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

Date of report (date of earliest event reported): December 18, 2014

Midstates Petroleum Company, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 001-35512
(Commission file number) 45-3691816
(I.R.S. employer
identification number)

4400 Post Oak Parkway, Suite 1900

Houston, Texas 77027

(Address of principal executive offices, including zip
code)

(713) 595-9400

(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 obligation 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 Mark E. Eck as Executive Vice President and Chief Operating Officer

On December 23, 2014, Midstates Petroleum Company, Inc. (“the Company”) appointed Mark E. Eck as Executive Vice President and Chief Operating Officer of the Company, effective December 29, 2014.

Pursuant to his offer letter, Mr. Eck’s annual base salary as Executive Vice President and Chief Operating Officer will be $400,000 and his 2015 annual cash bonus opportunity will be 200% of his base salary.  Mr. Eck also will be eligible for awards under the Company’s 2012 Long-Term Incentive Plan (the “LTIP”).  Mr. Eck will receive a sign-on bonus of $400,000 in cash, fifty percent of which will be paid upon the commencement of his employment and the remaining fifty percent of which will be paid on the six-month anniversary of the date of his employment; provided, that the sign-on bonus, or any portion thereof will be required to be repaid if he leaves the Company during the one-year period following the date of his employment.  In addition, Mr. Eck will receive an award of time-vested restricted stock, which will vest in three equal installments on the first three anniversaries of the commencement of his employment with the Company, subject to his continued employment with the Company.  The number of shares of restricted stock granted will be determined by dividing $400,000 by the 10-trading day average closing price of the Company’s common shares prior to the commencement of his employment with the Company.

Mr. Eck, age 56, most recently served as Vice President, Business Development for Samson Resources from December 2012 to October 2013. Prior to that, he served as Vice President, Operations and Midstream for Samson from March 2012 to December 2012 and General Manager, Haynesville from March 2010 to February 2012. Prior to Samson, Mr. Eck served as the Business Development Manager for SM Energy Company from March 2008 to February 2010 and their Manager of Supply Chain Management from April 2007 to February 2008. Before SM Energy, Mr. Eck was the Business Development Manager and Project Engineer for Springfield Underground from 2000 to 2007 and served in various positions with ARCO Oil & Gas Company from 1981 to 2000. Mr. Eck received his Bachelor’s degree in Mechanical Engineering from Missouri-Rolla University in 1980. There are no understandings or arrangements between Mr. Eck and any other person pursuant to which Mr. Eck was selected to serve as an executive officer of the Company. There are no relationships between Mr. Eck and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934.

A copy of the press release naming Mr. Eck as the Company’s Executive Vice President and Chief Operating Officer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition, on December 23, 2014, the Company entered into an employment agreement with Mr. Eck (the “Eck Agreement”), effective December 29, 2014. The initial term of the Eck

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Agreement commences on December 29, 2014 and ends on December 29, 2016, subject to earlier termination upon notice or certain other conditions, and may will be extended for successive one-year terms if neither party to gives the other party notice of their intention to terminate the Eck Agreement 60 days’ prior to the end of the term.

The Eck Agreement provides Mr. Eck with certain severance benefits if his employment is terminated due to death or disability, by the Company without Cause (as defined in the Eck Agreement), or by Mr. Eck for Good Reason (as defined in the Eck Agreement), including in connection with a Change in Control (as defined in the Eck Agreement). Specifically, the Eck Agreement provides that, upon a termination of Mr. Eck’s employment by the Company without Cause or by Mr. Eck for Good Reason, Mr. Eck will receive, among other benefits, a cash severance payment at least equal to 18 months of his base salary plus one times the average of his prior three annual bonuses (or, if employed for less than three years, the average of his annual bonuses for the years employed or 80% of his base salary if he has not yet received a full year annual bonus). In addition, if Mr. Eck’s employment is terminated by the Company without Cause or if Mr. Eck terminates employment for Good Reason, in each case within one year following a Change in Control, then the Company shall provide Mr. Eck (1) a lump sum payment equal to two times the sum of (i) Mr. Eck’s annual base salary at the time of termination, plus (ii) the largest annual bonus paid to Mr. Eck during the prior three years and (2) accelerated vesting of all unvested awards under the LTIP.

The foregoing description of the Eck Agreement is not complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Retirement of Dexter Burleigh

On December 19, 2014, Dexter Burleigh, the Company’s Senior Vice President — Strategic Planning and Treasury, notified the Company of his intent to retire from his current position, effective January 1, 2015.

In connection with Mr. Burleigh’s retirement, Mr. Burleigh entered into an agreement (the “Separation Agreement”) with the Company pursuant to which Mr. Burleigh shall resign as an officer of the Company, effective January 1, 2015.  Upon his execution of a waiver and release, Mr. Burleigh will receive his target bonus for 2014 in the amount of $188,500 and a lump sum severance payment of $456,761, representing 12 months of his annual base salary plus his average annual bonus for the prior three years.

With respect to Mr. Burleigh’s outstanding awards under the LTIP, the Separation Agreement provides that all unvested shares of restricted common stock will vest as of the date of the Separation Agreement.

