Document

展品10.1

RANGER ENERGY SERVICES, INC.

2017開多期激勵計劃

董事限制性股票單位協議


授予日期：	[授予日期]	（「股東大會紀要」）授予日期”)
受贈人姓名：	[參與方姓名]	（「股東大會紀要」）Grantee「」或「」您”)
受獎限制性股票單位數量：	[已授予獎勵]	（「股東大會紀要」）RSUs支付”)

本受限股票單位協議(“協議)於授予日期簽訂並生效

在Ranger Energy Services, Inc.，一家特拉華州的公司（以下簡稱“公司”），和你之間。

鑑於公司採納了Ranger能源服務公司2017年長期激勵計劃（隨時修訂，"401(k)計劃的僱主貢獻），根據該計劃，公司有權向公司的某些僱員和服務提供者授予基於股權的獎勵;

鑑於公司同意授予您這些限制性股票，旨在鼓勵您加入公司，繼續爲公司服務併爲公司的成功做出實貢。

鑑於, 您確認已收到計劃的副本，並應被視爲本協議的一部分，如完整載入本處，並未在此處定義但已用大寫字母的條款應按計劃中所列含義解釋；並

鑑於您希望接受根據本協議授予的限制性股票獎勵。

現在，因此在考慮到以下載明的相互契約以及下文提及的其他有價值的考慮情況之後，各方一致同意如下：

1. 《授予書》根據以下規定，公司特此授予您，在授予日期生效，作爲單獨的誘因，並且不代替公司支付給您的任何薪酬或其他報酬，一項獎勵（“獎勵），根據此處和計劃中規定的條款和條件，由以上列明的RSU數量組成。每個RSU代表根據此處描述，獲得一股股票或等同於一股股票的公允市值的現金金額，視情況而定。

2. 股東的權利; 股利等值物.

(a) 您作爲公司的股東在此之前對任何可能交付的股票沒有權利，除非您已成爲這些股票的記錄持有人，並且不會對現金分紅或其他財產、分配或任何該等股票的其他權利進行調整，除非計劃或協議另有規定（包括第2（b）節).

(b) 該獎勵的每個限制性股票單位（RSU）均與相應的股利等值權（DER）共同授予，在授予日期之日起至該DER所對應的RSU解決或沒收之日前一直有效。DER，該DER權益所對應的每個已獲授權DER均享有

根據本協議的規定，您將有資格根據公司支付的任何分紅金額，以與RSU所代表股票相等的金額的分紅數額，來收到支付。公司應當爲每個RSU建立一個單獨的DER簿記帳戶（「DER帳戶」），在相關的分紅支付日期，該DER帳戶應當在RSU保留的期間內收到的任何分紅金額進行記賬（不含利息），以與RSU所代表股票相等的金額。一旦RSU獲得授予，相關的DER（及DER帳戶）也將同時獲得授予。同樣地，一旦RSU被取消授予，相關的DER（及DER帳戶）也將同時被取消授予。DER不應使您有權獲得與適用RSU根據第6條款規定結算或RSU被取消授予的日期中先期發生的任何分紅支付有關的任何支付。關於已獲授予DER的支付應儘快，在DER獲得授予後的60天內進行。關於DER支付，您不應有權收到任何利息。DER帳戶”，將在適用的分紅支付日期，以與RSU所代表的股票相等的金額進行記賬（不含利息）。一旦RSU獲得授予，相關的DER（及DER帳戶）也將同時獲得授予。同樣地，一旦RSU被取消授予，相關的DER（及DER帳戶）也將同時被取消授予。DER不應使您有權獲得與適用RSU根據第6條款規定結算或RSU被取消授予的日期中先期發生的任何分紅支付有關的任何支付。關於已獲授予DER的支付應儘快，在DER獲得授予後的60天內進行。您不應有權收到任何利息。

3. 限制性股票單位的解除限制RSU將根據以下時間表歸屬：

[歸屬時間表]

除非按照該歸屬計劃獲得 RSU，否則您無權收到任何與 RSU 相關的股票或現金。在結算此獎勵之前，RSU 和此獎勵代表公司的無擔保債務，只能從公司的一般資產中支付。

4. 終止服務.

