8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 10, 2014

Date of Report (Date of earliest event reported)

Bonanza Creek Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35371	61-1630631
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. employer identification number)

410 17th Street, Suite 1400

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(720) 440-6100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Richard J. Carty as President and Chief Executive Officer

On November 10, 2014, the Board of Directors (the “Board”) of Bonanza Creek Energy, Inc. (the “Company”) appointed Richard J. Carty, 45, as the Company’s President and Chief Executive Officer, effective as of November 11, 2014.  Mr. Carty succeeds Marvin M. Chronister, the Company’s former Interim President and Chief Executive Officer, who will continue with the Company as a member of the Board.

Mr. Carty has been Chairman of the Board since the Company’s formation in 2010 and was President of West Face Capital (USA) Corp, an affiliate of West Face Capital, from 2009 until 2013.  Prior to that period, Mr. Carty was Managing Director of Morgan Stanley Principal Strategies.  Prior to Mr. Carty’s 14 years at Morgan Stanley, he was a Partner at Gordon Capital Corp, a Toronto-based investment and merchant bank, where he worked for 5 years.  Mr. Carty graduated from the University of Waterloo with a bachelor of arts degree in economics.  There is no understanding or arrangement between Mr. Carty and any other person pursuant to which Mr. Carty was appointed.  Mr. Carty has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Carty’s initial base salary is $575,000 per annum.  He will be entitled to participate in the Company’s Short Term Incentive Program (“STIP”), on a pro-rated basis for the 2014 performance cycle, which provides annual cash incentives upon the achievement of corporate goals established annually and subject to the other terms of the STIP.  His target STIP amount is 100% of base salary and the maximum amount that can be achieved is 200% of base salary if outperform corporate goals are met.  Mr. Carty received a sign-on award of 37,092 shares of restricted stock under the Company’s 2011 Long Term Incentive Plan (“LTIP”) with an aggregate value on the grant date approximately equal to $1,500,000, (i) 50% of which were granted as shares of restricted stock vesting annually in equal 1/3 increments over a period of three years, and (ii) 50% of which were granted as performance shares, 0-200% of which shall vest based on the Company’s achievement of performance goals to be measured as of November 10, 2017.  Additionally, in accordance with Company practice, Mr. Carty will be eligible to receive a 2015 LTIP issuance with an aggregate value no less than 350% of his base salary (the “2015 LTIP Award”), comprised 50% of restricted stock shares and 50% of performance shares.  If, prior to the award of the 2015 LTIP Award, Mr. Carty’s employment is terminated for any reason other than Cause, or he resigns with Good Reason (as such terms are defined in the Severance Plan, as defined below), an amount equal to 350% of Mr. Carty’s base salary shall be paid to him in cash.  Mr. Carty will be moving to the Denver, Colorado area in the near term and will receive reimbursement or payment of (i) relocation costs and (ii) travel and temporary housing costs until the first to occur of July 1, 2015 and the date of his relocation.  In the event Mr. Carty relocates to Denver prior to July 1, 2015, he will also receive reimbursement of the rental cost of his current residence through June 30, 2015.

Mr. Carty will participate in the Company’s Amended and Restated Executive Change in Control and Severance Plan (the “Severance Plan”), as a Tier 1 Executive which provides for certain payments and benefits if an executive officer’s employment is terminated under certain circumstances.  If the conditions of the Severance Plan are satisfied, following Mr. Carty’s termination, he would be entitled to, among other benefits, (i) a lump sum cash payment equal to 3 times base salary and (ii) a lump sum cash payment equal to the greater of the annual average of the bonuses received by Mr. Carty pursuant to the Company’s STIP in the two calendar years prior to termination and Mr. Carty’s current target bonus amount, multiplied by 3.

Mr. Carty has entered into an Employee Restrictive Covenants, Proprietary Information and Inventions Agreement pursuant to which he agrees to maintain the confidentiality of Company proprietary information and not to engage in any business activity that competes with the Company.  In addition, for 3 years following any termination of employment, Mr. Carty has agreed to certain non-competition and non-solicitation obligations assuming the Company meets its severance obligations.

Mr. Carty has executed an Employment Letter Agreement and Performance Share Agreement with the Company, which incorporate the terms of his employment described above.  The description of the Employment Letter Agreement set forth above is qualified in its entirety by the terms of the Employment Letter Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.  The description of the Performance Share Agreement set forth above is qualified in its entirety by the terms of the Performance Share

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Agreement, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.  The description of the Severance Plan set forth above is qualified in its entirety by the terms of the Severance Plan, a copy of which is attached as Exhibit 10.3 and is incorporated herein by reference.

As a result of this appointment, Mr. Carty has resigned as Chairman of the Board and as a member of the Audit, Compensation and Nominating and Corporate Governance Committees but will remain a Class III director on the Board and as a member of the Company’s Reserve Committee.  Effective November 11, 2014, the Board appointed James A. Watt to replace Mr. Carty as the non-executive Chairman of the Board.  Mr. Watt will receive a pro rata portion of the additional annual cash retainer paid to the Chairman of the Board in accordance with the Company’s non-employee director compensation policy.

For his service as the Company’s Interim President and Chief Executive Officer and in addition to his monthly salary, the Board awarded Mr. Chronister a $500,000 cash bonus and shares of restricted stock under the LTIP, vesting in 1/3 increments annually over three years, with a grant date fair market value of approximately $1,000,000.  In connection with his service as a member of the Board, Mr. Chronister was granted 1,617 shares of restricted stock under the LTIP, which represents a pro rata portion of the $130,000 in value of the Company’s common stock granted to each director for service from June 2014 to June 2015 and which will vest in full on the day prior to the Company’s 2015 annual meeting of stockholders.  Mr. Chronister will remain Chairman of the Board’s Environmental, Health, Safety & Regulatory Compliance and Reserve Committees and effective November 11, 2014, the Board appointed Mr. Chronister to also serve on its Audit and Nominating and Corporate Governance Committees.  The Board determined that Mr. Chronister is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the listing standards of the New York Stock Exchange.

Mr. Chronister has executed a Restricted Stock Agreement with the Company which incorporates the terms of his LTIP grant described above.  The description of the Restricted Stock Agreement set forth above is qualified in its entirety by the terms of the Restricted Stock Agreement, a copy of which is attached as Exhibit 10.4 and is incorporated herein by reference.

Appointment of Jeff E. Wojahn as a Class III Director

Additionally, on November 10, 2014, the Board appointed Jeff E. Wojahn to fill a vacancy created by the departure of a former director in January 2014.  Effective as of November 10, 2014, Mr. Wojahn will serve as a Class III director of the Company with a term expiring at the annual meeting of stockholders to be held in 2015, or until his successor is elected and qualified or his earlier resignation or removal.  The Board also appointed Mr. Wojahn to serve on its Compensation, Reserve and Environmental, Health, Safety & Regulatory Compliance Committees.  There is no understanding or arrangement between Mr. Wojahn and any other person pursuant to which Mr. Wojahn was appointed.

The Board determined that Mr. Wojahn is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the listing standards of the New York Stock Exchange.  Mr. Wojahn has not entered into any related party transactions with the Company that require disclosure pursuant to Item 404(a) of Regulation S-K.

