EMPLOYMENT AGREEMENT

CW Petroleum Corp 

Chief Financial Officer

July 21, 2022

Epsilon Energy Ltd.

Chief Financial Officer

July 1, 2022  

Ranger Energy Services, Inc.

Chief Financial Officer of Ranger Energy Services, LLC and Ranger Energy Services, Inc. (Parent).

June 15, 2022 

MARKET CAPITALIZATION AT FILING

Approximately $2 million.

Approximately $138 million.

Approximately $267 million.

ANNUAL RATE OF BASE SALARY

$150,000, subject to review by the board at least annually for increase but not decrease.

Section 3.1

$230,000, subject to increase by the employer

Section 3(a)

$400,000, subject to discretionary increases by the board.

Section 2(b)(i)

ANNUAL BONUS AND CASH INCENTIVES

Eligible to receive an annual bonus of up to 50% of base salary based on the employer and executive attaining certain business goals established by the board.

May be entitled to receive additional bonus amounts as determined by the board in its discretion, with the additional bonus amounts determined based on criteria such as the executive's contributions to the employer's achievement of its long-range business goals, the success of various corporate strategies in which the executive participated, and the executive's unique services in connection with the maintenance of or increase in stockholder value.

Section 3.2

Eligible to receive an annual target incentive bonus of $150,000 (Target Bonus) payable based on achieving performance goals established by the board with a minimum bonus amount equal to 0% of the Target Bonus and a maximum bonus amount equal to 150% of the Target Bonus. The executive must be employed on the bonus payment date to be eligible for the bonus payment. The Target Bonus is pro-rated for 2022.

Section 3(b)

Eligible for a discretionary cash bonus with a target opportunity of 100% of base salary (Annual Bonus), payable based on the achievement of performance goals determined by the board. The executive must be employed on the payment date to be eligible for the bonus payment.

For 2022, eligible for a pro-rated Annual Bonus.

Section 2(b)(ii)

SIGN-ON EQUITY GRANTS

None specified.

On the effective date, entitled to receive restricted stock units (RSUs) with a grant date value of $250,000 based on the closing price of the employer's common stock on the effective date under the Parent's 2020 equity incentive plan (EIP). The RSUs vest over a four-year period beginning on the effective date with 25% of the RSUs vesting on the first anniversary of the effective date, and an additional 6.25% of the RSUs vesting on the first day of each subsequent quarter, until fully vested on July 1, 2026.

Section 3(c)

Entitled to a one-time award of restricted stock (Inducement Time-Based Award) and a one-time award of performance stock (Inducement Performance-Based Award and, together with the Inducement Time-Based Award, Inducement Equity Awards) granted under the employer's 2017 long term incentive plan (LTIP). The grant date value of the Inducement Time-Based Award is equal to not less than 50% of the executive's base salary and the award will vest in three substantially equal installments on the first three anniversaries following the grant date. The grant date value of the Inducement Performance-Based Award is equal to not less than 50% of the executive's base salary and the award will vest based on satisfying performance conditions established by the board.

Section 2(b)(iii)(A)

ONGOING EQUITY GRANTS

None specified.

Eligible to receive an annual equity award under the EIP on such terms and conditions as determined by the board.

Section 3(c)

Eligible for an annual award of restricted stock (Annual Time-Based Award) and an annual award of performance stock (Annual Performance-Based Award) granted under the employer's LTIP. The grant date value of the Annual Time-Based Award is equal to not less than 50% of the executive's base salary and the award will vest in three substantially equal installments on the first three anniversaries following the grant date. The grant date value of the Annual Performance-Based Award is equal to not less than 50% of the executive's base salary and the award will vest based on satisfying performance conditions established by the board.

Section 2(b)(iii)(B) 

BENEFITS AND PERQUISITES

Entitled to all ordinary and customary perquisites generally available to executive officers including any qualified or non-qualified pension, profit sharing and savings plans, death benefit and disability benefit plans, life insurance coverage, medical, dental, health and welfare plans or insurance coverages, and any stock purchase programs that are approved by the board.

Entitled to the number of paid vacation days in each calendar year as determined by the board for its senior executive officers prorated in any calendar year during which the executive is employed for less than the entire calendar year.

Section 4.1(a)

Section 4.1(b)

Eligible to participate in the employer's medical, dental, life and disability insurance plans, and savings and investment plan which includes a 401K plan with an employer match.

Eligible to participate in the employer's flexible perquisites plan which provides up to 5% of base salary each year to cover financial planning expenses.

Eligible to participate in the employer's management car allowance program with an annual cash car allowance of $15,000.

Eligible to participate in the employer's senior executive deferred compensation plan that allows for the deferral of a portion of base salary and annual bonus.

Eligible for relocation assistance, however, if the executive voluntarily terminates employment within the first year of employment, the executive will be required to reimburse the employer in full for the cost of any and all relocation assistance provided.

Entitled to senior executive-level outplacement services for a period of 12 months.

Entitled to 4 weeks of paid vacation.

Benefits

Flexible Perquisites

U.S. Management Car Allowance Program

Deferred Compensation

Relocation

Separation Benefits

Eligible to participate in the same employer benefit plans, practices, policies, and programs applicable to similarly situated executives.

Entitled to paid vacation time each calendar year according to the employer's plans, policies, programs, and practices applicable to similarly situated executives.

Section 2(b)(iv)

Section 2(b)(vi)