The Separation Agreement contains non-competition, non-solicitation and non-disparagement provisions, provisions regarding reimbursement for continued health insurance coverage and a waiver and release. The non-competition and non-solicitation restrictions continue for one year following Mr. Burleigh’s date of departure.

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The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Compensation Actions for Nelson Haight, Senior Vice President, Chief Financial Officer and Chief Accounting Officer

On December 18, 2014, the Compensation Committee of the Company’s Board of Directors approved the following compensation package for Nelson Haight, the Company’s Senior Vice President, Chief Financial Officer and Chief Accounting Officer, effective January 1, 2015: (a) an annual base salary of $375,000; (b) a target annual short-term incentive award equal to 80% of base salary; (c) a target long-term incentive grant equal to 200% of base salary; (d) a cash retention award in the amount of $750,000, payable in three equal installments on January 1, 2015, June 1, 2015 and December 1, 2015, subject to his continued employment with the Company through the date of payment; and (e) a grant of time-vested restricted stock under the LTIP with a grant date of January 1, 2015, which will vest on the one-year anniversary of the date of grant, subject to his continued employment with the Company.  The number of shares of restricted stock will be determined by dividing $750,000 by the 10-trading day average closing price of the Company’s shares prior to the grant date. The grant of time-vested restricted stock is in lieu of Mr. Haight’s regular 2015 LTIP grant that would have been granted in February 2015 and it, along with the cash retention award, is being made in connection with the relocation of Mr. Haight’s position to the Company’s new corporate headquarters in Tulsa, Oklahoma. Mr. Haight will also be reimbursed for certain actual living and travel expenses related to the relocation of his position to Tulsa.

The foregoing description of the cash retention award does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Cash Retention Award, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 9, 2014 and is incorporated herein by reference. The foregoing description of the grant of time-vested restricted stock does not purport to be complete and is qualified in its entirety by reference to the full text of the Midstates Petroleum Company, Inc. 2012 Long-Term Incentive Plan Form of Restricted Stock Agreement (Time Vesting), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2013 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits
EXHIBIT NUMBER		DESCRIPTION
10.1	—	Employment Agreement, dated effective December 29, 2014, between Midstates Petroleum Company, Inc. and Mark E. Eck.
10.2	—	Separation Agreement and General Release of Claims, dated

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		effective January 1, 2015, between Midstates Petroleum Company, Inc. and Dexter Burleigh.
99.1	—	Press Release, dated December 23, 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.

	Midstates Petroleum Company, Inc.
	(Registrant)
Date: December 24, 2014
	By:	/s/ Eric J. Christ
		Eric J. Christ
		Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

No.		Description
10.1	—	Employment Agreement, dated effective December 29, 2014, between Midstates Petroleum Company, Inc. and Mark E. Eck.
10.2	—	Separation Agreement and General Release of Claims, dated effective January 1, 2015, between Midstates Petroleum Company, Inc. and Dexter Burleigh.
99.1	—	Press Release, dated December 23, 2014.

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EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 29, 2014 (the “Effective Date”) by and between MIDSTATES PETROLEUM COMPANY, INC., (the “Company”), and MARK E. ECK (the “Executive”).

In consideration of the respective agreements and covenants set forth in this Agreement, the receipt of which is hereby acknowledged, the parties intending to be legally bound agree as follows:

AGREEMENTS

1.Term.  The Company agrees to employ Executive, and Executive agrees to be employed by the Company, upon the terms and conditions set forth in this Agreement for a period (the “Initial Term”) commencing on the Effective Date and ending on the second anniversary of such date, unless earlier terminated in accordance with Section 3. If neither party gives at least sixty (60) days written notice to the other party that it intends for this Agreement to terminate on such second anniversary, then this Agreement shall continue for successive one year terms (each a “Renewal Term”), unless earlier terminated in accordance with Section 3, until either party gives at least sixty (60) days written notice to the other party that the other party intends for this Agreement to terminate at the end of any such one year period. The Initial Term and any Renewal Terms shall, together, constitute the “Term”.

2.Terms of Employment.

(a)Position and Duties.

(1)During Term, the Executive shall serve as Chief Operating Officer and, in so doing, shall perform the duties and responsibilities consistent with the position set forth above in a company of the size and nature of the Company, and such other duties, responsibilities, and authority assigned to and assumed by the Executive from time to time by the Board of Directors of the Company (the “Board”) or such other officer of the company as shall be designated by the Board.

(2)During the Term, the Executive agrees to devote his full working time to the business and affairs of the Company and to use his best efforts to perform faithfully, effectively and efficiently his duties. The Executive covenants, warrants and represents that he shall: (i) devote his full and best efforts to the fulfillment of his employment obligations; (ii) exercise the highest degree of fiduciary loyalty and care and the highest standards of conduct in the performance of his duties; and (iii) endeavor to prevent any harm, in any way, to the business or reputation of the Company or its affiliates.

(b)Compensation.

(1)Base Salary.  During the Term, the Executive shall receive an annualized base salary (“Base Salary”), which shall be paid in accordance with the customary payroll practices of the Company, in an amount equal to $400,000. The Board (or a committee of the Board, designated by the Board to make such decisions), in its sole discretion, may at any

time adjust (but not decrease below the aforementioned amount) the amount of the Base Salary as it may deem appropriate, and the term “Base Salary,” as used in this Agreement, shall refer to the Base Salary as it may be so adjusted.

