benefits payable under this Plan shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution. This Plan shall not confer any rights or remedies upon any person or legal entity other than the Company, its Affiliates and Eligible Individuals and their respective successors and permitted assigns.

(e)      Unfunded Obligation . All benefits due an Eligible Individual under this Plan are unfunded and unsecured and are payable out of the general funds of the Company and its Affiliates.

(f)      Directed Payments. If any Eligible Individual is determined by the Administrator to be Disabled, the Administrator may cause the payment or payments becoming due to such Eligible Individual to be made to another person for such person’s benefit without responsibility on the part of the Administrator or the Company and its Affiliates to follow the application of such funds.

(g)      Limitation on Rights Conferred Under Plan . Neither this Plan nor any action taken hereunder will be construed as (i) giving an Eligible Individual the right to continue in the employ or service of the Company or any Affiliate; (ii) interfering in any way with the right of the Company or any Affiliate to terminate an Eligible Individual’s employment or service at any time; or (iii) giving an Eligible Individual any claim to be treated uniformly with other employees of the Company or any of its Affiliates. The provisions of this document supersede any oral statements made by any employee, officer, or Board member of the Company or any of its Affiliates regarding eligibility, severance payments and benefits.

(h)      Governing Law. All questions arising with respect to the provisions of the Plan and payments due hereunder will be determined by application of the laws of the State of Colorado, without giving effect to any conflict of law provisions thereof, except to the extent Colorado law is preempted by federal law.

(i)      Dispute Resolution. Any and all disputes, claims or controversies arising out of or relating to this Plan that are not resolved by their mutual agreement (A) shall be brought

by an Eligible Individual in such Eligible Individual’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (B) shall be submitted to final and binding arbitration before Judicial Arbiter Group (“ JAG ”), or its successor. The arbitration process shall be commenced by filing a written demand for arbitration with JAG, with a copy to the Company. The arbitration will be conducted in accordance with the provisions of JAG’s arbitration rules and procedures in effect at the time of filing of the demand for arbitration. The Company and such Eligible Individual will cooperate with JAG and with one another in selecting a single arbitrator from JAG’s panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Denver, Colorado. The provisions of this section 10(i) may be enforced by any Court of competent jurisdiction.

(j)      Severability . The invalidity or unenforceability of any provision of the Plan will not affect the validity or enforceability of any other provision of the Plan, which will remain in full force and effect, and any prohibition or unenforceability in any jurisdiction will not invalidate that provision, or render it unenforceable, in any other jurisdiction.

(k)      Section 409A .

(i)      This Plan is intended to comply with Section 409A and shall be construed and operated accordingly. The Company may amend this Plan at any time to the extent necessary to comply with Section 409A. Any Eligible Employee shall perform any act, or refrain from performing any act, as reasonably requested by the Company to comply with any correction procedure promulgated pursuant to Section 409A.    

(ii)      To the extent required to avoid the imposition of penalties or interest under Section 409A, any payment or benefit to be paid or provided on account of an Eligible Individual’s Separation from Service to an Eligible Individual who is a specified employee (within the meaning of Section 409A(a)(2)(B) of the Code) that would be paid or provided prior to the first day of the seventh month following the Eligible Individual’s Separation from Service shall be paid or provided on the first day of the seventh month following the Eligible Individual’s Separation from Service or, if earlier, the date of the Eligible Individual’s death.

(iii)      Each payment to be made under this Plan is a separately identifiable or designated amount for purposes of Section 409A.

(l)      PHSA § 2716 . Notwithstanding anything to the contrary in this Plan, in the event that the Company or any of its Affiliates is subject to the sanctions imposed pursuant to § 2716 of the Public Health Service Act by reason of this Plan, the Company may amend this Plan at any time with the goal of giving Employee the economic benefits described herein in a manner that does not result in such sanctions being imposed.

IN WITNESS WHEREOF, the Company has adopted this Executive Change in Control and Severance Plan as of the Effective Date.

JAGGED PEAK ENERGY INC.

By:      /s/ Joseph N. Jaggers        

Name:    Joseph N. Jaggers

Title:    Chairman of the Board, Chief Executive Officer & President

EXHIBIT A

FORM OF RELEASE

Employee hereby releases, discharges and forever acquits Jagged Peak Energy Inc. (the “ Company ”) and its subsidiaries and affiliates, and each of the foregoing entities’ respective past present and future affiliates, owners, stockholders, members, managers, partners, directors, officers, employees, agents, attorneys, heirs, successors and representatives, in their personal and representative capacities as well as all employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (each a “ Released Party ” and collectively the “ Released Parties ”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Employee’s employment or affiliation with any Released Party, the termination of such employment or affiliation, and any other acts or omissions related to any matter occurring or existing on or prior to Employee signing this Release, including, without limitation, any allegation arising out of or relating to: (i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Age Discrimination in Employment Act, as amended (including as amended by the Older Workers Benefit Protection Act) (“ ADEA ”); (iii) the Civil Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”); (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993; (x) the Colorado Anti-Discrimination Act, and other statutes and the common law of the state of Colorado; (xi) any federal, state or local anti-discrimination or anti-retaliation law; (xii) any federal, state or local wage and hour law; (xiii) any other local, state or federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim; (xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or relating to any Released Claim (as defined below); (xvi) any and all rights, benefits or claims Employee may have under any employment contract, incentive compensation plan or equity-based plan with any Released Party or to any ownership interest in any Released Party; (xvii) any and all matters arising out of Employee’s status as a holder, awardee or grantee of any equity of any Released Party; and (xviii) any claim for compensation or benefits of any kind not expressly set forth in this Release (collectively, the “ Released Claims ”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE RELEASED PARTIES ARISING BEFORE EMPLOYEE SIGNS THIS RELEASE.

a. Employee acknowledges and understands that this Release does not prohibit or prevent Employee from filing a charge with the Equal Employment Opportunity Commission, or equivalent state agency, or from participating in a federal or state agency investigation. Should

Employee file or cause to be filed an action, suit, proceeding, investigation or arbitration based on any of the Released Claims (collectively, a “ Proceeding ”), but which Employee cannot waive due to public policy reasons, or should such a Proceeding be filed by or on behalf of a third party, including, without limitation, any federal, state or local governmental entity or administrative agency, Employee waives any right to any monetary recovery or other relief from the Proceeding, and Employee agrees to donate any monies that Employee might be entitled to or receive from such Proceeding to the American Red Cross.

b. It is Employee’s intention that this Release is a general release which shall be effective as a bar to each and every claim, demand or cause of action it releases. Employee recognizes that Employee may have some claim, demand or cause of action against the Released Parties of which Employee is totally unaware and unsuspecting, that Employee is giving up by execution of this Release. It is Employee intention in executing this Release that it will deprive Employee of each Released Claim and prevent Employee from asserting it against the Released Parties.

c. Notwithstanding the foregoing, nothing in this Release prohibits or restricts Employee from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “ Government Agency ”). This Release does not limit Employee’s right to receive an award for information provided to a Government Agency.

d. The Released Claims include all claims known and unknown as of the date of this Release but do not include any claim arising after Employee signs this Release, including any breach of this Release by Employee or any of the Released Parties.

e. The Released Parties, on behalf of themselves and the other Released Parties, fully release and discharge forever Employee and Employee’s heirs, agents, and representatives from any and all manner of claims, causes of action, complaints, grievances, demands, allegations, promises, and obligations for damages, losses, expenses, fees, salary paid to Employee, bonuses paid to Employee, other compensation paid to Employee, attorneys’ fees or costs, loss of revenues, loss of profits, and debts, whether known or unknown, suspected or concealed, and whether presently asserted or otherwise, arising from conduct before the Effective Date of this Release; except for (i) fraud, embezzlement, or other intentional misconduct by Employee; (ii) claims arising under this Release (including a misrepresentation or a breach of this Release by Employee); and (iii) any other claim arising after the Effective Date of this Release.

[DATE]

[FIRSTNAME][MIDDLEINITIAL][LASTNAME]

Jagged Peak Energy Inc.