From 2003 to 2013, Mr. Wojahn served as Executive Vice President of EnCana Corporation and was President of Encana Oil & Gas (USA) Inc. from 2006 to 2013.  Beginning in 1985, Mr. Wojahn held senior management and operational positions in Canada and the United States and has extensive experience in unconventional resource play development.  He currently serves as a Strategic Advisory Board member for Morgan Stanley Energy Partners.  Mr. Wojahn is a professional geophysicist and received his Bachelor of Science degree in geophysics from the University of Calgary in 1985.  In 1997, Mr. Wojahn completed the Western Executive Program at the Richard Ivey School of Business and in 2006 he attended the Entrepreneurial Leadership Program at Stanford Graduate School of Business.

In connection with his service as a member of the Board, Mr. Wojahn was granted 1,886 shares of restricted stock under the LTIP, which represents a pro rata portion of the $130,000 in value of the Company’s common stock granted to each director for service from June 2014 to June 2015 and which will vest in full on the

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day prior to the Company’s 2015 annual meeting of stockholders.  In addition, Mr. Wojahn will be paid a pro rata portion of the annual retainer paid to all non-employee directors, and will receive reimbursement for any out-of-pocket business-related expenses.

Item 7.01Regulation FD Disclosure.

On November 11, 2014, the Company issued a press release announcing the appointment of Mr. Carty as President and Chief Executive Officer, Mr. Watt as Chairman of the Board and Mr. Wojahn as a Class III Director.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01, including exhibits, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

10.1Employment Letter Agreement, dated November 11, 2014, between Bonanza Creek Energy, Inc. and Richard J. Carty.

10.2Performance Share Agreement, dated November 11, 2014, between Bonanza Creek Energy, Inc. and Richard J. Carty.

10.3Bonanza Creek Energy, Inc. Amended and Restated Executive Change in Control and Severance Plan.

10.4Restricted Stock Agreement, dated November 10, 2014, between Bonanza Creek Energy, Inc. and Marvin M. Chronister.

10.5Bonanza Creek Energy, Inc. 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on November 4, 2011).

10.6Bonanza Creek Energy, Inc. Short Term Incentive Guidelines (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2013).

10.7Form of Indemnity Agreement between Bonanza Creek Energy, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on July 25, 2011).

99.1Press release issued November 11, 2014.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bonanza Creek Energy, Inc.
Date: November 14, 2014	By:	/s/ Christopher I. Humber
		Christopher I. Humber
		Executive Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Employment Letter Agreement, dated November 11, 2014, between Bonanza Creek Energy, Inc. and Richard J. Carty.
10.2	Performance Share Agreement, dated November 11, 2014, between Bonanza Creek Energy, Inc. and Richard J. Carty.
10.3	Bonanza Creek Energy, Inc. Amended and Restated Executive Change in Control and Severance Plan.
10.4	Restricted Stock Agreement, dated November 10, 2014, between Bonanza Creek Energy, Inc. and Marvin M. Chronister.
10.5	Bonanza Creek Energy, Inc. 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on November 4, 2011).
10.6	Bonanza Creek Energy, Inc. Short Term Incentive Guidelines (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2013).
10.7	Form of Indemnity Agreement between Bonanza Creek Energy, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed on July 25, 2011).
99.1	Press release issued November 11, 2014.

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EX-10.1

Exhibit 10.1

410 17th Street, Suite 1400 Denver, CO 80202 (720) 440-6100 phone (720) 305-0804 fax Bonanzacrk.com

November 11, 2014

Re:Employment Terms and Conditions — President & Chief Executive Officer

Dear Rich:

Thank you for your continued service to Bonanza Creek Energy, Inc. (the “Company”).  The Company is pleased to offer you the position of President & Chief Executive Officer (“CEO”), reporting directly and exclusively to the Board of Directors of the Company (the “Board”).  You will retain your position on the Board as a Class III Director, subject to the Company’s Second Amended & Restated Certificate of Incorporation and Third Amended & Restated Bylaws, although you have resigned as Chairman and as a member of all committees of the Audit, Compensation and Nominating & Corporate Governance Committees.  This offer (as memorialized, the “Agreement”) is effective immediately and coincides with the commencement of your employment on November 11, 2014.  Your principal work location will be the Company’s headquarters in Denver, CO.  In summary, as CEO, your compensation will be:

·An annual base salary of $575,000 (“Base Salary”), to be paid on a bi-weekly basis, subject to all withholdings and deductions; the Base Salary shall be subject to annual review and may be increased (but not decreased) by the Board;

·Participation in the Company’s Long Term Incentive Program (“LTIP”), subject to the terms and conditions of the LTIP and the award agreements to be entered into thereunder, with (a) a sign-on award, granted as soon as practicable after the execution of this Agreement, of restricted stock shares with an aggregate value approximately equal to $1,500,000 the number of shares determined based on the closing price of the Company’s common stock on the date hereof (the “Sign-On Award”), (i) 50 % of which will be granted and delivered as restricted stock shares vesting annually in equal 1/3 increments over a period of three years, such period beginning on the 15th of the month following your start date, with the first 1/3 increment vesting one year thereafter and (ii) 50 % of which will be granted as performance shares (“Performance Shares”) with a target value approximately equal to $750,000, 0% to 200% of which shall vest and be delivered based on the Company’s achievement of performance goals to be measured as of November 10, 2017, and (b) an anticipated annual LTIP award in accordance with Company practice on or about March 15, 2015 with an aggregate value no less than 350% of the Base Salary (the “2015 LTIP Award”), comprised 50% of restricted stock shares and 50% of Performance Shares.  If, prior to the award of the 2015 LTIP Award, your employment is terminated for any reason other than Cause, or you resign with Good Reason (as such

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terms are defined in the Severance Plan, as defined below), an amount equal to 350% of the Base Salary, shall be paid to you in cash;

·Participation in the Company’s Short Term Incentive Program (the “STIP”), in a target amount of up to 100% of the Base Salary for achieving targets set by the Board, and an outperform amount of up to 200% of the Base Salary, upon the achievement of Company goals specified each year by the Board and subject to the other terms and conditions of the STIP, provided that you will be eligible for a pro-rated 2014 STIP award based on the key performance indicators previously set by the Board with a target of 100% of the Base Salary;

·Participation in the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”) as a Tier 1 Executive (as defined in the Severance Plan);

·Participation in the Company’s No Tracking Vacation Program; ten (10) days sick leave annually; and eleven (11) paid holidays per year; all in accordance with the Company’s benefits policy;

·Option to participate in the Company’s 401(k) Plan, in accordance with such plan; currently the Company provides matching contributions of 6% of W-2 income, which amount may be amended from time to time in accordance with the terms of the 401(k) Plan;

·Option to participate in the Company’s health insurance plans upon your election, subject to the terms and conditions of the plans, provided that in the event that the Company’s health plans provide lesser coverage than your current health plans, until December 31, 2015, you shall be reimbursed for the supplemental cost of such coverage upon presentation of receipts reflecting such costs, up to a maximum of $45,000 per year;

·Option to participate in the Company’s flexible benefit plan (Section 125 Plan);

·Option to participate in any other of the Company’s benefit plans;

·Payment or reimbursement of (i) expenses for you to travel between your current residence of New York, NY to Denver, CO and (ii) the cost of temporary housing in the Denver, CO area, in each case, until your relocation to Denver is complete or July 1, 2015, whichever is earlier; and

·Payment or reimbursement of (i) relocation expenses for you and your family to relocate from New York, NY, to Denver, CO, in accordance with the Company’s relocation policy, provided that if you relocate to Denver prior to July 1, 2015, the Company will reimburse the market value rental cost of your current residence in New York through June 30, 2015 and (ii) a personal assistant to handle issues associated with your relocation so you can devote substantially all of your business time, attention and energies to the business of the Company, in an amount not to exceed $70,000 and for a period not to exceed December 31, 2015.