(2)Bonus, Incentive, Savings, Profit Sharing and Retirement Plans.  During the Term, and subject to the terms and conditions of applicable plans or programs, the Executive shall be eligible to participate in all bonus, incentive, savings, profit sharing and retirement plans, practices, policies and programs applicable generally to other similarly situated employees of the Company, as adopted or amended from time to time (“Incentive Plans”). The Company may in its sole discretion, from time to time, award the Executive bonus, incentive or other compensation under such Incentive Plans in such amounts and at such times as the Board determines.

(3)Welfare Benefit Plans.  During the Term, and subject to the terms and conditions of applicable plans or programs, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under the welfare benefit plans, practices, policies and programs applicable generally to other similarly situated employees of the Company (which may include programs such as salary continuance, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs), as adopted or amended from time to time (“Welfare Plans”).

(4)Perquisites.  During the Term, the Executive shall be entitled to receive (in addition to the benefits described above) such perquisites and fringe benefits appertaining to his position in accordance with any policies, practices, and procedures established by the Board, as amended from time to time.

(5)Expenses.  Executive is authorized to incur reasonable business expenses that, in Executive’s reasonable business judgment, are necessary to carry out his duties for the Company under this Agreement. Executive shall be entitled to reimbursement for such expenses, in accordance with the Company’s standard procedures and policies, for all reasonable travel, entertainment and other expenses incurred in connection with the Company’s business and the performance of his duties hereunder.

(6)Vacation.  During the Term, the Executive shall be entitled to five (5) weeks of paid vacation each calendar year, subject to the Company’s standard carryover policy.

3.Termination of Employment.

(a)Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Term. If the Disability of the Executive has occurred during the Term (pursuant to the definition of Disability set forth below), the Company may give to the Executive written notice in accordance with Section 10(c) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the

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Executive shall not have returned to perform, with or without reasonable accommodation, the essential functions of his position. For purposes of this Agreement, “Disability” shall mean the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months as determined by a medical doctor mutually agreed upon by the Company and the Executive or the Executive’s legal representative.

(b)Cause. The Company may terminate the Executive’s employment at any time during the Term for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean (1) a breach by the Executive of the Executive’s obligations under Section 2(a) (other than as a result of physical or mental incapacity) which constitutes material nonperformance by the Executive of his obligations and duties thereunder, as determined by the Board (which may, in its sole discretion, give the Executive notice of, and the opportunity to remedy, such breach), (2) commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or other conduct materially harmful or potentially materially harmful to the Company’s best interest, as reasonably determined by a majority of the members of the Board after a hearing by the Board following ten (10) days’ notice to the Executive of such hearing, (3) a material breach by the Executive of Sections 7 or 8 of this Agreement, (4) the Executive’s conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude causing material harm, financial or otherwise, to the Company, (5) the refusal or failure of the Executive to carry out, or comply with, in any material respect, any lawful directive of the Board (which the Board, in its sole discretion, may give the Executive notice of, and an opportunity to remedy), (6) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs; or (7) the Executive’s willful and knowing violation of any federal, state, or local law or regulation applicable to the Company or its business which has a material adverse effect on the Company. For purposes of the previous sentence, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. The Company may suspend the Executive’s title and authority pending the hearing provided for above. For purposes of this Agreement, a termination “without Cause” shall mean a termination by the Company of the Executive’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, death or Disability; provided that a termination “without Cause” does not include the expiration of the Term pursuant to Section 1.

(c)Good Reason. The Executive’s employment may be terminated during the Term by the Executive for Good Reason or without Good Reason; provided, however, that the Executive agrees not to terminate his employment for Good Reason unless (i) the Executive has given the Company written notice of his intent to terminate his employment for Good Reason no later than 30 days following the initial existence of the condition that the Executive believes gives rise to his right to terminate his employment for Good Reason, which notice shall specify the facts and circumstances constituting Good Reason, (ii) the Company was given a period of 30 days during which it may remedy the condition (the “Company Cure Period”) and, if the condition is remedied during that period, the Executive would no longer have a right to terminate employment for Good Reason based on that occurrence of the condition, (iii) the Company did

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not remedy the facts and circumstances constituting Good Reason within the Company Cure Period, and (iv) the Executive separates from service on or before the 60th day after the Company Cure Period. For purposes of this Agreement, “Good Reason” shall mean any of the following, but only if occurring without the Executive’s prior written consent: (1) a material diminution in the Executive’s Base Salary, (2) a material diminution in the Executive’s authority, duties, or responsibilities, (3) the relocation of the Executive’s principal office to an area more than 50 miles from its location immediately prior to such relocation, or (4) the failure of the Company to comply with any material provision of this Agreement. Such termination by the Executive shall not preclude the Company from terminating the Executive’s employment prior to the Date of Termination (as defined below) established by the Executive’s Notice of Termination (as defined below).