1125 17 ^th Street, Suite 2400

Denver, CO 80202

Re:    Employment Terms and Conditions – [TITLE]

Dear [FIRSTNAME]:

You are currently employed by Jagged Peak Energy Management, LLC, a Delaware limited liability company (together with its affiliates, the “ Company ”) pursuant to [CURRENT AGREEMENT OR OFFER LETTER], dated [PRIOR AGREEMENT DATE] (the “ Prior Agreement ”). In consideration of the benefits described in this letter (this “ Employment Letter Agreement ”) to which you are not otherwise entitled, you hereby agree to waive any and all rights that you have under and with respect to the Prior Agreement and understand and agree that from and after the date of this Employment Letter Agreement, you shall have no further rights under or with respect to the Prior Agreement and it shall be terminated in all respects. You will retain your position as [TITLE] and your annual salary (the “ Base Salary ”) will remain at the same $[SALARY] level as in effect immediately prior to the date of this Employment Letter Agreement. In addition to the foregoing and, in summary, your compensation and benefits as of the date of this Employment Letter Agreement will be:

 

The Company may modify compensation and benefits from time to time as it deems necessary in accordance with the terms and conditions of the plans set forth above and the Company’s policies.

The terms and conditions of employment set forth in this Employment Letter Agreement incorporate and are subject to the Confidentiality and Restrictive Covenant Terms and Conditions attached hereto as Exhibit A (the “ Terms ”).

Notwithstanding anything to the contrary, your employment with the Company is AT WILL. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company, subject only to any rights or obligations that may be required by the Severance Plan or the Terms, each as may be amended from time to time. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, subject only to any rights and obligations that may be required by the Severance Plan or the Terms, as each may be amended from time to time.

In consideration for the benefits to be provided to you under this Employment Letter Agreement to which you are not currently entitled, by executing this Employment Letter Agreement, you hereby (a) accept the terms of employment outlined in this Employment Letter, (b) acknowledge and agree that this Employment Letter Agreement constitutes the entire agreement between the parties concerning your employment (except as otherwise may be set forth in the LTIP and any agreements entered into thereunder, the STIP, the Limited Liability Agreement of JPE Management Holdings LLC and any grants of units made pursuant thereto, the Severance Plan, the Terms or any Indemnification Agreement entered into between you and the Company (collectively, the “ Remaining Agreements ”)), and supersedes and terminates all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to its subject matters, except for the Remaining Agreements and (c) acknowledge and agree that any accelerated vesting of LTIP awards that may be provided in the Severance Plan shall be deemed an amendment to the terms and conditions of such LTIP awards. You agree that the Company has not made any promise or representation to you concerning this Employment Letter Agreement not expressed in this Employment Letter Agreement, and that, in signing this Employment Letter Agreement, you are not relying on any prior oral or written statement or representation by the Company, but are instead relying solely on your own judgment and the judgment of your legal and tax advisors, if any.

If you have any questions or need additional information, please feel free to contact me.

Sincerely,

By:                         

Name:

Title:

Accepted and agreed:

By:                         

Name:

Date:                 

Exhibit A

Confidentiality and Restrictive Covenant Terms and Conditions

JAGGED PEAK ENERGY INC.

CONFIDENTIALITY AND RESTRICTIVE COVENANT TERMS AND CONDITIONS

In consideration of the employee’s (as specified in the Employment Letter Agreement (“ Employee ”)) employment or continued employment by the Company, and the compensation now and hereafter paid to Employee, Employee agrees as follows (these “ Terms and Conditions ”):

1.1      Recognition of Company’s Rights; Nondisclosure. At all times during Employee’s employment and thereafter, Employee will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except as such disclosure, use or publication may be required in connection with Employee’s work for the Company, or unless an officer of the Company expressly authorizes such in writing. Employee will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that incorporates any Proprietary Information. Employee hereby assigns to the Company any rights Employee may have or acquire in such Proprietary Information and recognize that all Proprietary Information will be the sole property of the Company and its assigns.

1.2      Proprietary Information. The term “ Proprietary Information ” means any and all confidential and/or proprietary knowledge, data or information of the Company. By way of illustration, but not limitation, “ Proprietary Information ” includes all technical and non-technical information of the Company including (a) trade secrets, including, but not limited to, the whole or any portion or phase of any scientific or technical information, design, process, procedure, improvement, confidential business or financial information, listing or name, addresses or telephone number, or other information relating to any business that is secret and of value; (b) inventions, ideas, materials, concepts, processes, formulas, data, other works of authorship, know-how, improvements, discoveries, developments, designs, techniques, drilling reports, maps, well logs, mud logs, seismic data and geological or geophysical data and analyses (collectively, “ Inventions ”); (c) information regarding research, development, production, areas or zones of interest, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers and the existence of any business discussions, negotiations or agreements between the Company and any third party; and (d) any other non-public information generated by the Company.

1.3      Third Party Information. Employee understands, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Employee’s employment and thereafter, Employee will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing.

1.4      No Improper Use of Information of Prior Employers and Others. During Employee’s employment by the Company, Employee will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person. Employee will use in the performance of Employee’s duties only information which is generally known and used by persons with training and experience comparable to Employee’s own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

1.5      Return of Property . Employee represents and warrants that, upon separation of employment, Employee immediately will return to the Company any and all property, documents, and files (including, without limitation, all electronic files and correspondence, recorded media, papers, computer disks, drives and other data storage devices, copies, photographs, and maps) that contain Proprietary Information, Third Party Information, or that relate in any way to Company or its business. Employee agrees, to the extent Employee possesses any files, data, or information

relating in any way to the Company or its business on any personal computer or device or account, Employee will delete those files, data, or information (and will retain no copies in any form). Employee also will, prior or on to the last date of employment, return any Company tools, equipment, calling cards, credit cards, access cards, keys, and devices, any keys to any filing cabinets, vehicles, vehicle keys, and all other Company property, in any form.

1.6      Disclaimer . An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

2.1      Proprietary Rights. The term “ Proprietary Rights ” means all trade secret, patent, copyright, moral rights and other intellectual property rights throughout the world.

2.2      Previous Inventions. Inventions, if any, patented or unpatented, which Employee made prior to the commencement of Employee’s employment with the Company are excluded from the scope of these Terms and Conditions. To preclude any possible uncertainty, within two (2) business days following Employee’s signing of the Employment Letter, Employee will provide to the Company a complete written list of all Inventions relevant to the subject matter of Employee’s employment by the Company that Employee has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of Employee’s employment with the Company, that Employee considers to be Employee’s property or the property of third parties and that Employee wishes to have excluded from the scope of these Terms and Conditions (collectively referred to as “ Previous Inventions ”). If Employee does not timely provide the Company with Employee’s written list of Previous Inventions, Employee represents that there are no Previous Inventions. If, in the course of Employee’s employment with the Company, Employee incorporate a Previous Invention into any work product for the Company, the Company is hereby granted and will have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide, fully paid up license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use, reproduce, make derivative works of, distribute, publicly perform, publicly display, import and sell such Previous Invention. Notwithstanding the foregoing, Employee agrees that Employee will not incorporate, or permit to be incorporated, Previous Inventions in any Company Inventions without the Company’s prior written consent.

2.3      Assignment of Inventions. Subject to Sections 2.4 and 2.6, Employee hereby assigns and agrees to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during the period of Employee’s employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “ Company Inventions .” Employee hereby forever waives and agrees not to assert any and all Proprietary Rights Employee may have in or with respect to a Company Invention.

2.4      Nonassignable Inventions. Employee recognizes that, in the event of a specifically applicable state law, regulation, rule, or public policy (“ Specific Inventions Law ”), these Terms and Conditions Agreement will not be deemed to require assignment of any invention which qualifies fully for protection under a Specific Inventions Law by virtue of the fact that any such invention was, for example, developed entirely on my own time without using the Company’s equipment, supplies, facilities, or trade secrets and neither related to the Company’s actual or anticipated business, research or development, nor resulted or was derived from work performed by Employee directly or indirectly for the Company. In the absence of a Specific Inventions Law, the preceding sentence will not apply.

2.5      Obligation to Keep Company Informed. During the period of Employee’s employment and for one (1) year after termination of Employee’s employment with the Company, Employee will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by Employee, either alone or jointly with others. In addition, Employee will promptly disclose to the Company all patent applications filed by Employee or on Employee’s behalf or in which Employee is named as an inventor or co-inventor within one (1) year after termination of employment. At the time of each such disclosure, Employee will advise the Company in writing of any Inventions that Employee believes fully qualify for protection under the provisions of a Specific Inventions Law; and Employee will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my consent any confidential information disclosed in writing to the Company pursuant to these Terms and Conditions relating to Inventions that qualify fully for protection under a Specific Inventions Law. Employee will preserve the confidentiality of any Invention that does not fully qualify for protection under a Specific Inventions Law.