The Company may modify its benefit plans and compensation plans and policies 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.

You agree that, during the term of your employment with the Company, you will devote substantially all of your business time, attention and energies to the business of the Company.  Notwithstanding the foregoing, you may continue your other current activities and engage in other private outside business interests or opportunities consistent with the Company’s Code of

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Business Conduct and Ethics, Corporate Governance Guidelines, Insider Trading Policy and other Company policies and procedures to the extent that such activities do not materially conflict or materially interfere with the substantial performance of your duties to the Company (collectively, the “Other Activities”).  You may at your election increase ownership in the Company, through your individual capacity, through your family office, or other family business, subject to the Company’s Insider Trading Policy and applicable law.  The business opportunities, intellectual property, and inventions (collectively, the “IP”) associated with the Other Activities shall not be subject to the Employee Restrictive Covenants, Proprietary Information and Inventions Agreement, attached hereto as Exhibit A (“PIIA”), unless the IP is directly related to the Business (as defined in the PIIA) of the Company and is developed while you are Chief Executive Officer of the Company.  The Company’s representation that you may engage in Other Activities is a material provision of this Agreement.

The Company shall reimburse all reasonable and documented legal and tax advisory fees and commercially reasonable expenses incurred in connection with the drafting, negotiation and execution of this Agreement and ancillary documents.

The terms and conditions of employment set forth in this letter agreement are contingent upon your signing the PIIA.

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 this Agreement or PIIA, each as may be amended from time to time with your written consent only, or the Severance Plan, as may be amended from time to time.  Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice, subject only to any rights and obligations that may be required by this this Agreement or PIIA, each as may be amended from time to time with your written consent only, or the Severance Plan, as may be amended from time to time.

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You agree that the Company has not made any promise or representation to you concerning the terms and conditions of your employment not expressed in this Agreement or the plans and documents referenced herein, and that, in signing this 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,
		/s/ James A. Watt
		JAMES A. WATT
		Chairman of the Board of Directors
Accepted and agreed:
/s/ Richard J. Carty
RICHARD J. CARTY
Date:	November 11, 2014

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Exhibit A

Employee Restrictive Covenants, Proprietary Information and Inventions Agreement

BONANZA CREEK ENERGY, INC.

EMPLOYEE RESTRICTIVE COVENANTS, PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT

In consideration of my employment or continued employment by Bonanza Creek Energy Company, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

1.NONDISCLOSURE.

1.1Recognition of Company’s Rights; Nondisclosure.  At all times during my employment and thereafter, I 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 my work for the Company, or as otherwise required by legal process, in an action by or against the Company, to an overseeing regulatory agency, or unless an officer of the Company expressly authorizes such in writing.  I will obtain the Company’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that incorporates any Proprietary Information.  I hereby assign to the Company any rights I 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.

1.2Proprietary 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 confidential 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, 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) information regarding the skills and compensation of the Company’s employees, contractors or other service providers.

1.3Third Party Information.  I understand, 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 my employment and thereafter, I 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 or as required by legal process.

1.4No Improper Use of Information of Prior Employers and Others.  During my employment by the Company, I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my 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.

2.PROMISE OF ACCESS TO PROPRIETARY INFORMATION, SPECIALIZED TRAINING, AND GOODWILL

2.1Access to Proprietary Information.  During my employment, the Company agrees to provide me with access to Proprietary Information relevant to my position and responsibilities.  The Company promises to disclose Proprietary Information to me in order to enable me to perform the duties and responsibilities of my position for the Company.  Finally, I acknowledge that the unauthorized disclosure of Proprietary Information could place the Company at a competitive disadvantage.

2.2Access to Specialized Training.  To the extent appropriate to my position, the Company also promises that it will provide me with specialized training and instruction regarding (a) the methods, products and services designed, developed, enhanced, modified, manufactured, sold or provided by or for the Company, (b) the Company’s operations, (c) marketing and operational techniques and strategies, and (d) the Company’s technology.  The Company promises to provide specialized training and instruction to me regardless of whether I become or remain employed by the Company, in order to enable me to perform duties for the Company.  I agree to use this training for the Company’s exclusive benefit, and agrees not to use such training in a way that would harm the Company’s business interests during employment and thereafter.

2.3Access to Goodwill.  I acknowledge that the Company has developed, over a period of time, and will continue to develop, significant relationships and goodwill between itself and its customers and suppliers by providing superior products and services.  I further acknowledge that these relationships and this goodwill are a valuable asset belonging solely to the Company.  I further acknowledge that any business relationship that Employee brings or has brought to the Company will belong to and will inure to the benefit of the Company after I begin employment.  Finally, I acknowledge that the responsibility to build and maintain business relationships and goodwill with current and prospective customers creates a special relationship of trust and confidence between me, the Company, and such customers.  The Company promises to permit me to use its goodwill in contacting and in doing business with its current and prospective customers and suppliers.  The Company further promises to compensate me according to its normal payroll procedures while I build and/or maintain the Company’s business relationships and goodwill with its current and prospective customers and suppliers.  If and when appropriate, and pursuant to company policy and procedure, the Company agrees to reimburse me for reasonable and necessary business expenses incurred in building and maintaining business relationships and goodwill with the Company’s current and prospective customers and suppliers.

3.ASSIGNMENT OF INVENTIONS.

3.1Proprietary Rights.  The term “Proprietary Rights” means all trade secret, patent, copyright, moral rights and other intellectual property rights throughout the world.

3.2Previous Inventions.  Inventions, if any, patented or unpatented, materially unrelated to the Business of the Company, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, within two (2) business days following my signing of this Agreement, I will provide to the Company a complete written list of all Inventions relevant to the subject matter of the Business that I have, 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 my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as “Previous Inventions”).  If I do not timely provide the Company with my written list of Previous Inventions, I represent that there are no Previous Inventions.  If, in the course of my employment with the Company, I 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 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, I agree that I will not incorporate, or permit to be incorporated, Previous Inventions in any Company Inventions without the Company’s prior written consent.

3.3Assignment of Inventions.  Subject to Sections 3.4 and 3.6, I hereby assign and agree 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 me, either alone or jointly with others, during the period of my employment with the Company.  Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 3, are hereinafter referred to as “Company Inventions.”  I hereby forever waive and agree not to assert any and all Proprietary Rights I may have in or with respect to a Company Invention.