(d)Notice of Termination. Any termination by the Company for Cause or without Cause or because of the Executive’s Disability, or by the Executive for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(c). For purposes of this Agreement, a “Notice of Termination” means a written notice which (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (3) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall not be more than 30 days after the giving of such notice). The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason, as applicable shall not waive any right of the Company or the Executive under this Agreement or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or Executive’s rights under this Agreement.

(e)Date of Termination. “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein pursuant to Section 3(d), as the case may be, provided that if such date is not also the date of Executive’s “Separation from Service” with the Company (within the meaning of Treasury Regulation 1.409A-1(h)) then the “Date of Termination” shall instead be the date of the Executive’s Separation from Service, or (2) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

4.Obligations of the Company upon Termination.

(a)For Cause; Without Good Reason; Other Than for Death or Disability. If, during the Term, the Company shall terminate the Executive’s employment for Cause or the Executive resigns from his employment without Good Reason, and the termination of the Executive’s employment in any case is not due to his death or Disability, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for the payment of: (1) in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law) that portion of the Executive’s Annual Base Salary accrued through the Date of Termination to the extent not previously paid, any expense

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reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the “Accrued Obligations”); and (2) any accrued or vested amount arising from the Executive’s participation in, or benefits under, any Incentive Plans (the “Accrued Incentives”), which amounts shall be payable in accordance with the terms and conditions of such Incentive Plans.

(b)Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Term, the Company shall have no further payment obligations to the Executive or Executive’s legal representatives, other than for payment of: (1) the Accrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law); and (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans.

(c)Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Term, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) the Accrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law); and (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans.

(d)Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term but not within the Protected Period (as defined below), or if the Executive resigns for Good Reason before expiration of the Term but not within the Protected Period, the Company shall have no further payment obligations to the Executive or his legal representatives, other than for payment of: (1) the Accrued Obligations, which shall be payable in a lump sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law); (2) the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; (3) subject to Section 4(f) below, a lump-sum cash payment, to be made on the first normal payroll date following the Release Consideration Period, but no later than March 14 of the calendar year following the calendar year in which the Date of Termination occurs (the “Initial Severance Payment Date”) in an amount equal to (x) the average of the annual bonuses paid to the Executive for the three immediately preceding completed fiscal years, (y) if, as ofthe Date of Termination, the Executive has not been employed for three complete fiscal years, then the average of the annual bonuses paid to the Executive, excluding any pro-rated bonuses, for the years employed with the Company, or (z) if, as of the Date of Termination, the Executive has not been eligible for and received an annual bonus or has only received a pro-rated bonus, eighty percent (80%) of the Executive’s Base Salary as of the Date of Termination (the “Average Bonus”); and (4) subject to Section 4(f) and Section 4(g) below, beginning on the Initial Severance Payment Date and thereafter in accordance with the customary payroll practices of the Company, continuation of the Executive’s Base Salary in effect on the Date of Termination (“Salary Continuation Payments”) for a period of 18 months. Any installments of the Severance Payments that, in accordance with customary payroll practices, would have typically been made during the Release Consideration Period shall accumulate and shall then be paid on

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the Initial Severance Payment Date. The Average Bonus together with the Salary Continuation Payments shall be referred to collectively as the “Severance Payments”.

(e)Protected Period: Without Cause; For Good Reason. If the Executive’s employment is terminated by the Company without Cause before expiration of the Term, or if the Executive resigns for Good Reason before expiration of the Term, in each case, at any time during the Protected Period (as defined below), the Company shall have the following payment obligations to the Executive or his legal representatives: (1) payment of the Accrued Obligations in a lump-sum in cash within thirty (30) days after the Date of Termination (or such earlier date as required by applicable law); (2) payment of the Accrued Incentives, which shall be payable in accordance with the terms and conditions of the Incentive Plans; and (3) subject to Section 4(f) below, on the Initial Severance Payment Date, payment of a lump sum cash payment equal to the product of two (2) multiplied by the sum of (x) the Executive’s highest Base Salary during the three (3) years immediately preceding the Change in Control and (y) the highest annual bonus paid to the Executive for the three completed fiscal years immediately preceding the Change in Control or, if the Executive has not been eligible for and received an annual bonus or has only received a pro-rated annual bonus payment, eighty percent (80%) of the Executive’s Base Salary as of the Date of Termination. The payment enumerated in this clause (3) of this Section 4(e), shall be referred to as the “CIC Severance Payment”. In addition to the payment obligations described in the preceding sentence, if the Executive’s employment is terminated by the Company without Cause before the expiration of the Term, or if the Executive resigns for Good Reason before the expiration of the Term, in each case, at any time during the Protected Period (as defined below), subject to Section 4(f) below, on the Initial Severance Payment Date, all unvested awards granted to the Executive under the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan, or any successor thereto (the “LTIP”) shall vest, except for (x) any annual cash bonuses granted under the LTIP, and (y) any awards granted under Section 8 of the LTIP or otherwise intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (the “Code”) and any regulations or guidance promulgated thereunder. “Protected Period” means the period beginning on the date of a Change in Control (as defined below) and continuing until the one-year anniversary of such Change in Control. “Change in Control” shall have the meaning set forth in the LTIP; provided that in all events the definition of Change in Control shall be interpreted in a manner that complies with the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation, as described in Section 1.409A-3(i)(5) of the Treasury Regulations.

