1. Definitions.  The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

a)

“Cause” shall have the meaning set forth in any applicable agreement between the Company and Grantee regarding Grantee’s Service with the Company and, if “Cause” is not so defined, shall mean any of the following: (i) Grantee has failed or refused to substantially perform Grantee’s duties, responsibilities, or authorities (other than any such refusal or failure resulting from Grantee’s becoming Disabled); (ii) any commission by or indictment of Grantee of a felony or other crime of moral turpitude; (iii) Grantee has engaged in material misconduct in the course and scope of Grantee’s Service with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused absenteeism, improper appropriation of a corporate opportunity or any other material violation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) Grantee has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) Grantee has engaged in any act or omission that is likely to materially damage the Company’s business, including, without limitation, damages to the Company’s reputation.

b)

“Date of Termination” means the date on which Grantee’s Service with the Company or an Affiliate terminates for any reason, provided, that a Date of Termination shall not be deemed to occur by reason of a Grantee’s transfer of Service between the Company and an Affiliate; further provided that a Grantee’s Service shall not be considered terminated while Grantee is on a leave of absence from the Company or an Affiliate approved by the Company or such Affiliate.

c)

“Designated Beneficiary” means the beneficiary or beneficiaries designated by Grantee in a writing filed with the Company in the form attached hereto as Exhibit A.

d)

“Disabled” as it relates to Grantee shall have the meaning of “Disabled” or such similar term set forth in any applicable agreement between the Company and Grantee regarding Grantee’s Service with the Company and, if “Disabled” or such similar term

e)

“Good Reason” shall have the meaning set forth in any applicable agreement between the Company and Grantee regarding Grantee’s Service with the Company and, if “Good Reason” is not so defined, shall exist in the event any of the following actions are taken without Grantee’s consent: (i) Grantee’s authority with the Company is, or Grantee’s duties or responsibilities based on Grantee’s position with the Company or any employment agreement or arrangement between Grantee and the Company are, materially diminished relative to Grantee’s authority, duties and responsibilities as in effect immediately prior to such change; provided, however, that in no event shall removal of Grantee from the position of manager, director or officer of any direct or indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason; (ii) a material diminution in Grantee’s base salary or retainer compensation as in effect immediately prior to such diminution; provided, that, an across-the-board reduction in the base compensation and benefits of all Service Providers of the Company by the same percentage amount (or under the same terms and conditions) as part of a general base compensation reduction and/or benefit reduction shall not constitute such a qualifying material diminution; (iii) a material relocation of Grantee’s primary work location more than 75 miles away from the then-current primary work location; or (iv) any material breach by the Company of any provision of this Agreement or any employment agreement or arrangement between Grantee and the Company.

f)

“Grantee” means the employee of the Company specified in the grant notice issued by the Company on or about the Grant Date (the “Grant Notice”).

g)

“Grant Date” means the date on which this Award was granted, as set forth in the Grant Notice.

h)

“Performance Stock Units” means performance-based Stock Units (as defined in the Plan) granted under this Agreement and subject to the terms of this Agreement and the Plan.  The target number of “Performance Stock  Units” (the “Target ”) granted under this Agreement is the number specified in the Grant Notice, with the actual number of Performance Stock Units earned to be 0% - 200% of the Target, based on Grantee’s continued provision of Services to the Company and the level of attainment of the performance goals set forth in Exhibit B.

2. Award.  Grantee is hereby granted a Performance Stock Unit award covering the Target number of Performance Stock Units set forth in the Grant Notice, with the Grantee being able to earn

3. Performance Goals.  Except as set forth in Section 4 below, the Performance Stock Units shall be earned solely in accordance with the attainment of certain performance goals, as set forth in Exhibit B.

4. Termination of Services.  Except as may otherwise be provided below, Grantee shall forfeit the right to earn any Performance Stock Units that have not been earned in accordance with Section 3 and Exhibit B as of a Date of Termination.  Notwithstanding the foregoing,

a)

In the event Grantee would be entitled to severance under the Bonanza Creek Energy, Inc. Executive Change in Control Severance Plan (the “CIC Severance Plan”) as a result of the circumstances giving rise to the Date of Termination, then Grantee shall retain the right to earn any as of yet unearned Performance Stock Units in accordance with Section 3 upon satisfaction of the performance goals set forth in Exhibit B; and

b)

In the event that Grantee’s Date of Termination occurs within the eighteen (18) month period following a Change in Control on account of (i) Grantee’s termination of Service by the Company without Cause or (ii) Grantee’s resignation from the Company for Good Reason, then Grantee shall be deemed to have earned the maximum number of Performance Stock Units potentially issuable hereunder in respect of any Measuring Periods set forth in Exhibit B that were outstanding on the Date of Termination.

5. Payment.  Payment in respect of earned Performance Stock Units shall be made by the Company following the Committee’s review and certification of the attainment of the performance goals set forth in Exhibit B, or following the Grantee’s Date of Termination pursuant to Section 4(b), as applicable, but in all events as soon as administratively practicable during the calendar year next following the calendar year in which the last day of the Performance Cycle set forth in Exhibit B occurs.  The Company shall settle earned Performance Stock Units by issuing the Grantee a number of shares of Stock equal to the number of Performance Stock Units earned.

6. Withholding. 

a.

Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes (“Withholding Obligation”) arising with respect to the Performance Stock Units are the sole responsibility of Grantee.  Any Withholding Obligation that arises as a result of the payment of cash amounts pursuant to the Dividend Equivalent Right set forth in Section 8 below shall be withheld by the Company in cash from the amounts paid.  Any Withholding Obligation that arises as a result of the settlement of earned Performance Stock Units through granting of Stock pursuant to Section 5 above shall be settled pursuant to paragraphs 6(b) or 6(c), below.

b.