3.4Nonassignable Inventions.  I recognize that, in the event of a specifically applicable state law, regulation, rule, or public policy (“Specific Inventions Law”), this 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 me directly or indirectly for the Company.  In the absence of a Specific Inventions Law, the preceding sentence will not apply.

3.5Obligation to Keep Company Informed.  During the period of my employment and for one (1) year after termination of my employment with the Company, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others, provided such disclosure is not in violation of

any agreement to which I am then subject.  In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf or in which I am named as an inventor or co-inventor within one (1) year after termination of employment.  At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under the provisions of a Specific Inventions Law; and I 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 this Agreement relating to Inventions that qualify fully for protection under a Specific Inventions Law.  I will preserve the confidentiality of any Invention that does not fully qualify for protection under a Specific Inventions Law.

3.6Government or Third Party.  I also agree 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.

3.7Works for Hire.  I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

3.8Enforcement of Proprietary Rights.  I 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 I 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, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  My 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 my employment, but the Company will compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance and shall reimburse any out of pocket expenses incurred for such assistance.

3.9Further Assurances.  In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my 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 me.  I hereby waive, assign and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3.10Presumption 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 I perform for the Company, I hereby acknowledge and agree that ownership of all Inventions conceived, developed, suggested or reduced to practice by me, alone

or jointly with others during my employment shall be presumed to belong to the Company and I shall have the burden of proof to prove otherwise.

4.RECORDS.  Unless otherwise directed or requested by the Company, I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information developed by me and all Company Inventions made by me during the period of my employment at the Company, which records will be available to and remain the sole property of the Company at all times.

5.NO CONFLICTS.  I acknowledge that during my employment I will have access to and knowledge of Proprietary Information.  To protect the Company’s Proprietary Information, I agree that during the period of my employment by the Company I will not, without the Company’s express written consent, engage in any other employment or business activity which is competitive with the Company, or would otherwise conflict with my obligations to the Company, except as otherwise provided in the letter agreement between me and the Company setting forth the terms and conditions of my employment, dated November 11, 2014 (the “Employment Agreement” and subject thereto  nothing herein shall prevent my service on corporate, civic, charitable or industry boards or committees.

6.NON-COMPETE AND NON-SOLICITATION OBLIGATIONS.

6.1Definitions.

(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 mean the same time period of time as the Severance Obligation Period (as that term is defined in the Executive Change in Control and Severance Plan, as amended), provided that Severance Obligations (as defined therein) that are required to be paid under the terms of the Executive Change in Control and Severance Plan are paid in accordance with the terms of such plan.

6.2Covenant Not to Compete During Term of Employment.  I acknowledge that, during my employment with the Company, I 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, I agree that:

(a)I 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 my 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 (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 to which I provide services is engaged during my 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 me (whether in my own name or for my 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 in the USA, shall be made solely through the Company or any of the Company’s Affiliates; and I 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 in the USA 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 (A) Other Activities (as defined in the Employment Agreement), (B) any opportunity that is first offered to, and subsequently declined by, the Company (acting through the Company’s board of directors or its designee) or (C) or any investment that I make, or participate in making, in the Company.

6.3 Covenant Not to Compete After the Date of Termination.  I hereby acknowledge and agree that the purpose of this Section 6.3 is to protect the Company from unfair loss of goodwill and business advantage, to shield me 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 I have 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, I agree not to engage or participate in any manner, whether directly or indirectly for my 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 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 me from (w) Other Activities, (x) making future expenditures made by me, my family members or any Employee Affiliates in the Other Activities 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).

6.4Covenant Not to Solicit.  I shall not, during my employment with the Company or the Post-Termination Non-Compete Term (a) directly or indirectly, on behalf of myself 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, induce, or otherwise engage as an employee, independent contractor or otherwise, either for myself 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.

6.5Non-Disparagement.  I shall not, during my employment with the Company or the Post-Termination Non-Compete Term, make to any other person or party any statement (whether oral, written, electronic, anonymous, on the internet, or otherwise), which directly or indirectly impugns the quality or integrity of the Company or its Affiliates’ business or employment practices, operations, or services, or any other disparaging or derogatory remarks about the Company or its Affiliates.  Nothing herein shall affect my right to make any accurate and truthful statement in an action by or against the Company, to an overseeing regulatory agency, or as otherwise compelled by law.  The Company shall not, during my employment with the Company or the Post-Termination Non-Compete Term, make to any other person or party any statement (whether oral, written, electronic, anonymous, on the internet, or otherwise), which directly or indirectly impugns me, the quality of my leadership or integrity, business or employment practices, operations, or services, or any other disparaging or derogatory remarks about me or my performance or leadership.  Nothing herein shall affect the Company’s right to make any accurate and truthful statement in an action by or against the Company, to an overseeing regulatory agency, or as otherwise compelled by law.

7NO CONFLICTING OBLIGATION.  I represent that my performance of all the terms of this Agreement 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 me in confidence or in trust prior to my employment by the Company.  I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement.

8RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the Company or upon request by the Company during the course of my employment, I will deliver to the Company any and all property, equipment, drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of Company.  I agree that I will not copy, delete or alter any information contained on my Company computer before I return it to Company.  I further agree that any property situated on Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.  I

understand and agree that compliance with this paragraph may require that data be removed from my personal computer equipment or other electronic storage devices or media.  Consequently, upon reasonable prior notice, I agree to permit the qualified personnel of Company and/or its contractors access to such computer equipment or other electronic storage devices or media for that purpose.  For the avoidance of doubt, this Agreement to permit access does not apply to information concerning Other Activities unless such information is commingled with information regarding Company Inventions, Third Party Information or Proprietary Information of the Company.  Prior to leaving, I will cooperate with the Company in completing and signing the Company’s termination statement provided such statement is consistent with the obligations under any governing agreement.

9LEGAL AND EQUITABLE REMEDIES. The Company and I have the right to enforce this Agreement 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 either may have for a breach of this Agreement.  This paragraph shall not be construed as an election of any remedy, or as a waiver of any right available under this Agreement or the law, including the right to seek damages for a breach of any provision of this Agreement, 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 this Agreement, including, but not limited to claims for damages.  If employee violates any 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.

10NOTICES.  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.

To the Executive:

Richard J. Carty

c/o Cadwalader, Wickersham & Taft, LLP

One World Financial Center

New York, NY 10281

Attn: Steven Eckhaus, Esq.

Steven.eckhaus@cwt.com

11NOTIFICATION OF NEW EMPLOYER.  In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and the Company consents to my providing the new employer with a copy of this Agreement.

12GENERAL PROVISIONS.

12.1Governing Law; Consent to Personal Jurisdiction.  This Agreement 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.  I 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 this Agreement.

12.2Severability.  In case any one or more of the provisions contained in this Agreement 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 this Agreement, and this Agreement 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 this Agreement 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.

12.3Successors and Assigns.  This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will binding on the Company, its successors and assigns. This Agreement may not be assigned by the Company without my express written consent.

12.4Survival.  The provisions of this Agreement will survive the termination of my employment.