2.6      Government or Third Party. Employee also agrees to assign all my right, title and interest in and to any particular Company Invention to a third party, including, without limitation, the United States, as directed by the Company.

2.7      Works for Hire. Employee acknowledges that all original works of authorship which are made by me (solely or jointly with others) within the scope of Employee’s employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

2.8      Enforcement of Proprietary Rights. Employee will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end, Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. Employee’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries will continue beyond the termination of Employee’s employment, but the Company will compensate Employee at a reasonable rate after my termination for the time actually spent by Employee at the Company’s request on such assistance.

2.9      Further Assurances. In the event the Company is unable for any reason, after reasonable effort, to secure Employee’s signature on any document needed in connection with the actions specified in the preceding paragraph, Employee hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, which appointment is coupled with an interest, to act for and in Employee’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 2 with the same legal force and effect as if executed by Employee. Employee hereby waives, assigns and quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

2.10      Presumption of Ownership. Due to the difficulty of establishing when an Invention is first conceived or developed, whether it results from access to the Company’s actual or anticipated business or research or development, or whether it is a direct or indirect result or derivation of any work Employee perform for the Company, Employee hereby acknowledges and agrees that ownership of all Inventions conceived, developed, suggested or reduced to practice by Employee, alone or jointly with others during my employment shall be presumed to belong to the Company and Employee shall have the burden of proof to prove otherwise.

3.      NON-COMPETE AND NON-SOLICITATION OBLIGATIONS.

3.1     Definitions.

(a)     “ Business ” shall mean the acquisition, exploration, development and production of onshore oil, natural gas and associated liquids in the United States of America.

(b)     “ Business Opportunities ” shall mean all business ideas, prospects, proposals or other opportunities pertaining to the Business, that are or were developed by me during my employment with the Company or any of the Company’s Affiliates or originated by any third party and brought to my attention during my employment with the Company or any of the Company’s Affiliates and in such capacity, together with information relating thereto (including, without limitation, geological and seismic data and interpretations thereof, whether in the form of maps, charts, logs, seismographs, calculations, summaries, memoranda, opinions or other written or charted means).

(c)     “ Post-Termination Non-Compete Term ” shall have the meaning set forth in the Executive Severance Plan.

3.2      Covenant Not to Compete During Term of Employment. Employee acknowledge that, during my employment with the Company, Employee will have access to and knowledge of Proprietary Information, including, without limitation, trade secret information. During the term of my employment with the Company and except as provided below or as otherwise permitted by the Company (acting upon the instruction of the board of directors of the Company), to protect the Company’s Proprietary Information, Employee agree that:

(a)     Employee shall not, other than through the Company or any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company and any predecessor to any such entity (each a “ Company Affiliate ” and collectively, the “ Company’s Affiliates ”), engage or participate in any manner, whether directly or indirectly for Employee’s direct benefit through a family member or as an employee, employer, consultant, agent, principal, partner, more than five percent shareholder, officer, director, licensor, lender, lessor, or in any other individual or representative capacity, in (i) any business or activity that is competitive with the Business (as defined above), (ii) any business or activity that is engaged in leasing, acquiring, exploring, developing or producing hydrocarbons and related products, or (iii) any enterprise in which a material portion of its business is materially competitive in any way with any business in which the Company or any of the Company’s Affiliates is engaged during Employee’s employment with the Company or any of the Company’s Affiliates (including, without limitation, any business if the Company devoted material resources to entering into such business); and

(b)     all investments made by Employee (whether in Employee’s own name or for Employee’s direct benefit through an immediate family member or intermediary)( collectively, “ Employee Affiliates ), which relate to the Business or the lease, acquisition, exploration, development or production of hydrocarbons and related products shall be made solely through the Company or any of the Company’s Affiliates; and Employee shall not (directly or indirectly), and shall not permit any Employee Affiliates to: (i) invest or otherwise participate alongside the Company or any of the Company’s Affiliates in any Business Opportunities (as defined above) or (ii) invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether the Company or any of the Company’s Affiliates ultimately participates in such business or activity;

provided , however , that this Section 6.2 shall not apply to (w) the existing personal oil and gas investments owned by Employee, Employee’s family members or any Employee Affiliates as of the date of these Terms and Conditions set forth on Exhibit A hereto (the “ Existing Personal Investments ”), (x) future expenditures made by Employee, Employee’s family members or any Employee Affiliates in the Existing Personal Investments, provided that such future expenditures do not go beyond the limited allowed for Permitted Investments (as defined below), (y) Permitted Investments (as defined below) and (z) any opportunity that is first offered to, and subsequently declined by, the Company (acting through the Company’s board of directors of the Company or its designee), if and to the extent that such opportunities are outside the Geographic Scope( as defined below). For purposes of these Terms and Conditions, “ Permitted Investments ” means passive investments in securities or other ownership interests of businesses made by Employee, Employee’s family members or any Employee Affiliates, provided that the aggregate amount owned by Employee, Employee’s family members and Employee Affiliates does not exceed 5% of the outstanding securities or other ownership interests of any such business.

3.3      Covenant Not to Compete After the Date of Termination. Employee hereby acknowledge and agree that the purpose of this Section 3.3 is to protect the Company from unfair loss of goodwill and business advantage, to shield Employee from the pressure to use or disclose Proprietary Information or to trade on the goodwill belonging to the

Company, for the protection of the Company’s trade secret and Proprietary Information, and because of the knowledge Employee has acquired or will acquire as an executive or management personnel, or as an officer, or as profession staff to executive and management personnel. Accordingly, during the Post-Termination Non-Compete Term, Employee agree not to engage or participate in any manner, whether directly or indirectly for Employee’s benefit, through a family member, or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender (other than as an employee of a chartered commercial bank with assets of $500 million or greater), lessor, or in any other individual or representative capacity, in any business engaged in leasing, acquiring, exploring, developing, or producing hydrocarbons and related products within the boundaries of, or within a twenty-five (25) mile radius of the boundaries of, any mineral property interest of the Company or the Company’s Affiliates (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreement between the Company or any of the Company’s Affiliates and any third party) or any other property on which the Company or the Company’s Affiliates have a right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisitions or other seismic, geophysical, and geochemical activities as of the date my employment with the Company is terminated (the “ Geographic Scope ”); provided , however , that this subparagraph shall not be construed to preclude Employee from (w) holding the Existing Personal Investments, (x) making future expenditures made by Employee, Employee’s family members or any Employee Affiliates in the Existing Personal Investments, provided that such future expenditures do not go beyond the limited allowed for Permitted Investments, (y) making Permitted Investments and (z) investing in any opportunity that is first offered to, and subsequently declined by, the Company (acting through the board of directors of the Company or its designee), if and to the extent that such opportunities are outside the Geographic Scope.

3.4      Covenant Not to Solicit. Employee shall not, during Employee’ employment with the Company or the Post-Termination Non-Compete Term (a) directly or indirectly, on behalf of Employee or any third party, solicit, encourage, facilitate, or induce any advertiser, supplier, broker, vendor, agent, sales representative, employee, contractor, consultant, or licensee of the Company or of the Company’s Affiliates to breach any agreement or contract with, or discontinue or curtail his, her or its business relationships with the Company or any of the Company’s Affiliates or (b) directly or indirectly, solicit, recruit or induce as an employee, independent contractor or otherwise, either for Employee or any other third party, any person who is employed by the Company or any of the Company’s Affiliates at the time of such solicitation, recruitment or inducement; provided that general solicitations not specifically directed at any individual shall not be deemed to violate this Section 3.4.

4.      NO CONFLICTING OBLIGATION. Employee represent that Employee’s performance of all the terms of these Terms and Conditions and as an employee of the Company does not and will not breach any non-compete agreement or any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee has not entered into, and Employee agree Employee will not enter into, any agreement either written or oral in conflict with these Terms and Conditions.

5.      LEGAL AND EQUITABLE REMEDIES. Because Employee’s services are personal and unique and because Employee may have access to and become acquainted with the Company’s Proprietary Information, the Company has the right to enforce these Terms and Conditions and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of these Terms and Conditions. This paragraph shall not be construed as an election of any remedy, or as a waiver of any right available to Company under these Terms and Conditions or the law, including the right to seek damages from me for a breach of any provision of these Terms and Conditions, nor shall this paragraph be construed to limit the rights or remedies available under applicable law or in equity for any violation of any provision of these Terms and Conditions, including, but not limited to, claims for damages. If Employee violates and covenant contained in Section 5, the duration of such covenant shall be automatically extended for the period of time equal to the period of such violation.