（a）一般終止如果您與公司或其關聯公司的服務關係因任何原因終止，則截至終止日期尚未取得的RSU將作廢，並視爲已放棄，這些RSU將歸公司所有。截至終止日期已獲得的任何RSU將不會被公司沒收。

(b)其他協議的影響儘管本條款中有任何相反規定，但如果本第4部分與您和公司之間或公司贊助或維護的任何服務、諮詢、離職或控制權變更協議，或您參與的類似計劃或安排之間存在任何不一致，則應以該等服務、諮詢、離職或控制權變更協議或類似計劃或安排的條款爲準。

5. 離職休假關於獎勵，公司可以自行判斷，如果您因任何原因休假，公司可能視您仍在爲公司提供服務，但休假期間對RSUs的權利將僅限於休假開始時已獲得或獲得的程度。

6. RSUs契約的解決按照本協議第3條規定的RSUs歸屬之後及在最遲該歸屬日期後60天內，公司應向您提供規定的RSUs結算：(a)股票數量等於已歸屬RSUs數量的100%，或者(b)(i)股票數量等於已歸屬RSUs數量的70%，且(ii)現金金額等於適用歸屬日期上股票的公允市值與已歸屬RSUs數量的30%的乘積。在授予日期後30日曆天內，您有權力通過按照第16條向公司提交通知進行一次性選擇，以自行決定的方式，根據本第3條收到本第6(a)或第6(b)描述的形式的結算。

在您進行投訴選擇的範疇內，公司將根據您的選擇結算已經歸屬的 RSUs。如果您未向公司提供此類通知，任何已經歸屬的 RSUs 將以第 6(b)節中描述的形式結算。此處發行的所有股票，如果有的話，將由委員會酌情決定，通過交付一張或多張這些股票的證書給您，或以記賬形式輸入這些股票。股票的價值不會因時間的流逝而產生任何利息。本第 6 節或根據本協議採取的任何行動都不應被解釋爲創建信託或任何形式的被託管或擔保的義務。

7. Payment of Taxes. In connection with the vesting or settlement of the RSUs or the DERs granted hereunder, you (or any person permitted to receive settlement of the Award in the event of your death) shall be responsible for satisfying withholding taxes and other tax obligations relating to the Award. You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the RSUs or DERs and that you have been advised, and hereby are advised, to consult a tax advisor prior to such transfer, vesting or settlement. You represent that you are in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

8. Compliance with Applicable 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 (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) 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 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 shares of Stock available for issuance.

9. Legends. If a stock certificate is issued with respect to shares of Stock delivered hereunder, such certificate shall bear such legend or legends as the Committee deems appropriate in order to reflect the restrictions set forth in this Agreement and to ensure compliance with the terms and provisions of this Agreement, the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable laws or the requirements of any stock exchange on which the Stock is then listed. If the shares of Stock issued hereunder are held in book-entry form, then such entry will reflect that the shares are subject to the restrictions set forth in this Agreement.

10. Right of the Company and Affiliates to Terminate Services. Nothing in this Agreement confers upon you the right to continue performing services for the Company or any of its Affiliates, or interfere

in any way with the rights of the Company or any of its Affiliates to terminate your service relationship at any time.

11. 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.

12. 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.

13. 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.

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

15. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the

Company from loss or depreciation.

16. 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.

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

18. 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.

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

20. 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.

21. 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.

22. 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.

23. Governing Law. 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 or pay cash 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 or payment of such cash.

24. Amendment. This Agreement may be amended by the Board or by the Committee at any time; provided that any amendment that would materially and adversely affect your rights hereunder shall not be effective without your consent.

25. Clawback. To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), all shares of Stock issued or amount of cash paid, as applicable, under this Agreement shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for forfeiture and/or recoupment of such shares of Stock or amount of cash. Notwithstanding any provision of this Agreement to the contrary, the Company reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures applicable to this Agreement with retroactive effect.

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

27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

28. Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery

may be via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

29. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award granted hereby; provided however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any services, consulting, severance and/or change in control agreement between the Company (or an Affiliate or other entity) and you in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the

Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

30. Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to comply with the Nonqualified Deferred Compensation Rules or an exemption therefrom and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company makes no representations that the RSUs provided under this Agreement are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified Deferred Compensation Rules.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his hand as to the date and year first above written.

RANGER ENERGY SERVICES, INC.


/s/ Stuart Bodden_____________________________
Name: Stuart Bodden						Date: [Grant Date]
Title: President and Chief Executive Officer



____________________________________________						________________________
Name: [Participant Name]						Date: [Date]