12.5Employment.  I acknowledge and agree that my relationship with the Company is “AT-WILL”, and that both the Company and I may terminate my employment relationship at any time, with or without cause or advance notice.  I further agree and understand that nothing in this Agreement 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.

12.6Waiver.  No waiver by the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach.  No waiver by either party of any right under this Agreement will be construed as a waiver of any other right.  The parties will not be required to give notice to enforce strict adherence to all terms of this Agreement.

12.7Entire Agreement.  The obligations pursuant to Sections 1 and 2 of this Agreement will apply to any time during which I 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.

12.8Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT MAY NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

[Signatures on Following Page]

This Agreement is effective as of November 11, 2014.

BONANZA CREEK ENERGY, INC.
By:	/s/ James A. Watt
Name: James A. Watt
Title: Chairman of the Board

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

Richard J. Carty

/s/ Richard J. Carty

Signature

EX-10.2

Exhibit 10.2

PERFORMANCE SHARE AGREEMENT

THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company maintains the Bonanza Creek Energy, Inc. 2011 Long Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and Grantee has been selected by the board of directors of the Company (the “Board”) or the compensation committee of the Board (the “Committee”) to receive performance shares (the “Award”) under the Plan and as set forth in this Agreement;

NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows:

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

is not so defined, shall mean when (i) Grantee receives disability benefits under either social security or the Company’s long-term disability plan, if any, or (ii) the Company, upon the written report of a qualified physician designated by the Company’s insurers, shall have determined (after a complete physical examination of Grantee at any time after Grantee has been absent from the Company for 90 or more consecutive calendar days) that Grantee has become physically and/or mentally incapable of performing Grantee’s essential job functions with or without reasonable accommodation as required by law due to injury, illness, or other incapacity (physical or mental).

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 Shares” 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 Shares” (the “Target “) granted under this Agreement is the number specified in the Grant Notice, with the actual number of Performance Shares 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.

Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.  Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

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

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0% and 200% of such Target amount based on the terms and conditions of this Agreement.

3.Performance Goals.  Except as set forth in Section 4 below, the Performance Shares 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 Shares 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 Shares 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 Shares potentially issuable hereunder in respect of the Performance Cycle set forth in Exhibit B that were outstanding on the Date of Termination.

5.Payment.  Payment in respect of earned Performance Shares 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 Shares by issuing the Grantee a number of shares of Stock equal to the number of Performance Shares earned.

6.Withholding.  The issuance of Stock and the payment of any cash under this Agreement are subject to withholding of all applicable taxes.  At the election of Grantee, and subject to such rules and limitations as may be established by the Board from time to time, such withholding obligations may be satisfied through the surrender of shares of Stock (a) which Grantee already owns, or (b) to which Grantee is otherwise entitled under the Plan; provided, however, that shares described in this clause (b) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

7.No Stockholder Rights. Grantee shall have no voting, dividend, or other stockholder rights in respect of the Performance Shares 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 Share actually earned under this Agreement, to receive a cash payment based on the regular cash dividends that would have been paid on an equivalent

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number of shares of Stock during the period between the Grant Date of the Performance Shares and the date the Performance Shares 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 Shares 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 under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of 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.

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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.

- - - - -

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EX-10.3

Exhibit 10.3

BONANZA CREEK ENERGY, INC.

AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL
AND SEVERANCE PLAN

1.Purpose and Effective Date.  Bonanza Creek Energy, Inc. (the “Company”) has adopted this Amended and Restated Executive Change in Control and Severance Benefit 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 November 6, 2014 (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” shall mean 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 any of the following:

(i)an Eligible Individual has failed or refused to substantially perform such Eligible Individual’s duties, responsibilities or authorities (other than any such refusal or failure resulting from such Eligible Individual’s becoming Disabled);

(ii)any commission by or indictment of by an Eligible Individual of a felony or crime of moral turpitude;

(iii)an Eligible Individual has engaged in material misconduct in the course and scope of such Eligible Individual’s employment 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)an Eligible Individual has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or

(v)an Eligible Individual 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.

(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

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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

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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)“Employee Restrictive Covenants, Proprietary Information and Inventions Agreement” means that certain Employee Restrictive Covenants, Proprietary Information and Inventions Agreement executed by an Eligible Individual.

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

(n)“Good Reason” shall exist in the event any of the following actions are taken without an Eligible Individual’s consent:

(i)such Eligible Individual’s authority with Company or its Affiliates is, or such Eligible Individual’s duties or responsibilities based on such Eligible Individual’s job title or job description are, materially diminished relative to such Eligible Individual’s authority, duties and responsibilities as in effect immediately prior to such change, provided, however, that in no event shall removal of such Eligible Individual 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 reduction in such Eligible Individual’s annual base salary as in effect immediately prior to reduction in an amount of 10% or more;

(iii)a relocation of such Eligible Individual’s primary work location more than 50 miles away from the then-current primary work location; or

(iv)any material breach by the Company of any provision of this Plan or other material agreement between the Company and the Eligible Individual.

(o)“LTIP” means the Company’s 2011 Long Term Incentive Plan.

(p)“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.

(q)“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

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forth in such Eligible Individual’s Employee Restrictive Covenants, Proprietary Information and Invention Agreement.

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

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

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

(u)“Severance Obligations” means (i) in the Case of a Tier 1 Executive, those Severance Obligations identified in Section 5(b)(i)(A)-(C) of this Plan; (ii) in the case of a Tier 2 Executive, those Severance Obligations identified in Section 5(b)(ii)(A)-(C) of this Plan; (iii) in the case of a Tier 3 Executive, those Severance Obligations identified in Section 5(b)(iii)(A)-(C) of this Plan and (iv) in the case of a Tier 4 Executive, those Severance Obligations identified in Section 5(b)(iv)(A)-(C) of this Plan.

(v)“Severance Obligation Period” means (i) in the case of a Tier 1 Executive, the period beginning on the Date of Termination ending 3 years thereafter; (ii) in the case of a Tier 2 Executive, the period beginning on the Date of Termination and ending 2.5 years thereafter; (iii) in the case of a Tier 3 Executive, the period beginning on the Date of Termination and ending 2 years thereafter; and (iv) in the case of a Tier 4 Executive, the period beginning on the Date of Termination and ending 1 year thereafter.

(w)“STIP” means the Company’s Short Term Incentive Program.

(x)“Tier 1 Executive” means an Eligible Individual identified as a “Tier 1 Executive” in accordance with Exhibit A attached hereto.

(y)“Tier 2 Executive” means an Eligible Individual identified as a “Tier 2 Executive” in accordance with Exhibit A attached hereto.

(z)“Tier 3 Executive” means an Eligible Individual identified as a “Tier 3 Executive” in accordance with Exhibit A attached hereto.

(aa)“Tier 4 Executive” means an Eligible Individual identified as a “Tier 4 Executive” in accordance with Exhibit A attached hereto.

(bb)“Tier” 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 Tier which constitutes Good Reason).

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,

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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.