6.      NOTICES. Any notices required or permitted hereunder will be given to the appropriate party at the address specified below or at such other address as the party may specify in writing. Such notice will be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

7.      NOTIFICATION OF NEW EMPLOYER. In the event that Employee leaves the employ of the Company, Employee hereby consents to the notification of Employee’s new employer of my rights and obligations under these Terms and Conditions.

8.      GENERAL PROVISIONS.

8.1      Governing Law; Consent to Personal Jurisdiction. These Terms and Conditions will be governed by and construed according to the laws of the State of Colorado, without regard for its conflicts of law principles that would require application of the laws of a different state. Employee hereby expressly consent to the personal jurisdiction of the state and federal courts located in Denver, Colorado for any lawsuit filed there against me by Company arising from or related to these Terms and Conditions.

8.2      Attorneys’ Fees and Costs. Should the Parties take any action or commence any legal proceeding relating to these Terms and Conditions, if either Party prevails in all or any part of its claims or defenses, such Party shall be entitled to recover all costs and expenses from the other Party, including reasonable attorneys’ fees, incurred in connection with such action or other legal proceeding.

8.3      Waiver of Jury Trial .    EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

8.4      Severability. In case any one or more of the provisions contained in these Terms and Conditions is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of these Terms and Conditions, and these Terms and Conditions will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, if any one or more of the provisions contained in these Terms and Conditions is held to be excessively broad as to duration, geographical scope, activity or subject, for any reason, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it then appears.

8.5      Successors and Assigns. These Terms and Conditions will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. These Terms and Conditions and shall be freely assignable by Company in its sole discretion, at any time, without the requirement of notice or consent by me.

8.6      Survival. The provisions of these Terms and Conditions will survive the termination of my employment and the assignment of these Terms and Conditions by the Company to any successor in interest or other assignee.

8.7      Employment. Employee acknowledge and agree that my relationship with the Company is “AT-WILL”, and that both the Company and Employee may terminate my employment relationship at any time, with or without cause or advance notice. Employee further agree and understand that nothing in these Terms and Conditions will confer any right with respect to continuation of employment by the Company, nor will it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause or advance notice.

8.8      Waiver. No waiver by the Company of any breach of these Terms and Conditions will be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under these Terms and Conditions will be construed as a waiver of any other right. The Company will not be required to give notice to enforce strict adherence to all terms of these Terms and Conditions.

8.9      Entire Agreement. The obligations pursuant to Sections 1 and 2 of these Terms and Conditions will apply to any time during which Employee was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. These Terms and Conditions is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between us relating to the subject matter hereof. No modification of or amendment to these Terms and Conditions, nor any waiver of any rights under these Terms and Conditions, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of these Terms and Conditions.

8.10      Advice of Counsel. EMPLOYEE ACKNOWLEDGE THAT, IN EXECUTING THESE TERMS AND CONDITIONS, EMPLOYEE HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND EMPLOYEE HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS MAY NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

[ END OF DOCUMENT]

JAGGED PEAK ENERGY INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(Employee Award)

Pursuant to the terms and conditions of the Plan (as defined below), and the associated Restricted Stock Unit Agreement (Employee Award) which has been made separately available to you (the “ Agreement ”), you are hereby granted an award to receive the number of Restricted Stock Units (“ RSUs ”) set forth below, whereby each RSU represents the right to receive one share of Stock, plus rights to certain dividend equivalents described in Section 3 of the Agreement, under the terms and conditions set forth below, in the Agreement, and in the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement. You may obtain a copy of the Plan and a copy of the prospectus related to the Shares by contacting the Company’s General Counsel & Secretary at 720-215-3667.

The Stock you receive upon settlement will be taxable to you in an amount equal to the closing price of the shares on the date of settlement (or, if such date is not a business day, the last day preceding such day). By accepting the Agreement, either through your signature below or through the Company’s stock plan administration system, you acknowledge and agree that:

In the event that you do not accept the Agreement as stated above within thirty (30) days, the Company shall have the option, but not the obligation, to cancel and revoke the award represented by the Agreement and any such award shall be forfeited by you without any further consideration.

IN WITNESS WHEREOF, the parties hereto evidence their acceptance of this Notice and the Agreement to be effective as of the Date of Grant.

JAGGED PEAK ENERGY INC.

RESTRICTED STOCK UNIT AGREEMENT

(Employee Award)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“ Notice of Grant ”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “ Company ”), and you;

WHEREAS , the Company adopted the Plan (as defined in the Notice of Grant) under which the Company is authorized to grant restricted stock units to certain employees, directors and other service providers of the Company;

WHEREAS , the Company agrees to grant you this restricted stock unit award in order to induce you to materially contribute to the success of the Company;

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Restricted Stock Unit Agreement (Employee Award) (this “ Agreement ”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS , you desire to accept the restricted stock unit award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any cash or other compensation for your services for the Company, an award (the “ Award ”) consisting of the aggregate number of Restricted Stock Units set forth in the Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan, plus the additional rights to receive possible dividend equivalents, in accordance with the terms and conditions set forth herein.

2.      No Stockholder Rights . The Restricted Stock Units (“ RSUs ”) granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Stock prior to the date shares of Stock are issued to you in settlement of the Award.

3.      Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding Stock on or after the Date of Grant and, on the record date for such dividend, you hold RSUs granted pursuant to this Agreement that have not been settled, then in the event you become vested in such outstanding RSUs, the Company shall pay to you an amount in cash equal to the cash dividends you would have received if you were the holder of record as of such record date, of the number of shares of Stock related to the portion of your RSUs that have

not been settled as of such record date, such payment (“ Dividend Equivalents ”) to be made as and when payment is made in settlement of such RSUs in accordance with Section 6.

4.      Restrictions; Forfeiture . The RSUs are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until shares of Stock are issued pursuant to Section 6 following the removal or expiration of the restrictions as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. Unless otherwise set forth in the Notice of Grant, in the event you terminate employment with the Company and its Affiliates, the RSUs that are not vested on the date of such termination of employment shall be immediately forfeited unless the Committee, in its sole discretion, otherwise elects to accelerate the vesting of such RSUs.

5.      Expiration of Restrictions and Risk of Forfeiture . The restrictions on the RSUs granted pursuant to this Agreement will expire and the RSUs will become nonforfeitable as set forth in the Notice of Grant, provided that you remain in the continuous employment of the Company or its Affiliate that employs you until the applicable dates and times set forth therein. RSUs that have become vested and non-forfeitable as provided in this Agreement are referred to herein as “Vested.”

6.      Issuance of Stock . Shares shall be issued to you in settlement of your Vested RSUs within 30 days following the date or event that caused the Award to become Vested. At the time of settlement, the Company shall cause to be issued shares of Stock registered in your name in payment of the Award. The Company shall evidence the Stock to be issued in payment of the RSUs in the manner it deems appropriate. The value of any fractional RSU shall be rounded down at the time the Stock is issued to you. No fractional shares, nor the cash value of any fractional shares, will be issuable or payable to you pursuant to this Agreement. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind.

7.      Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless 1.%2. a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or 2.%2. in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as

may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Stock available for issuance.

8.      No Right to Continued Employment . Nothing in this Agreement confers upon you the right to continue in the employment of the Company or any of its Affiliates.

9.      Furnish Information . You agree 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.

10.      Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

11.      No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the RSUs granted hereunder.

12.      Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, will, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. In addition, the Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a general release of all claims in favor of the Company, any Affiliate and the employees, officers, stockholders or board members of the foregoing in such form as the Company may determine; provided, however, that any review period under such release will not modify the date of settlement with respect to your Award.

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

14.      Company Records . Records of the Company or its subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

15.      Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

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

17.      Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. Nothing in this Agreement will prevent you from: (a) making a good faith report of possible violations of applicable law to any governmental agency or entity or (b) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent you from making a disclosure that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Section 17 to the attorney of the individual and use such information in the court proceeding.

18.      Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

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.      Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

21.      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.

22.      Governing Law; Dispute Resolution .

(a)      All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state 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.