(f)Release and Compliance with this Agreement. The obligation of the Company to pay any portion of the amounts due pursuant to Section 4, with the exception of Accrued Obligations and Accrued Incentives, shall be expressly conditioned on the Executive’s (1) execution (and, if applicable, non-revocation) of a full general release, releasing all claims, known or unknown, that the Executive may have against the Company, including those arising out of or in any way related to the Executive’s employment or termination of employment with the Company no later than the 60th day following the Date of Termination (such period, the “Release Consideration Period”) and (2) continued compliance with the requirements of Sections 7 and 8.

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(g)Section 409A. Other than the Salary Continuation Payments, the amounts payable pursuant to Section 4 of this Plan are intended to comply with the short-term deferral exception or other exceptions to Section 409A of the Code.  The Salary Continuation Payments are intended to comply with the separation pay plan exception or other exceptions to Section 409A of the Code.  However, if any amounts payable under this Plan are not excepted from Section 409A of the Code, it is intended that this Agreement be administered in a manner that complies with Section 409A of the Code to the extent applicable.  To the extent that a Participant is a “specified employee” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code as of the Participant’s Date of Termination, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the Participant’s Date of Termination or, if earlier, the date of the Participant’s death following such Date of Termination. All such amounts that would, but for this Section 4(g), become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. No interest will be paid by the Company with respect to any such delayed payments. For purposes of Section 409A of the Code, each payment or amount due under this Plan shall be considered a separate payment, and a Participant’s entitlement to a series of payments under this Plan is to be treated as an entitlement to a series of separate payments.

5.Excise Taxes.  If the Board determines, in its good faith discretion, that Section 280G of the Code applies to any compensation payable to the Executive, then the provisions of this Section 5 shall apply. If any payments or benefits to which the Executive is entitled from the Company, any affiliate, any successor to the Company or an affiliate, or any trusts established by any of the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any successor provisions to that section, then the Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total Payments received by the Executive will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such Payments received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the Payments provided hereunder results in the better net after tax position to the Executive shall be made by the Board and the Executive in good faith. If, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is subsequently determined that additional Payments could have been made to the Executive without the imposition of the excise tax imposed by Section 4999 of the Code (an “Underpayment”), the Underpayment shall be paid by the Company to the Executive within thirty (30) days after such determination.

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6.Full Settlement.  Neither the Executive nor the Company shall be liable to the other party for any damages for breach of this Agreement in addition to the amounts payable under Section 4 arising out of the termination of the Executive’s employment prior to the end of the Term (if and to the extent such amounts are actually paid to the Executive by the Company); provided, however, that: (i) the Company shall be entitled to seek damages from the Executive for any breach of Sections 7 or 8 by the Executive or for the Executive’s criminal misconduct; and (ii) this Section 6 shall not be construed to preclude or release any claims by the Executive against the Company to the extent such claims are not released pursuant to Section 4(f).

7.Confidential Information.

(a)The Executive acknowledges that the Company has trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information”) which shall be provided to the Executive during the Executive’s employment by the Company. Confidential information includes, but is not limited to, sales materials, technical information, strategic information, business plans, processes and compilations of information, records, specifications and information concerning customers or venders, customer lists, and information regarding methods of doing business.

(b)The Executive is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis, requiring the labeling of documents as “confidential,” and requiring the keeping of information in secure areas. The Executive acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. The Executive acknowledges that all such Confidential Information is the sole and exclusive property of the Company.

(c)During, and all times following, the Executive’s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any Confidential Information: except (i) to the extent authorized in writing by the Board; (ii) where such information is, at the time of disclosure by the Executive, generally available to the public other than as a result of any direct or indirect act or omission of the Executive in breach of this Agreement; or (iii) where the Executive is compelled by legal process, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an employee of the Company. The Executive agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice at least five (5) days before disclosure or within one (1) business day after the Executive is informed that such disclosure is being or will be compelled, whichever is earlier. Such written notice shall include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure.

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(d)The Executive will take all necessary precautions to prevent disclosure to any unauthorized individual or entity. The Executive further agrees not to use, whether directly or indirectly, any Confidential Information for the benefit of any person, business, corporation, partnership, or any other entity other than the Company.

(e)As used in this Section 7, “Company” shall include Midstates Petroleum Company, Inc. and any of its affiliates.

8.Non-Competition; Non-Solicitation.

(a)The Executive acknowledges that the Company shall, during the time that the Executive is employed by Company, (a) disclose or entrust to the Executive, and provide the Executive access to, or place the Executive in a position to create or develop, Confidential Information, (b) place the Executive in a position to develop business goodwill belonging to the Company, and (c) disclose or entrust to the Executive business opportunities to be developed for the Company. In consideration of the foregoing, as a condition of the Executive’s employment hereunder and in order to protect the Company’s legitimate business interests, including the preservation of its goodwill and Confidential Information, the Executive agrees to the restrictions set forth in this Section 8.  Executive expressly promises and agrees that he will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity (whether as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever):