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(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.  Notwithstanding the foregoing, in the event that an Eligible Individual’s Date of Termination occurs by reason of the Eligible Individual’s refusal to accept an offer of employment (including continued employment with the Company or any of its Affiliates) in connection with a Change in Control or other corporate transaction and if such offer of employment would not constitute a basis for a Good Reason termination, then the Eligible Individual shall not be entitled to Severance Obligations under the Plan.

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

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 3 years of such Tier 1 Executive’s then current Base Salary as of the Date of Termination, subject to applicable taxes and withholdings;

(2)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 300% of the greater of (A) the annual average of any bonuses received by such Tier 1 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination and (B) such Tier 1 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)immediately prior to the Date of Termination, immediate vesting of all equity incentives then held by such Tier 1 Executive pursuant to the LTIP, Management Incentive Plan or otherwise, 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 Date of Termination; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Tier 1 Executive, during the portion, if any, of the 18- month period, commencing as of the date such Tier 1 Executive is eligible to elect and timely elects to continue coverage for such Tier I Executive and such Tier 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 Tier 1 Executive for the difference between the amount such Tier 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

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day period immediately following the Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter.

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

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 2.5 years of such Tier 2 Executive’s then current Base Salary as of the Date of Termination, subject to applicable taxes and withholdings;

(2)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 250% of the greater of (A) the annual average of any bonuses received by such Tier 2 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination and (B) such Tier 2 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)immediately prior to the Date of Termination, immediate vesting of all equity incentives then held by such Tier 2 Executive pursuant to the LTIP, Management Incentive Plan or otherwise, 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 Date of Termination; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Tier 2 Executive, during the portion, if any, of the 18- month period, commencing as of the date such Tier 2 Executive is eligible to elect and timely elects to continue coverage for such Tier 2 Executive and such Tier 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 Tier 2 Executive on a monthly basis for the difference between the amount such Tier 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 Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter.

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

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(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 2 years of such Tier 3 Executive’s then current Base Salary as of the Date of Termination;

(2)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 200% of the greater of (A) the annual average of any bonuses received by such Tier 3 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination and (B) such Tier 3 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)immediately prior to the Date of Termination, immediate vesting of all equity incentives then held by such Tier 3 Executive pursuant to the LTIP, Management Incentive Plan or otherwise, 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 Date of Termination; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Tier 3 Executive, during the portion, if any, of the 18- month period, commencing as of the date such Tier 3 Executive is eligible to elect and timely elects to continue coverage for such Tier 3 Executive and such Tier 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 Tier 3 Executive on a monthly basis for the difference between the amount such Tier 3 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 Date of Termination being payable on the first business day 60 days following the Date of Termination and any other such reimbursement payable being paid on a monthly basis thereafter.

(iv)Tier 4 Executives.  The Severance Obligations to a Tier 4 Executive shall be as follows:

(1)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 1 year of such Tier 4 Executive’s then current Base Salary as of the Date of Termination;

(2)on the first business day 60 days after the Date of Termination, payment of a lump sum cash payment equal to 100% of the greater of (A) the annual average of any bonuses received by such Tier 1 Executive from the Company pursuant to the STIP in the 2 calendar years immediately before the Date of Termination

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and (B) such Tier 1 Executive’s current “target” bonus amount, subject to applicable taxes and withholdings;

(3)immediately prior to the Date of Termination, immediate vesting of all equity incentives then held by such Tier 4 Executive pursuant to the LTIP, Management Incentive Plan or otherwise, 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 Date of Termination; and

(4)if and to the extent permitted under applicable law and without additional cost or penalty to the Company or the Tier 4 Executive, during the portion, if any, of the 12- month period, commencing as of the date such Tier 4 Executive is eligible to elect and timely elects to continue coverage for the Tier 4 Executive and such Tier 4 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 Tier 4 Executive on a monthly basis for the difference between the amount such Tier 4 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 Date of Termination being payable on the first business day 60 days following the Date of Termination 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 General Release in a form and substance approved by the Administrator (the “Release”) substantially similar to the Release attached hereto as Exhibit B, 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 Date of Termination.  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 Date of Termination, 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, Management Incentive Plan or in any grant agreement thereunder, if an

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Eligible Individual is employed by the Company or one of its Affiliates on the CIC Effective Date 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

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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.

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(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

13

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 Tiers, 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

14

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

15

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.

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(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.

[Signature Page Follows]

17

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

BONANZA CREEK ENERGY, INC.
By:	/s/ Richard J. Carty
Name: Richard J. Carty
Title: Chairman of the Board

[SIGNATURE PAGE TO AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN]

EXHIBIT A
EXECUTIVE TIERS

Tier	Position
Tier 1	President and Chief Executive Officer
Tier 2	Executive Vice President
Tier 3	Senior Vice President
Tier 4	Vice President

A-1

EXHIBIT B
FORM OF GENERAL RELEASE

1.The undersigned (“Employee”), on Employee’s own behalf and on behalf of Employee’s heirs, agents, representatives, attorneys, assigns, executors and/or anyone acting on Employee’s behalf, and in consideration of the promises, assurances, and covenants set forth in the Executive Change In Control And Severance Plan, under which Employee is an Eligible Individual, but to which Employee is not automatically entitled, including, but not limited to, the payment of any severance thereunder, hereby fully releases and Bonanza Creek Energy, Inc. and its successors or affiliates (the “Company”), its parents, subsidiaries, officers, shareholders, partners, members, individual employees, agents, representatives, directors, employees, attorneys, successors, and anyone acting on its behalf, known or unknown, from all claims and causes of action by reason of any injuries and/or damages or losses, known or unknown, foreseen or unforeseen, patent or latent which Employee has sustained or which may be sustained as a result of any facts and circumstances arising out of or in any way related to Employee’s employment by the Company or the termination of that employment, and to any other disputes, claims, disagreements, or controversies between Employee and the Company up to and including the date this release is signed by Employee.  Employee’s release includes, but is not limited to, any contract benefits, claims for quantum meruit, claims for wages, bonuses, employment benefits, moving expenses, stock options, profits units, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of unlawful discharge, torts and related damages (including, but not limited to, emotional distress, loss of consortium, and defamation) any legal restriction on the Company’s right to terminate Employee’s employment and/or services, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended), the federal Age Discrimination in Employment Act of 1967 (29 U.S.C. § 21, et seq.) (as amended) (“ADEA”), the federal Americans with Disabilities Act of 1990, any state laws concerning discrimination or harassment including the Fair Employment and Housing Act, or any other legal limitation on contractual or employment relationships, and any and all claims for any loss, cost, damage, or expense with respect to Employee’s liability for taxes, penalties, interest or additions to tax on or with respect to any amount received from the Company or otherwise includible in Employee’s gross income, including, but not limited to, any liability for taxes, penalties, interest or additions to tax arising from the failure of this Agreement, or any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with the Internal Revenue Code of 1986, as amended, including, but not limited to, Section 409A thereof, or any provision of state or local income tax law; provided, however, that notwithstanding the foregoing, the release set forth in this Section shall not extend to: (a) any rights to payments, including severance, arising under Employee’s Employment Agreement; (b) any vested rights under any pension, retirement, profit sharing or similar plan; or (c) Employee’s rights, if any, to indemnification or defense under the Company’s certificate of incorporation, bylaws and/or policy or procedure, any indemnification agreement with Employee or under any insurance contract, in connection with Employee’s acts or omissions within the course and scope of Employee’s employment with the Company (this “Release”).