(b)      Subject to Section 22(c), any dispute, controversy or claim between you and the Company arising out of or relating to this Agreement will be finally settled by arbitration in Denver, Colorado before, and in accordance with the then-existing American Arbitration Association (“ AAA ”) Arbitration Rules. The arbitration award shall be final and binding on both

parties. Any arbitration conducted under this Section 22(b) shall be heard by a single arbitrator (the “ Arbitrator ”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as he or she deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final, non-appealable and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs.

(c)      Notwithstanding Section 22(b), either party may make a timely application for emergency or temporary injunctive relief, and shall have the power to maintain the status quo pending the arbitration of any dispute under Section 22(b), and this Section 22 shall not require the arbitration of any application for emergency, temporary or preliminary injunctive relief (including temporary restraining orders) by either party pending arbitration; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 22(b).

(d)      By entering into this Agreement and entering into the arbitration provisions of this Section 22, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(e)      Nothing in this Section 22 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining another party to this Agreement in a litigation initiated by a person or entity which is not a party to this Agreement.

(f)      NOTWITHSTANDING ANYTHING IN ANY DOCUMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED UNDER THE PLAN OR APPLICABLE LAW OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND EACH PARTY RELEASES THE OTHER PARTY FROM LIABILITY FOR ANY SUCH DAMAGES.

23.      Amendment . This Agreement may be amended by the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

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

25.      Nonqualified Deferred Compensation Rules . This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

26.      Tax Withholding .

(a)      Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes (“ Withholding Obligation ”) arising with respect to the RSUs are your sole responsibility, and shall be settled pursuant to paragraphs 26(b) or 26(c), below.

(b)      By accepting this Agreement, you hereby elect, effective on the Date of Grant, to sell shares of Stock held by you in an amount and at such time as is determined in accordance with this paragraph 26(b), and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company or its Affiliate that employs you as more specifically set forth below (a “ Sell to Cover ”) to permit you to satisfy the Withholding Obligation to the extent the Withholding Obligation is not otherwise satisfied pursuant to the provisions of paragraph 26(c) below, and you further acknowledge and agree to the following provisions:

(i)      You hereby irrevocably appoints the Company’s designated broker E-Trade Financial Corporation, or such other broker as the Company may select, as your agent (the “ Agent ”), and you authorize and direct the Agent to:

(ii)      You acknowledge that your election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in paragraph 26(b) is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act, and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (your election to Sell to Cover and the provisions of paragraph 26(b), collectively, the “ 10b5-1 Plan ”). You acknowledge that by accepting this Award, you are adopting the 10b5-1 Plan to permit you to satisfy the Withholding Obligation. You hereby authorize the Company and the Agent to cooperate and communicate with one another (and with your employer) to determine the number of shares of Stock that must be sold pursuant to paragraph 26(b) to satisfy the Withholding Obligation.

(iii)      You acknowledge that the Agent is under no obligation to arrange for the sale of Stock at any particular price under this 10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting from bunched orders may be assigned to your account. In addition, you acknowledge that it may not be possible to sell shares of Stock as provided for in this 10b5-1 Plan and in the event of the Agent’s inability to sell shares of Stock, you will continue to be responsible for the Withholding Obligation.

(iv)      You hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this 10b5-1 Plan. The Agent is a third-party beneficiary of paragraph 26(b) and the terms of this 10b5-1 Plan.

(v)      Your election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable. This 10b5-1 Plan shall terminate not later than the date on which the Withholding Obligation arising from the vesting and settlement of the RSUs is satisfied.

(c)      Alternatively, or in addition to or in combination with the Sell to Cover provided for under paragraph 26(b), you authorize the Company, at its discretion, to satisfy the Withholding Obligation through your surrendering shares of Stock to which you are otherwise entitled to as a result of the settlement of Vested RSUs (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

JAGGED PEAK ENERGY INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(Non-Employee Director Award)

Pursuant to the terms and conditions of the Plan (as defined below), and the associated Restricted Stock Unit Agreement (Non-Employee Director Award) which has been made separately available to you (the “ Agreement ”), you are hereby granted an award to receive the number of Restricted Stock Units (“ RSUs ”) set forth below, whereby each RSU represents the right to receive one share of Stock, plus rights to certain dividend equivalents described in Section 3 of the Agreement, under the terms and conditions set forth below, in the Agreement, and in the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement. You may obtain a copy of the Plan and a copy of the prospectus related to the Stock by contacting the Company’s General Counsel & Secretary at 720-215-3667.

The Stock you receive upon settlement will be taxable to you in an amount equal to the closing price of the Stock on the date of settlement (or, if such date is not a business day, the last day preceding such day). By accepting the Agreement, either through signature below or through the Company’s stock plan administration system, you acknowledge and agree that (a) you are not relying on any written or oral statement or representation by the Company, its affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “ Company Parties ”) regarding the tax effects associated with this Notice of Grant of Restricted Stock Units and the Agreement and your receipt, holding and vesting of the RSUs, (b) in accepting the RSUs you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted, and (c) a copy of the Agreement and the Plan has been made available to you. By accepting the Agreement, either through signature below or through the Company’s stock plan administration system, you also hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with this Notice of Grant of Restricted Stock Unit and the Agreement and your receipt, holding and the vesting of the RSUs.

IN WITNESS WHEREOF, the parties hereto evidence their acceptance of this Notice and the Agreement to be effective as of the Date of Grant.

JAGGED PEAK ENERGY INC.

RESTRICTED STOCK UNIT AGREEMENT

(Non-Employee Director Award)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“ Notice of Grant ”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “ Company ”), and you;

WHEREAS , the Company, as part of your compensation for service as a member of the Company’s board of directors (the “ Board ”) and in order to induce you to materially contribute to the success of the Company, agrees to grant you this restricted stock unit award;

WHEREAS , the Company adopted the Plan (as defined in the Notice of Grant) under which the Company is authorized to grant restricted stock units to certain employees, directors and other service providers of the Company;

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Restricted Stock Unit Agreement (Non-Employee Director Award) (this “ Agreement ”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS , you desire to accept the restricted stock unit award made pursuant to this Agreement;

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any cash or other compensation for your services for the Company, an award (the “ Award ”) consisting of the aggregate number of Restricted Stock Units set forth in the Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan, plus the additional rights to receive possible dividend equivalents, in accordance with the terms and conditions set forth herein.

2.      No Stockholder Rights . The Restricted Stock Units (“ RSUs ”) granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Stock prior to the date shares of Stock are issued to you in settlement of the Award.

3.      Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding Stock on or after the Date of Grant and, on the record date for such dividend, you hold RSUs granted pursuant to this Agreement that have not been settled, then, in the event you become vested in such outstanding RSUs, the Company shall pay to you an amount in cash equal to the cash dividends you would have received if you were the holder of record as of such record date, of the number of shares of Stock related to the portion of your RSUs that have

not been settled as of such record date, such payment (“ Dividend Equivalents ”) to be made as and when payment is made in settlement of such RSUs in accordance with Section 6.

4.      Restrictions; Forfeiture . The RSUs are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until shares of Stock are issued pursuant to Section 6 following the removal or expiration of the restrictions as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. Unless otherwise set forth in the Notice of Grant, in the event you cease to serve as a member of the Board, the RSUs that are not vested on the date of such cessation of service shall be immediately forfeited unless the Committee, in its sole discretion, otherwise elects to accelerate the vesting of such RSUs.

5.      Expiration of Restrictions and Risk of Forfeiture . The restrictions on the RSUs granted pursuant to this Agreement will expire and the RSUs will become nonforfeitable as set forth in the Notice of Grant, provided that you remain a member of the Board until the applicable dates and times set forth therein. RSUs that have become vested and non-forfeitable as provided in this Agreement are referred to herein as “Vested.”

6.      Issuance of Stock . Shares of Stock shall be issued to you in settlement of your RSUs to the extent your Award is Vested. If your RSUs become Vested as a result of you remaining on the Board through the stated vesting date set forth in the Notice of Grant, the shares of Stock will be issued to you on the vesting date set forth in the Notice of Grant. If your RSUs become vested as result of your termination of service on the Board in accordance with the Notice of Grant, the shares of Stock will be issued to you when you experience a “separation from service” in respect of your Board service, as defined pursuant to Section 409A of the Code and the Treasury Regulations and other applicable guidance thereunder. If your RSUs become vested as a result of the occurrence of a Change in Control, the shares of Stock will be issued to you coincident with the Change of Control. At the time of settlement, the Company shall cause to be issued shares of Stock registered in your name in payment of the Award. The Company shall evidence the Stock to be issued in payment of the RSUs in the manner it deems appropriate. The value of any fractional RSU shall be rounded down at the time the Stock is issued to you. No fractional shares, nor the cash value of any fractional shares, will be issuable or payable to you pursuant to this Agreement. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind.