(1)during the term of Non-Competition (as defined below), carry on or engage in the business of developing and/or implementing drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends or in any other business activity that the Company is conducting, or has made material plans to conduct (provided the Executive is aware of such plans) as of the Date of Termination, in each case in the State of Texas, the State of Oklahoma (subject to Section 8(b) below) and any other geographical area in which the Company conducts business (collectively, such area is referred to as the “Restricted Area”) and, as of the Date of Termination, was planning to conduct business and to which the Executive’s duties as an employee of the Company related (a “Competing Business”), or

(2)during the Term of Non-Solicitation (as defined below) (i) solicit or induce any employee or consultant of the Company to leave the employ or engagement of the Company or hire or retain such individual or otherwise lessen or alter such employee or consultant’s relationship with the Company. The prohibition set forth in this Section 8(a)(2) also applies to employees and consultants who were employed or engaged by the Company at the time of Executive’s termination of employment or were employed or engaged by the Company within twelve (12) months of the termination of such employment.

(b)Notwithstanding the above, the prohibitions set forth in Section 8(a)(1) above shall be limited to the restriction set forth in the following sentence in that portion of the Restricted Area located within the State of Oklahoma.  Executive agrees that the restrictions that Section 8(a)(1) above shall place on Executive’s activities within any portion of the Restricted

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Area located within the State of Oklahoma shall be as follows: during the term of Non-Competition, Consultant will not (other than on behalf of the Company), within that portion of the Restricted Area located within the State of Oklahoma, directly solicit the sale of goods, services, or a combination of goods and services from the established customers of the Company.

The “Term of Non-Solicitation” and “Term of Non-Competition” shall each be defined as that term beginning on the Effective Date and continuing until (x) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination, or (y) if the Executive’s employment is terminated by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason, the date that is the one year anniversary of the Date of Termination.

(c)Notwithstanding the restrictions contained in Section 8(a), the Executive or any of the Executive’s affiliates may own an aggregate of not more than 2.0% of the outstanding stock of any class of a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8(a), provided that neither the Executive nor any of the Executive’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation.

(d)The Executive acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company and the confidentiality of its Confidential Information and to protect the other legitimate business interests of the Company. The Executive further represents and acknowledges that (i) he or she has been advised by the Company to consult his or her own legal counsel in respect of this Agreement, and (ii) that he or she has had full opportunity, prior to executing this Agreement, to review thoroughly this Agreement with his or her counsel.

(e)If any court determines that any portion of this Section 8 is invalid or unenforceable, the remainder of this Section 8 shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Section 8, or any part thereof, to be unreasonable because of the duration or scope of such provision, such court shall have the power to reduce the duration or scope of such provision and to enforce such provision as so reduced.

(f)The Executive’s covenants under this Section 8 of the Agreement shall be construed as an agreement independent of any other provision of this Agreement; and the existence of any claim or cause of action of Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of these covenants.

(g)As used in this Section 8, “Company” shall include Midstates Petroleum Company, Inc. and any of its affiliates.

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9.Mutual Non-Disparagement.  The Executive agrees not to intentionally make, or intentionally cause any other Person to make, any public statement that is intended to criticize or disparage the Company, any of its affiliates, or any of their respective officers, managers or directors. The Company agrees to use commercially reasonable efforts to cause its officers and members of its Board not to intentionally make, or intentionally cause any other Person to make, any public statement that is intended to criticize or disparage the Executive. This Section 9 shall not be construed to prohibit any person from responding publicly to incorrect public statements or from making truthful statements when required by law, subpoena, court order, or the like.

10.Miscellaneous.

(a)Survival and Construction. Executive’s obligations under this Agreement will be binding upon Executive’s heirs, executors, assigns, and administrators and will inure to the benefit of the Company, its subsidiaries, successors, and assigns. The language of this Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any of the parties. The section and paragraph headings used in this Agreement are intended solely for the convenience of reference and shall not in any manner amplify, limit, modify, or otherwise be used in the interpretation of any of the provisions hereof.

(b)Definitions. As used in this Agreement, “affiliate” means, with respect to a person, any other person controlling, controlled by or under common control with the first person; the term “control,” and correlative terms, means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a person; and “person” means an individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

(c)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:
Mark E. Eck
1134 East 24th Place
Tulsa, OK 74114

If to the Company:
Attn: Vice President of Human Resources
321 S. Boston, Suite 600
Tulsa, OK  74103

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(d)Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and

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effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(e)Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation as determined by the Company.

(f)Section 409A Compliance. This Agreement is intended to comply with (or be exempt from) Code Section 409A and the provisions of this Agreement shall be construed accordingly. To the extent that any in-kind benefits or reimbursements pursuant to this Agreement are taxable to Executive and constitute deferred compensation subject to Section 409A of the Code, any reimbursement payment due to Executive shall be paid to Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. In addition, any such in-kind benefit or reimbursement is not subject to liquidation or exchange for another benefit and the amount of such benefit or reimbursement that Executive receives in one taxable year shall not affect the amount of such benefit and reimbursements that Executive receives in any other taxable year. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s reasonable expense reimbursement policies to facilitate the timely reimbursement of such expenses.

(g)No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at any time.