B-1

2.[Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA.  Employee also acknowledges that the consideration given for the waiver and release hereunder is in addition to anything of value to which Employee is already entitled.  Employee further acknowledges that Employee has been advised by this writing, as required by the ADEA, that:  (a) Employee’s waiver and release hereunder do not apply to any rights or claims that may arise after the execution date of this release; (b) Employee has been advised hereby that Employee has the right to consult with an attorney prior to executing this release; (c) Employee has twenty-one (21) days to consider this release (although Employee may choose to voluntarily execute this release earlier); (d) Employee has seven (7) days following the execution of this Release to revoke this Release; and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth (8th) day after this Release is executed by Employee (the “Effective Date”).]

3.Excluded from this Release are any claims which by law cannot be waived in a private agreement between an employer and employee.  Moreover, this Release does not prohibit Employee from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or equivalent state agency in Employee’s state or participating in an EEOC or state agency investigation; provided, however, Employee hereby agrees to waive Employee’s right to monetary or other recovery should any claim be pursued with the EEOC, state agency, or any other federal, state or local administrative agency arising out of or related to Employee’s employment with and/or separation from the Company.

4.Employee acknowledges that Employee executed an Employee Restrictive Covenants, Proprietary Information and Inventions Agreement under which Employee assumed certain obligations relating to the Company’s confidential and proprietary business information and trade secrets and containing certain covenants relating to competition, solicitation and assignment of invention (“Employee Restrictive Covenants, Proprietary Information and Invention Agreement”).  Employee agrees that, notwithstanding any other provision of this Release, the Employee Restrictive Covenants, Proprietary Information and Inventions Agreement shall by its terms survive the execution of this Release and that the parties’ rights and duties thereunder shall not in any way be affected by this Release.  Employee also warrants and represents that Employee has returned any and all documents and other property of the Company constituting a trade secret or other confidential research, development or commercial information in Employee’s possession, custody or control, and represents and warrants that Employee has not retained any copies or originals of any such property of the Company. Employee further warrants and represents that Employee has never violated the Employee Restrictive Covenants, Proprietary Information and Invention Agreement, and will not do so in the future.

5.Employee acknowledges that because of Employee’s position with the Company, Employee may possess information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises from matters with which Employee was involved during Employee’s employment with the Company, or that concern matters of which Employee has information or knowledge (collectively, a “Proceeding”).  Employee agrees that Employee shall testify truthfully in connection with any such Proceeding, shall cooperate with the Company in connection with every such Proceeding, and that Employee’s duty of cooperation shall include an obligation to meet with the Company

B-2

representatives and/or counsel concerning all such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition and/or testimony upon the Company’s request and without a subpoena.  The Company shall reimburse Employee for reasonable out-of-pocket expenses that Employee incurs in honoring Employee’s obligation of cooperation under this Section.

6.Employee and the Company understand and agree that it is in their mutual best interest to minimize the effect of Employee’s separation upon the Company’s business and upon Employee’s professional reputation. Accordingly, Employee agrees to take all actions reasonably requested of Employee by the Company in order to accomplish that objective. To this end, Employee shall consult with the Company concerning business matters on an as-needed and as-requested basis, the Company shall exercise reasonable efforts to avoid conflicts between such consulting and Employee’s personal and other business commitments, and Employee shall exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner.

7.Employee covenants never to disparage or speak ill of the Company or any the Company product or service, or of any past or present employee, officer or director of the Company, nor shall Employee at any time harass or behave unprofessionally toward any past, present or future the Company employee, officer or director.

8.Release of Unknown Claims.  It is the intention of Employee 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 Company of which Employee is totally unaware and unsuspecting which Employee is giving up by execution of this release.  It is the intention of Employee in executing this Release that it will deprive Employee of each such claim, demand or cause of action and prevent Employee from asserting it against the released parties.

[EMPLOYEE NAME]

BY:

B-3

EX-10.4

Exhibit 10.4

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is entered into as of the Grant Date (as defined below), by and between Grantee (as defined below) and Bonanza Creek Energy, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Company maintains the Bonanza Creek Energy, Inc. 2011 Long Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and Grantee has been selected by the board of directors of the Company (the “Board”) or the compensation committee of the Board (the “Committee”) to receive a Restricted Stock Award (the “Award”) under the Plan as set forth in this Agreement;

NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows:

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

(a)“Covered Shares” means shares of the Company’s Common Stock granted under this Agreement and are subject to the terms of this Agreement and the Plan.  The number of “Covered Shares” granted to you under this Agreement is the number of shares of the Company’s Common Stock specified in correspondence that you received from the Company on or about November 10, 2014.

(b)“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.

(c)“Grantee” means you, a former employee of the Company specified in the correspondence that you received from the Company on or about November 10, 2014.

(d)“Grant Date” means November 10, 2014.

(e)“Installment” means a portion of Covered Shares.

Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan.  Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

2.  Award.  Grantee is hereby granted the number of Covered Shares set forth in paragraph 1.

3.  Delivery of Covered Shares.  Covered Shares shall be registered in book entry form with the Company’s transfer agent.  During the applicable Restricted Period, Covered Shares may carry the following legend or any other legend the Board or the Committee (if so authorized) deems applicable:

“THESE SECURITIES ARE SUBJECT TO THE VESTING RESTRICTIONS AND OTHER PROVISIONS OF THE BONANZA CREEK ENERGY, INC. 2011 LONG TERM INCENTIVE PLAN AND THE RESTRICTED STOCK AGREEMENT BETWEEN BONANZA CREEK ENERGY, INC. AND THE HOLDER OF THESE SECURITIES.”

4.  Restricted Period.  The “Restricted Period” for each Installment of Covered Shares shall begin on the Grant Date and end on the date scheduled below applicable to such Installment:

INSTALLMENT	RESTRICTED PERIOD WILL END ON:
One third of the Covered Shares	November 15, 2015
One third of the Covered Shares	November 15, 2016
One third of the Covered Shares	November 15, 2017

Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the expiration of the Restricted Period applicable to such Installment of Covered Shares.

5.  Transfer and Forfeiture of Shares.  At the end of the Restricted Period that is applicable for any Installment of the Covered Shares, Grantee shall become vested in those Covered Shares, and such Installment shall be transferred to Grantee free of all restrictions otherwise imposed by this Agreement.

Notwithstanding the foregoing, in the event of a Change in Control, any Installment of Covered Shares for which the Restricted Period has not expired as of such Change in Control shall become vested as of the date of such Change in Control and such Installment shall be transferred to Grantee free of all restrictions otherwise imposed by this Agreement.

6.  Withholding.  The grant and vesting of shares of Stock under this Agreement are subject to withholding of all applicable taxes.  At the election of Grantee, and subject to such rules and limitations as may be established by the Board from time to time, such withholding obligations may be satisfied through the surrender of shares of Stock (a) which Grantee already owns, or (b) to which Grantee is otherwise entitled under the Plan; provided, however, that shares described in this clause (b) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income).