7.      Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless 1.%2. a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or 2.%2. in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration

requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Stock available for issuance.

8.      Continuation as a Director . Nothing in this Agreement confers upon you the right to continue to serve as a member of the Board.

9.      Furnish Information . You agree 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.

10.      Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

11.      No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the RSUs granted hereunder.

12.      Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of RSUs or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, will, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. In addition, the Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a general release of all claims in favor of the Company, any Affiliate and the employees, officers, stockholders or board members of the foregoing in such form as the Company may determine; provided, however, that any review period under such release will not modify the date of settlement with respect to your Award.

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

14.      Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

15.      Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

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

17.      Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. Nothing in this Agreement will prevent you from: (a) making a good faith report of possible violations of applicable law to any governmental agency or entity or (b) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent you from making a disclosure that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Section 17 to the attorney of the individual and use such information in the court proceeding.

18.      Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

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.      Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

21.      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.

22.      Governing Law; Dispute Resolution .

(a)      All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state 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.

(b)      Subject to Section 22(c), any dispute, controversy or claim between you and the Company arising out of or relating to this Agreement will be finally settled by arbitration in Denver, Colorado before, and in accordance with the then-existing American Arbitration Association (“ AAA ”) Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 22(b) shall be heard by a single arbitrator (the “ Arbitrator ”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as he or she deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final, non-appealable and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs.

(c)      Notwithstanding Section 22(b), either party may make a timely application for emergency or temporary injunctive relief, and shall have the power to maintain the status quo pending the arbitration of any dispute under Section 22(b), and this Section 22 shall not require the arbitration of any application for emergency, temporary or preliminary injunctive relief (including temporary restraining orders) by either party pending arbitration; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 22(b).

(d)      By entering into this Agreement and entering into the arbitration provisions of this Section 22, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(e)      Nothing in this Section 22 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining another party to this Agreement in a litigation initiated by a person or entity which is not a party to this Agreement.

(f)      NOTWITHSTANDING ANYTHING IN ANY DOCUMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY OR

ANY OF ITS SUBSIDIARIES, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED UNDER THE PLAN OR APPLICABLE LAW OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND EACH PARTY RELEASES THE OTHER PARTY FROM LIABILITY FOR ANY SUCH DAMAGES.

23.      Amendment . This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

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

25.      Nonqualified Deferred Compensation Rules . This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

JAGGED PEAK ENERGY INC.

NOTICE OF GRANT OF PERFORMANCE STOCK UNITS
(Employee Award)

Pursuant to the terms and conditions of the Plan (as defined below), and the associated Performance Stock Unit Agreement (Employee Award) which has been made separately available to you (the “ Agreement ”), you are hereby granted the right to earn Performance Stock Units (“ PSUs ”) on the terms and conditions set forth below, in the Agreement, and in the Plan. Each earned Performance Stock Unit (an “ Earned Unit ”) shall entitle you to receive one share of Stock, along with any related Dividend Equivalents (as set forth in Section 3 of the Agreement). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan or the Agreement. You may obtain a copy of the Plan and a copy of the prospectus related to the Stock by contacting the Company’s General Counsel & Secretary at 720-215-3667.

The Stock you receive upon settlement will be taxable to you in an amount equal to the closing price of the shares on the date of settlement (or, if such date is not a business day, the last day preceding such day). By accepting the Agreement, either through your signature below or through the Company’s stock plan administration system, you acknowledge and agree that:

attempt to exercise authority, influence or control over any sales of Stock effected by the Agent and (iii) as of the date hereof, you are not aware or in possession of any material, nonpublic information with respect to Company or its Affiliates or any of their respective securities,

In the event that you do not accept the Agreement as stated above within thirty (30) days, the Company shall have the option, but not the obligation, to cancel and revoke the award represented by the Agreement and any such award shall be forfeited by you without any further consideration.

IN WITNESS WHEREOF, the parties hereto evidence their acceptance of this Notice and the Agreement to be effective as of the Date of Grant.

JAGGED PEAK ENERGY INC.

PERFORMANCE STOCK UNIT AGREEMENT

(Employee Award)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Performance Stock Units (“ Notice of Grant ”) by and between Jagged Peak Energy Inc., a Delaware corporation (the “ Company ”), and you;

WHEREAS , the Company adopted the Plan (as defined in the Notice of Grant) under which the Company is authorized to grant Stock-based awards to certain employees, directors and other service providers of the Company;

WHEREAS , the Company agrees to grant you this performance stock unit award in order to induce you to materially contribute to the success of the Company;

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Performance Stock Unit Agreement (Employee Award) (“ Agreement ”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and

WHEREAS , you desire to accept the performance stock unit award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any cash or other compensation for your services for the Company, an award (the “ Award ”) consisting of the right to earn Performance Stock Units (“ PSUs ”) based on a number of Target Units set forth in the Notice of Grant, in accordance with the terms and conditions set forth herein and in the Notice of Grant and in the Plan, plus the additional rights to receive possible dividend equivalents, in accordance with the terms and conditions set forth herein.

2.      No Stockholder Rights . The PSUs granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Stock prior to the date shares of Stock are issued to you in settlement of the Award.

3.      Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding Stock on or after the Date of Grant and, on the record date for such dividend, the Award has not been settled, then in the event you become entitled to Earned Units pursuant to the Award, the Company shall pay to you an amount in cash equal to the cash dividends you would have received if you were the holder of record as of such record date, of the number of shares of Stock related to the number of Earned Units to which you become entitled, such payment

(“ Dividend Equivalents ”) to be made as and when payment is made in settlement of such Earned Units in accordance with Section 6.

4.      Restrictions; Forfeiture . The Award is restricted in that it may not be sold, transferred or otherwise alienated or hypothecated. Unless otherwise set forth in the Notice of Grant, in the event you terminate employment with the Company and its Affiliates, the Award shall be immediately forfeited unless the Committee, in its sole discretion, determines otherwise.

5.      Earned Units . You shall be entitled to a number of Earned Units, if any, determined in accordance with the provisions of the Notice of Grant.

6.      Issuance of Stock . Shares shall be issued to you in settlement of your Earned Units within 30 days following the date or event that resulted in you receiving such Earned Units. At the time of settlement, the Company shall cause to be issued shares of Stock registered in your name in payment of the Award. The Company shall evidence the Stock to be issued in payment of the Earned Units in the manner it deems appropriate. The value of any fractional Earned Units shall be rounded down at the time the Stock is issued to you. No fractional shares, nor the cash value of any fractional shares, will be issuable or payable to you pursuant to this Agreement. The value of shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind.

7.      Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless 1.%2. a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or 2.%2. in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Stock available for issuance.

8.      No Right to Continued Employment . Nothing in this Agreement confers upon you the right to continue in the employment of the Company or any of its Affiliates.

9.      Furnish Information . You agree 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.

10.      Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

11.      No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the PSUs granted hereunder.

12.      Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, will, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. In addition, the Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a general release of all claims in favor of the Company, any Affiliate and the employees, officers, stockholders or board members of the foregoing in such form as the Company may determine; provided, however, that any review period under such release will not modify the date of settlement with respect to your Award.

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

14.      Company Records . Records of the Company or its subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

15.      Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

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

17.      Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. Nothing in this

Agreement will prevent you from: (a) making a good faith report of possible violations of applicable law to any governmental agency or entity or (b) making disclosures that are protected under the whistleblower provisions of applicable law. For the avoidance of doubt, nothing herein shall prevent you from making a disclosure that: (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer of reporting a suspected violation of law may make disclosures without violating this Section 17 to the attorney of the individual and use such information in the court proceeding.

18.      Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

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.      Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

21.      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.

22.      Governing Law; Dispute Resolution .

(a)      All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state 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.

(b)      Subject to Section 22(c), any dispute, controversy or claim between you and the Company arising out of or relating to this Agreement will be finally settled by arbitration in Denver, Colorado before, and in accordance with the then-existing American Arbitration Association (“ AAA ”) Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 22(b) shall be heard by a single arbitrator (the “ Arbitrator ”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as he or she deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final, non-appealable and binding upon the

disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs.