(h)Equitable and Other Relief. The Executive acknowledges that money damages would be both incalculable and an insufficient remedy for a breach of Sections 7 or 8 by the Executive and that any such breach would cause the Company irreparable harm. Accordingly, the Company, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting of bond or other security, to equitable relief, including injunctive relief and specific performance, in connection with a breach of Sections 7 or 8 by the Executive. In addition to the remedies the Company may have at law or in equity, violation of Sections 7 or 8 herein will entitle the Company at its sole option not to pay the Average Bonus or the CIC Severance Payments, to discontinue the Salary Continuation Payments to the Executive, not to accelerate the vesting of LTIP awards as contemplated in Section 4(e), and to seek repayment from the Executive of any Severance Payments or CIC Severance Payments already paid to him by the Company or amounts received as a result of the acceleration of the vesting of LTIP awards as contemplated in Section 4(e). Such remedies shall not be deemed to be liquidated damages and shall not be deemed the exclusive remedies for a breach of this Section 7 or 8 but shall be in addition to all remedies available, at law or in equity, including the recovery of damages from the Executive and his agents. No action taken by the Company under this Section 10(h) shall affect the enforceability of the release and waiver of claims executed by the Executive pursuant to Section 4(f).

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(i)Complete Agreement. The provisions of this Agreement constitute the entire and complete understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements, representations and understandings of the parties, which are hereby terminated. Other than expressly set forth herein, the Executive and Company acknowledge and represent that there are no other promises, terms, conditions or representations (or written) regarding any matter relevant hereto. This Agreement may be executed in two or more counterparts.

(j)Arbitration. The Company and the Executive agree to the resolution by binding arbitration of all claims, demands, causes of action, disputes, controversies or other matters in question (“claims”), whether or not arising out of this Agreement or the Executive’s employment (or its termination), whether sounding in contract, tort or otherwise and whether provided by statute or common law, that the Company may have against the Executive or that the Executive may have against the Company or its parents, subsidiaries and affiliates, and each of the foregoing entities’ respective officers, directors, employees or agents in their capacity as such or otherwise; except that this agreement to arbitrate shall not limit the Company’s right to seek equitable relief, including injunctive relief and specific performance, and damages and any other remedy or relief (including the recovery of attorney fees, costs and expenses) in a court of competent jurisdiction for an alleged breach of Sections 7 or 8 of this Agreement, and the Executive expressly consents to the non-exclusive jurisdiction of the district courts of the State of Oklahoma for any such claims. Claims covered by this agreement to arbitrate also include claims by the Executive for breach of this Agreement, wrongful termination, discrimination (based on age, race, sex, disability, national origin or any other factor) and retaliation. In the event of any breach of this Agreement by the Company, it is expressly agreed that notwithstanding any other provision of this Agreement, the only damages to which the Executive shall be entitled is lost compensation and benefits in accordance with Section 2(b) or 4. The Company and the Executive agree that any arbitration shall be in accordance with the Federal Arbitration Act (“FAA”) and, to the extent an issue is not addressed by the FAA, with the then-current National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) or such other rules of the AAA as applicable to the claims being arbitrated. If a party refuses to honor its obligations under this agreement to arbitrate, the other party may compel arbitration in either federal or state court. The arbitrator shall apply the substantive law of the State of Oklahoma (excluding, to the extent applicable, choice-of-law principles that might call for the application of some other state’s law), or federal law, or both as applicable to the claims asserted. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. The parties agree that venue for arbitration will be in Tulsa County, Oklahoma, and that any arbitration commenced in any other venue will be transferred to Tulsa County, Oklahoma, upon the written request of any party to this Agreement. In the event that an arbitration is actually conducted pursuant to this Section 10(j), the party in whose favor the arbitrator renders the award shall be entitled to have and recover from the other party all costs and expenses incurred, including reasonable attorneys’ fees, expert witness fees, and costs actually incurred. Any and all of the arbitrator’s orders, decisions and awards may be enforceable in, and judgment upon any award rendered by the arbitrator may be confirmed and entered by, any federal or state court having jurisdiction. All proceedings conducted pursuant to this agreement to arbitrate, including any order, decision or award of the arbitrator, shall be kept

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confidential by all parties. THE EMPLOYEE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, THE EMPLOYEE IS WAIVING ANY RIGHT THAT THE EMPLOYEE MAY HAVE TO A JURY TRIAL OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, A COURT TRIAL OF ANY EMPLOYMENT-RELATED CLAIM THAT THE EMPLOYEE MAY ALLEGE.

(k)Survival. Sections 7, 8 and 9 of this Agreement shall survive the termination of this Agreement.

(l)Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma without reference to principles of conflict of laws of Oklahoma or any other jurisdiction, and, where applicable, the laws of the United States.

(m)Amendment. This Agreement may not be amended or modified at any time except by a written instrument approved by the Board and executed by the Company and the Executive.

(n)Assignment. This Agreement is personal as to the Executive and accordingly, the Executive’s duties may not be assigned by the Executive. This Agreement may be assigned by the Company without the Executive’s consent to any entity which is a successor in interest to the Company’s business, provided such successor expressly assumes the Company’s obligations hereunder.

(o)Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company or its affiliates which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company or its affiliates pursuant to any such law, government regulation, stock exchange listing requirement, or otherwise).