7.  Dividends.  Grantee shall not be prevented from receiving dividends and distributions paid on the Covered Shares merely because those shares are subject to the restrictions imposed by this Agreement and the Plan; provided, however that no dividends or distributions shall be payable to or for the benefit of Grantee with respect to record dates for such dividends or distributions for any Covered Shares occurring on or after the date, if any, on which Grantee has forfeited those shares.

8.  Voting.  Grantee shall not be prevented from voting the Covered Shares merely because those shares are subject to the restrictions imposed by this Agreement and the Plan; provided, however, that Grantee shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring on or after the date, if any, on which Grantee has forfeited those shares.

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 under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

10.  Administration.  The authority to manage and control the operation and administration of this Agreement shall be vested in the Board, and the Board 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 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 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.  Section 83(b) Election.  With the prior consent of the President, Chief Executive Officer, Chief Financial Officer or General Counsel of the Company, Grantee may, within 30 days of the Grant Date, file an election under section 83(b) of the Code with the Internal Revenue Service with respect to the Covered Shares (a “Section 83(b) Election”).  Within five business days of filing a Section 83(b) Election, Grantee shall provide a copy of such completed election form to the Company at the following address: 410 17th Street, Suite 1400, Denver, CO 80202, Attention: General Counsel.  Grantee acknowledges that any Section 83(b) Election is Grantee’s sole responsibility, and additionally acknowledges that the Company has hereby advised Grantee to consult with a financial or tax advisor of Grantee’s own choosing with regard to the federal and state tax considerations resulting from the Award and/or the effect of filing a Section 83(b) Election.  The Company is unable to give Grantee any advice or counseling with respect to federal and state tax matters.

17.  Electronic Acceptance.  By logging into and accepting this Agreement through Grantee’s Solium Capital account, Grantee understands, represents, acknowledges and agrees to be bound by this Agreement as if Grantee had manually signed this Agreement.

EX-99.1

Exhibit 99.1

Bonanza Creek Energy, Inc. Appoints Richard J. Carty to President and Chief Executive Officer, James A. Watt to Chairman and Jeff E. Wojahn to the Board of Directors

DENVER, November 11, 2014 - The Board of Directors of Bonanza Creek Energy, Inc. (NYSE: BCEI) today announced that it has concluded its extensive nationwide search and named Richard J. Carty as President and Chief Executive Officer of the Company, effective immediately. Mr. Carty (45) succeeds Marvin M. Chronister, our Interim President & Chief Executive Officer, who will return to the Board as an independent director. The Board also appointed James A. Watt (64) to the non-executive Chairman position and Jeff E. Wojahn (52) as a Class III Director.

Mr. Carty has been Chairman of the Board of Directors of Bonanza Creek since its formation in 2010. In addition to significant financial and operational competencies in the energy industry, Mr. Carty has critical knowledge of the Company’s development history, assets and employees. His dedication and commitment to the Company has been essential to its ongoing success. Mr. Carty was President of West Face Capital (USA) Corp, an affiliate of West Face Capital, from 2009 until 2013. Prior to that period, Mr. Carty was Managing Director of Morgan Stanley Principal Strategies. Prior to Mr. Carty’s 14 years at Morgan Stanley, he was a Partner at Gordon Capital Corp, a Toronto-based investment and merchant bank, where he worked for 5 years.

Mr. Watt brings over 40 years of industry experience to the Company’s Board to which he was appointed in 2012. He has served as a director, President and Chief Executive Officer of Dune Energy, Inc. since 2007. Mr. Watt served as the Chief Executive Officer of Remington Oil and Gas Corporation from February 1998 and the Chairman of Remington from May 2003, until Helix Energy Solutions Group, Inc. acquired Remington in July 2006. From August 2006 through March 2007, he served as the Chairman and Chief Executive Officer of Maverick Oil & Gas, Inc. Mr. Watt currently serves on the board of directors of Helix.

Mr. Wojahn brings over 25 years of oil and gas industry experience to our Board. From 2003 to 2013, Mr. Wojahn served as Executive Vice President of EnCana Corporation and was President of Encana Oil & Gas (USA) Inc. from 2006 to 2013. Beginning in 1985, Mr. Wojahn held senior management and operational positions in Canada and the United States and has extensive experience in unconventional resource play development. He currently serves as a Strategic Advisory Board member for Morgan Stanley Energy Partners.

“We are pleased to appoint Rich to the position of President and Chief Executive Officer and to have him lead our management team as the Company looks to a new chapter in its growth and development,” said Mr. Watt. “The Board believes that Bonanza Creek has outstanding assets, a dedicated and effective employee base and is well-positioned financially. Rich’s record of leadership demonstrates that he is the right person to expand upon our successes and take the Company to the next level. Under Rich’s stewardship, we believe the Company will sustain predictable growth for shareholders, and with the benefit of a strong financial position, the Company will succeed through the current market cycle and enter into a new period of enhanced shareholder value creation. The Board also wants to thank Marvin for his service and looks forward to again working with him as an independent director. Marvin, Rich, the Board of Directors and the executive team of the Company have worked closely for quite some time and we expect the transition to be seamless.”

“I am very excited to join the exceptional management team at Bonanza Creek with whom I have worked with very closely over the past four years,” said Mr. Carty. “There are many opportunities for us to capitalize upon, and I am honored to do so with this talented group of individuals. I look forward to a continuing positive engagement with our Board in the years ahead, and I have confidence that Jim’s leadership as Chairman will guide the Company through this next phase. In addition, collaborating with

our new Director, Jeff Wojahn, whose experience in upstream E&P, and particularly his experience leading the development of unconventional oil and gas assets for Encana, will prove invaluable and rewarding to the enterprise.”

The Company will host a conference call at 9:00 a.m. MST on Tuesday, November 11, 2014 to discuss these recent announcements.  To access the live interactive call, please dial (877) 280-4961 or (857) 244-7318 and use the passcode 65768968.  To access the replay of the conference call, which will be available until November 18, 2014 at 11:59 p.m. MST, please dial (888) 286-8010 or (617) 801-6888 and use the passcode 68270382.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Company based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimate,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “predict,” “project,” “profile,” “model” or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements include statements regarding the Company’s growth, financial position, value creation and ability to succeed in the current market environment. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, that may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including the following: changes in natural gas, oil and NGL prices; general economic conditions, including the performance of financial markets and interest rates; drilling results; shortages of oilfield equipment, services and personnel; operating risks such as unexpected drilling conditions; ability to acquire adequate supplies of water; risks related to derivative instruments; and access to adequate gathering systems and pipeline take-away capacity. Further information on such assumptions, risks and uncertainties is available in the Company’s SEC filings. We refer you to the discussion of risk factors in our Annual Report on Form 10-K for the year ended December 31, 2013 and other filings submitted by us to the Securities Exchange Commission. The Company’s SEC filings are available on the Company’s website at www.bonanzacrk.com and on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, including guidance, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

For further information, please contact:

Mr.Ryan Zorn

Senior Vice President, Finance & Treasurer

720-440-6172

Mr.James Masters

Investor Relations Manager

720-440-6121