(c)      Notwithstanding Section 22(b), either party may make a timely application for emergency or temporary injunctive relief, and shall have the power to maintain the status quo pending the arbitration of any dispute under Section 22(b), and this Section 22 shall not require the arbitration of any application for emergency, temporary or preliminary injunctive relief (including temporary restraining orders) by either party pending arbitration; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 22(b).

(d)      By entering into this Agreement and entering into the arbitration provisions of this Section 22, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(e)      Nothing in this Section 22 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining another party to this Agreement in a litigation initiated by a person or entity which is not a party to this Agreement.

(f)      NOTWITHSTANDING ANYTHING IN ANY DOCUMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED UNDER THE PLAN OR APPLICABLE LAW OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND EACH PARTY RELEASES THE OTHER PARTY FROM LIABILITY FOR ANY SUCH DAMAGES.

23.      Amendment . This Agreement may be amended by the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

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

25.      Nonqualified Deferred Compensation Rules . This Agreement is intended to comply with or be exempt from the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

26.      Tax Withholding .

(a)      Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes (“ Withholding Obligation ”) arising with respect to the Award are your sole responsibility, and shall be settled pursuant to paragraphs 26(b) or 26(c), below.

(b)      By accepting this Agreement, you hereby elect, effective on the Date of Grant, to sell shares of Stock held by you in an amount and at such time as is determined in accordance with this paragraph 26(b), and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company or its Affiliate that employs you as more specifically set forth below (a “ Sell to Cover ”) to permit you to satisfy the Withholding Obligation to the extent the Withholding Obligation is not otherwise satisfied pursuant to the provisions of paragraph 26(c) below, and you further acknowledge and agree to the following provisions:

(i)      You hereby irrevocably appoint the Company’s designated broker E-Trade Financial Corporation, or such other broker as the Company may select, as your agent (the “ Agent ”), and you authorize and direct the Agent to:

(ii)      You acknowledge that your election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in paragraph 26(b) is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act, and to be interpreted

to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (your election to Sell to Cover and the provisions of paragraph 26(b), collectively, the “ 10b5-1 Plan ”). You acknowledge that by accepting this Award, you are adopting the 10b5-1 Plan to permit you to satisfy the Withholding Obligation. You hereby authorize the Company and the Agent to cooperate and communicate with one another (and with your employer) to determine the number of shares of Stock that must be sold pursuant to paragraph 26(b) to satisfy the Withholding Obligation.

(iii)      You acknowledge that the Agent is under no obligation to arrange for the sale of Stock at any particular price under this 10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting from bunched orders may be assigned to your account. In addition, you acknowledge that it may not be possible to sell shares of Stock as provided for in this 10b5-1 Plan and in the event of the Agent’s inability to sell shares of Stock, you will continue to be responsible for the Withholding Obligation.

(iv)      You hereby agree to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this 10b5-1 Plan. The Agent is a third-party beneficiary of paragraph 26(b) and the terms of this 10b5-1 Plan.

(v)      Your election to Sell to Cover and to enter into this 10b5-1 Plan is irrevocable. This 10b5-1 Plan shall terminate not later than the date on which the Withholding Obligation is satisfied.

(c)      Alternatively, or in addition to or in combination with the Sell to Cover provided for under paragraph 26(b), you authorize the Company, at its discretion, to satisfy the Withholding Obligation through your surrendering shares of Stock to which you are otherwise entitled to as a result of the settlement of Earned Units (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

RESTRICTED UNIT AGREEMENT

This RESTRICTED UNIT AGREEMENT (this “ Agreement ”) is executed and agreed to as of «Date» (the “ Effective Date ”), by and among JPE Management Holdings LLC, a Delaware limited liability company (the “ Company ”), and «Grantee» (the “ Service Provider ”).

Capitalized terms used in this Agreement but not defined have the meanings given to such terms in the LLC Agreement (as defined below).

WHEREAS , the Amended and Restated Limited Liability Company Agreement of the Company dated as of February 1, 2017 (as further amended, supplemented and restated from time to time, the “ LLC Agreement ”), attached hereto as Exhibit A authorizes the issuance by the Company of Units representing Interests in the Company designated as Series A Units or Series B Units;

WHEREAS , the Service Provider is a non-employee service provider to a Jagged Peak Employer; and

WHEREAS , the Company desires to issue to the Service Provider on the terms and conditions hereinafter set forth, and the Service Provider desires to accept on such terms and conditions, the number of Series B Units specified herein, in consideration for services provided by the Service Provider for the benefit of a Jagged Peak Employer.

NOW, THEREFORE , in consideration of the mutual promises, covenants and obligations contained herein and other good and valuable consideration, the Company and the Service Provider agree as follows:

1. Issuance of Series B Units . The Company hereby issues the following Units to the Service Provider on the Effective Date:

«Series B Units» Series B Units

The Series B Units issued by the Company to the Service Provider pursuant to this Agreement are referred to herein as the “ Granted Series B Units .”

2.      Terms of Issuance of Series B Units .

(a)      The Service Provider agrees that no provision contained in this Agreement shall entitle the Service Provider to continue to perform services, directly or indirectly, for a Jagged Peak Employer (any such entity that from time to time is receiving services from the Service Provider, a “ Service Recipient ”) or affect in any way the right of any such entity to terminate such service relationship (the “ Service Relationship ”) at any time.

(b)      The Service Provider agrees that the Service Provider’s execution of this Agreement evidences the Service Provider’s intention to be bound by the terms of the LLC Agreement, in addition to the terms of this Agreement, and acknowledges and agrees that the Granted Series B Units are subject to all of the terms and restrictions applicable to Series B Units as set forth in the LLC Agreement and in this Agreement. On or prior to the Effective Date, the

Service Provider has executed a counterpart signature page to the LLC Agreement or to an Addendum Agreement thereto.

(c)      The Service Provider may, but is not required to, make an election (on or before 30 days following the Effective Date) under Section 83(b) of the Code in substantially the form attached hereto as Exhibit B with respect to the Granted Series B Units and to consult with the Service Provider’s tax advisor to determine the tax consequences of filing such an election under Section 83(b) of the Code. The Service Provider acknowledges that it is the Service Provider’s sole responsibility, and not the responsibility of the Company, to file the election under Section 83(b) of the Code even if the Service Provider requests the Company or the managers, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) of the Company to assist in making such filing. The Service Provider agrees to provide the Company, on or before the due date for filing such election, proof that such election has or will be filed timely.

3.      Unvested Series B Units . The Granted Series B Units issued pursuant to this Agreement shall initially be Unvested Series B Units under the LLC Agreement, shall be subject to all of the restrictions on Unvested Series B Units (as well as on Series B Units, in general) under the LLC Agreement and shall carry only such rights as are conferred on Unvested Series B Units under the LLC Agreement. Unvested Series B Units will become Vested Series B Units under the LLC Agreement when such Unvested Series B Units have become vested in accordance with the provisions of Sections 4, 5, 6 and 7 of this Agreement.

4.      Vesting of Granted Series B Units . The Granted Series B Units (the “ Time Vesting Units ”) will become vested in accordance with the vesting schedule set forth in the following table provided that the Service Provider remains continuously in the Service Relationship from the Effective Date through the vesting date set forth below:

5.      Vested Series B Units . Upon becoming vested in accordance with Section 4 above, the Unvested Series B Units shall become Vested Series B Units and shall no longer be subject to the restrictions on Unvested Series B Units (but shall remain subject to the restrictions on the Series B Units, in general) under the LLC Agreement. In addition, the Company shall proceed with the distribution of Common Stock (and any related amounts) (the “ Common Stock Distribution ”) and the cancellation of the Vested Series B Units in accordance with Section 3.4(b) of the LLC Agreement.

6.      Vesting of Granted Series B Units upon Certain Events . In the event of the consummation of a Q-Jagged Peak Monetization, all Granted Series B Units issued pursuant hereto that have not previously become Vested Series B Units shall automatically become Vested Series

B Units immediately prior to the consummation of such Q-Jagged Peak Monetization, provided that the Service Relationship continues from the Effective Date through the date of the consummation of such Q-Jagged Peak Monetization.

7.      Additional Vesting Events and Forfeitures .

(a)      Termination for Cause . If the Service Relationship is terminated by a Jagged Peak Employer for Cause, then the Service Provider shall forfeit to the Company all of the Unvested Series B Units and all rights arising from such Unvested Series B Units and from being a holder thereof for zero consideration.

