Exhibit 10.6
AMENDMENT NO. 2
TO THE
EARTHSTONE ENERGY, INC.
2014 LONG-TERM INCENTIVE PLAN
This Amendment No. 2 to the Earthstone Energy, Inc. 2014 Long-Term Incentive Plan, as amended by Amendment No. 1 (the “Plan”), was approved and adopted by the Board of Directors of Earthstone Energy, Inc. (the “Company”) on November 7, 2016, subject to approval by the stockholders of the Company, which was obtained on May 9, 2017. Accordingly, the Plan is hereby amended, effective as of May 9, 2017, as follows:
1.The first sentence of Section 3.1 of the Plan is hereby deleted in its entirety and replaced with the following:
“Subject to the limitations set forth herein, 5,800,000 shares of Common Stock are reserved for issuance pursuant to Awards made under this Plan.”
In all other respects, the Plan remains unchanged and in full force and effect.
IN WITNESS WHEREOF, this Amendment No. 2 to the Plan has been executed to be effective as of May 9, 2017.
EARTHSTONE ENERGY, INC. | ||
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By: |
| /s/ Frank A. Lodzinski |
Name: |
| Frank A. Lodzinski |
Title: |
| Chairman of the Board, President and Chief Executive Officer |