By accepting this Agreement, Grantee hereby elects, effective on the Grant Date, to sell shares of Stock held by Grantee in an amount and at such time as is determined in accordance with this paragraph 6(b), and to allow the Agent, as defined below, to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “Sell to Cover”) to permit Grantee to satisfy the Withholding

i.

Grantee hereby irrevocably appoints the Company’s designated broker Solium Capital Inc., or such other broker as the Company may select, as Grantee’s agent (the “Agent”), and authorizes and directs the Agent to:

1.

Sell on the open market at the then prevailing market price(s), on Grantee’s behalf, as soon as practicable on or after the delivery of Stock in settlement of earned Performance Stock Units, the number (rounded up to the next whole number) of shares of Stock sufficient to generate proceeds to cover (A) the satisfaction of the Withholding Obligation arising from the settlement of the earned Performance Stock Units to the extent not otherwise satisfied pursuant to paragraph 6(c) and (B) all applicable fees and commissions due to, or required to be collected by, the Agent with respect thereto;

2.

Remit directly to the Company the proceeds necessary to satisfy the Withholding Obligation;

3.

Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the sale; and

4.

Deposit any remaining funds in Grantee’s account.  

ii.

Grantee acknowledges that Grantee’s election to Sell to Cover and the corresponding authorization and instruction to the Agent set forth in paragraph 6(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 (Grantee’s election to Sell to Cover and the provisions of paragraph 6(b), collectively, the “10b5-1 Plan”). Grantee acknowledges that by accepting this Award, he or she is adopting the 10b5-1 Plan to permit Grantee to satisfy the Withholding Obligation. Grantee hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of shares of Stock that must be sold pursuant to paragraph 6(b) to satisfy the Withholding Obligation.

iii.

Grantee acknowledges 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 Grantee’s account. In addition, Grantee acknowledges 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, Grantee will continue to be responsible for the Withholding Obligation.

iv.

Grantee hereby agrees 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 6(b) and the terms of this 10b5-1 Plan. 

v.

Grantee’s 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 payment of the earned Performance Stock Units is satisfied.

c.

Alternatively, or in addition to or in combination with the Sell to Cover provided for under paragraph 6(b), Grantee authorizes the Company, at its discretion, to satisfy the Withholding Obligation through the Grantee surrendering shares of Stock to which Grantee is otherwise entitled to under the Plan (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

d.

Grantee hereby agrees that the withholding provisions of each other outstanding performance-based Award and the associated agreement held by Grantee as of the date hereof are hereby amended to match the provisions of this Section 6, such that Grantee agrees to use a Sell to Cover transaction to satisfy all applicable withholding taxes arising as a result of the vesting of the performance-based Award subject to such other award agreements, unless otherwise determined by the Company.

7. No Stockholder Rights. Grantee shall have no voting, dividend, or other stockholder rights in respect of the Performance Stock Units granted hereunder.  Upon the issuance of shares of Stock as payment under this Agreement, Grantee shall have all of the rights of a stockholder with respect to such shares of Stock as of the date Grantee becomes the record owner of such shares.

8. Dividend Equivalent Right.  Grantee shall be entitled to a Dividend Equivalent Right entitling Grantee, with respect to each Performance Stock Unit actually earned under this Agreement, to receive a cash payment based on the regular cash dividends that would have been paid on an equivalent number of shares of Stock during the period between the Grant Date of the Performance Stock Units and the date the Performance Stock Units are paid pursuant to Section 5.  All amounts payable as a result of such Dividend Equivalent Right shall be accumulated and paid to Grantee in cash on the date that payment is made in respect of the related Performance Stock Units in accordance with Section 5, above.

9. Heirs and Successors.  This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.  If any rights of Grantee or benefits distributable to Grantee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan.  If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Grantee, any rights that would have been exercisable by Grantee and any benefits distributable to Grantee shall be exercised by or distributed to the legal representative of the estate of Grantee.  If a deceased Grantee designates a beneficiary and the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary

10. Administration.  The authority to manage and control the operation and administration of this Agreement shall be vested in the Board or the Committee, and the Board or the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan.  Any interpretation of the Agreement by the Board or the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.

11. Plan Governs.  Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by Grantee from the office of the Secretary of the Company; and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Board or the Committee from time to time pursuant to the Plan.

12. Fractional Shares.  In lieu of issuing a fraction of a share of Stock resulting from an adjustment of the Award pursuant to Section 17.4 of the Plan or otherwise, the Company will be entitled to pay to Grantee an amount equal to the fair market value of such fractional share.

13. Not An Employment Contract.  The Award will not confer on Grantee any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Grantee’s Service at any time.

14. Notices.  Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail.  Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt.  Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

15. Amendment.  This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of Grantee and the Company without the consent of any other person.

16. 409A Savings Clause.  All amounts payable hereunder are intended to comply with the requirements of Code Section 409A, and this Agreement shall be interpreted accordingly.

17. Electronic Acceptance.  By logging into and accepting this Agreement through Grantee’s Solium Capital account, Grantee (a) understands, represents, acknowledges and agrees to be bound by this Agreement as if Grantee had manually signed this Agreement, (b) agrees that Agent or its designee shall obtain and retain custody of the shares of Stock issuable upon settlement of earned Performance Stock Units until such time as all withholding obligations have been satisfied, (c) elects to conduct a Sell to Cover to satisfy the Withholding Obligation in accordance with paragraph 6(b) of the Agreement, (d) agrees to the amendment of the withholding provisions of all other performance-based Awards and the associated agreements held by Grantee in accordance with Section 6(d) above and elects to conduct a Sell to Cover to satisfy the withholding obligations in respect to those other performance-based Awards and associated agreements and (e) represents and warrants that (i) Grantee has carefully