(b)      Termination due to Death or Disability . If the Service Relationship is terminated due to the death or Disability of the Service Provider, all Granted Series B Units issued pursuant hereto that have not previously become Vested Series B Units shall automatically become Vested Series B Units immediately upon the death or Disability of the Service Provider.

(c)      Termination without Cause . If the Service Provider’s Service Relationship is terminated by a Jagged Peak Employer for any reason other than Cause and other than as a result of the death or Disability of such Member, all Granted Series B Units issued pursuant hereto that have not previously become Vested Series B Units shall automatically become Vested Series B Units immediately upon the termination of such Service Relationship.

(d)      Voluntary Resignation . If the Service Provider’s Service Relationship is terminated by reason of resignation by the Service Provider, then the board of directors of PubCo shall have sole and absolute discretion to cause the Unvested Series B Units issued pursuant hereto to (i) remain Unvested Series B Units subject to the same vesting schedule applicable to such Unvested Series B Units prior to the termination, (ii) become Vested Series B Units, and/or (iii) automatically be forfeited to the Company for zero consideration along with all rights arising from such Unvested Series b Units and from being a holder thereof, or any combination thereof, in each case effective as of such termination.

(e)      Forfeiture Automatic . The forfeitures of Series B Units subject to the terms and conditions of this Section 7 shall occur immediately and without further action of the Company, the Service Provider or any other Person upon the event giving rise to such forfeitures (the date of such event being the “ Trigger Date ”).

8.      Representations and Warranties of the Service Provider and the Company .

(a)      The Service Provider represents and warrants to the Company as follows:

(i)      that this Agreement constitutes the legal, valid and binding obligation of the Service Provider, enforceable in accordance with its terms, and that the execution, delivery and performance of this Agreement by the Service Provider does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Service Provider is a party or any judgment, order or decree to which the Service Provider is subject; and

(ii)      that the Service Provider believes that the Service Provider has received all the information the Service Provider considers necessary in connection with his execution of this Agreement, that the Service Provider has had an opportunity to ask questions and receive answers from the Company and the Service Provider’s independent counsel regarding the terms, conditions and limitations set forth in this Agreement and the business, properties, prospects and financial condition of the Company and its Subsidiaries and to obtain additional information (to the extent the Company possesses such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Service Provider or to which the Service Provider had access.

(b)      The Company represents and warrants to the Service Provider that this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, and that the execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is subject.

9.      General Provisions .

(a)      Notices . For purposes of this Agreement, all notices provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by certified mail, be deemed received upon the earlier of actual receipt thereof or five Business Days after the date of deposit in the United States mail, as the case may be; and shall, if delivered by nationally recognized overnight delivery service, be deemed received the second Business Day after the date of deposit with the delivery service.

(b)      Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION. The parties expressly acknowledge and agree that Delaware has a substantial

relationship to the parties and the transaction reflected herein. The parties further acknowledge and agree that there is a reasonable basis for this choice of Delaware law, as Delaware law is well known to the parties and well-developed with respect to the subject matters of this Agreement. The parties further acknowledge and agree that the designation of Delaware law and the interpretation and application of this Agreement consistent with principles of Delaware law assures uniformity, certainty and predictability in the application of the LLC Agreement through which the Units are hereby granted.

(c)      Amendment and Waiver . The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Service Provider, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(d)      Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(e)      Entire Agreement . This Agreement and the LLC Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(f)      Counterparts . This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or by electronic mail shall have the same effect as physical delivery of the paper document bearing the original signature.

(g)      Successors and Assigns . This Agreement shall bind and inure to the benefit of and be enforceable by and against the Service Provider, the Company and their respective successors, assigns, heirs, representatives and estates, as the case may be (including subsequent holders of Series B Units held by the Service Provider); provided that rights and obligations of the Service Provider under this Agreement shall not be assignable except in connection with a transfer of Series B Units held by the Service Provider permitted under the LLC Agreement. Notwithstanding anything else in this Agreement or in the LLC Agreement, (i) each of the Series B Units held by the Service Provider shall remain subject to the terms of the LLC Agreement and this Agreement, regardless of who holds or has rights relating to such Units and (ii) the effect that the Service Relationship or events related to such Service Relationship have on the rights of and restrictions on Series B Units, including vesting, and the rights of the Company with regard to the

Granted Series B Units under this Agreement, shall not be altered by any transfer or purported transfer of any Series B Units or rights relating thereto. For the avoidance of doubt, each Permitted Transferee of the Service Provider who acquires Series B Units from the Service Provider pursuant to the LLC Agreement shall be subject to the provisions of this Agreement with respect to such Series B Units as if such Permitted Transferee or Permitted Transferees were a party or parties to this Agreement.

(h)      Rights of Third Parties . Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto and the estate, legal representative or guardian of any individual party hereto, any rights or remedies under or by reason of this Agreement.

(i)      Headings; References; Interpretation . In this Agreement, unless a clear contrary intention appears: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” (iii) the word “or” is inclusive; (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits attached hereto, and not to any particular subdivision unless expressly so limited; (v) references to Articles and Sections refer to Articles and Sections of this Agreement; (vi) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (vii) references to Exhibits are to the items identified separately in writing by the parties hereto as the described Exhibits attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein; (viii) all references to money refer to the lawful currency of the United States; and (ix) references to “federal” or “Federal” means U.S. federal or U.S. Federal, respectively. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. The Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

(j)      Survival of Representations, Warranties and Agreements . All representations, warranties and agreements contained herein shall survive the consummation of the transactions contemplated hereby and the termination of this Agreement.

(k)      Arbitration .

(i)      Subject to Section 9(k)(ii), any dispute, controversy or claim between Service Provider and the Company arising out of or relating to this Agreement will be finally settled by arbitration in Denver, Colorado before, and in accordance with the then-existing American Arbitration Association (“ AAA ”) Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 9(k) shall be heard by a single arbitrator (the “ Arbitrator ”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator

shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (A) gather such materials, information, testimony and evidence as he or she deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (B) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final, non-appealable and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs.

(ii)      Notwithstanding Section 9(k)(i), either party may make a timely application for emergency or temporary injunctive relief, and shall have the power to maintain the status quo pending the arbitration of any dispute under this Section 9(k), and this Section 9(k) shall not require the arbitration of any application for emergency, temporary or preliminary injunctive relief (including temporary restraining orders) by either party pending arbitration; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 9(k).

(iii)      By entering into this Agreement and entering into the arbitration provisions of this Section 9(k), THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.

(iv)      Nothing in this Section 9(k) shall prohibit a party to this Agreement from (A) instituting litigation to enforce any arbitration award, or (B) joining another party to this Agreement in a litigation initiated by a person or entity which is not a party to this Agreement.

(l)      WAIVER OF CERTAIN DAMAGE CLAIMS . NOTWITHSTANDING ANYTHING IN ANY DOCUMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE GRANTING OR WITHHOLDING OF ANY APPROVAL REQUIRED UNDER THE LLC AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND EACH PARTY RELEASES THE OTHER PARTY FROM LIABILITY FOR ANY SUCH DAMAGES.

(m)      Section 409A of the Code. The parties intend for the transfer of the Granted Series B Units pursuant to this Agreement to be exempt from Section 409A of the Code. Accordingly, this Agreement and the issuance of the Granted Series B Units shall be construed and interpreted in accordance with such intent and any action required by either of the parties pursuant to this Agreement will be provided in such a manner that the Granted Series B Units shall not become subject to the provisions of Section 409A of the Code, including any IRS guidance promulgated with respect to Section 409A; provided, however , that in no event shall any such action to comply with Section 409A reduce the aggregate amount of the benefit provided or payable to the Service Provider hereunder unless expressly agreed in writing by the Service Provider.

10.      Acceptance of Agreement .  By executing this Agreement, the Service Provider represents and warrants that as of the date the Service Provider executes this Agreement, the Service Provider is not aware or in possession of any material, nonpublic information with respect to PubCo or its affiliates or any of their respective securities. In the event that the Service Provider does not accept execute and return this Agreement to the Company, the Company shall have the option, but not the obligation, to cancel and revoke the award represented by this Agreement and any such award shall be forfeited by the Service Provider without any further consideration.

[ SIGNATURES FOLLOW ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.