(p)Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or part thereof) is invalid or unenforceable, then such provision (or part thereof) shall be severable and the invalidity or unenforceability of that provision (or part thereof) shall not affect the validity or enforceability of any other provision (or parts thereof) of this Agreement, and all other provisions (and parts thereof) shall remain in full force and effect

(q)Executive Acknowledgment. The Executive acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representatives or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

EXECUTIVE:
/s/ Mark E. Eck
Mark E. Eck
MIDSTATES PETROLEUM COMPANY, INC.,
a Delaware corporation
By:	Dr. Peter J. Hill
Name:	Dr. Peter J. Hill
Title:	Interim President and
	Chief Executive Officer

Signature Page to Executive

Employment Agreement

EX-10.2

Exhibit 10.2

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (this “Agreement”) is entered into between Midstates Petroleum Company, Inc. (the “Company”), and Dexter Burleigh (“Burleigh”). The Company and Burleigh are sometimes collectively referred to herein as the “Parties.”

WHEREAS, Burleigh and the Company are parties to an Employment Agreement dated as of April 25, 2012 (the “Employment Agreement”);

WHEREAS, Burleigh’s employment with the Company ended as of the Separation Date (as defined below);

WHEREAS, the Parties wish for Burleigh to receive certain separation pay from the Company, which separation pay is conditioned upon Burleigh’s entry into this Agreement and compliance with his obligations hereunder; and

WHEREAS, the Parties wish to resolve any and all claims that Burleigh has or may have against the Company and the other Company Parties (as defined below) including, without limitation, any claims that Burleigh has or may have arising from or relating to his employment, or the end of his employment, with any Company Party.

NOW, THEREFORE, in consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

1.Separation from Employment.  The Parties acknowledge and agree that the last day of Burleigh’s employment with the Company shall be January 1, 2015 (the “Separation Date”) and that, as of the Separation Date, Burleigh was no longer an employee of the Company or any other Company Party.   The Parties further acknowledge and agree that, as of the Separation Date, Burleigh shall have resigned as an officer of the Company.

2.Separation Payments.  If Burleigh executes this Agreement within 21 days after first receiving it and returns his signed copy of this Agreement to the Company so that it is received by Peter J. Hill, 4400 Post Oak Parkway, Suite 2600, Houston, Texas 77027, peter.hill@midstatespetroleum.com, on or before the 21st day after he first received it, then provided that Burleigh satisfies the other terms and conditions set forth in this Agreement, the Company will:

(a)Provide Burleigh with separation payments in the total amount of $290,000.00, less applicable tax withholdings and other deductions (the “Salary Continuation Payments”), which represents an amount equal to 12 months’ worth of Burleigh’s Base Salary (as defined in the Employment Agreement) as of the Separation Date.  The Salary Continuation Payments will be paid in a lump sum on the Company’s first semi-monthly pay date that is on or after the later of (i) the 7th day after Burleigh returns his signed copy of this Agreement to the Company and (ii) the 21st day after the Separation Date;

(b)Provide Burleigh with an additional, lump sum payment in the amount of $166,761.67 less applicable taxes and withholdings (the “Average Bonus”), which represents the average of the annual bonuses paid to Burleigh for the preceding three fiscal years.  Such Average

Bonus shall be provided in a lump sum on the Company’s first semi-monthly pay date that is on or after the later of (i) the 7th day after Burleigh returns his signed copy of this Agreement to the Company and (ii) the 21st day after the Separation Date; and

(c)Provide Burleigh with an additional, lump sum payment in the amount of $188,500.00, less applicable taxes and withholdings (the “2014 STIP Payment”), which represents the accrued amount arising from Burleigh’s participation in the Company’s 2014 Short-Term Incentive Plan (the “STIP”). Such 2014 STIP Payment shall be provided in a lump sum on the Company’s first semi-monthly pay date that is on or after the later of (i) the 7th day after Burleigh returns his signed copy of this Agreement to the Company and (ii) the 21st day after the Separation Date; and

(d)Provide Burleigh with an additional, lump sum payment in the amount of $29,000.00, less applicable taxes and withholdings (the “ Loyalty and Retention Award “), which represents the unvested amount arising from Burleigh’s Grant of Loyalty and Retention Award dated June 6, 2014. The Loyalty and Retention Award together with the 2014 STIP payment shall serve as full satisfaction of the “Accrued Incentives” (as defined in the Employment Agreement) due to Burleigh under the Employment Agreement. Such Loyalty and Retention Award shall be provided in a lump sum on the Company’s first semi-monthly pay date that is on or after the later of (i) the 7th day after Burleigh returns his signed copy of this Agreement to the Company and (ii) the 21st day after the Separation Date; and

(e)For the three (3) month period following the Separation Date that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Section 4980B of the Internal Revenue Code of 1986, the Company shall promptly reimburse Executive on a monthly basis for the amount Executive pays to effect and continue such coverage (“COBRA Reimbursement Amounts”);  provided, however, that payment of the COBRA Reimbursement Amounts by the Company to Executive shall cease immediately upon the date that Executive begins providing services to a subsequent employer. Nothing contained herein is intended to limit or otherwise restrict Executive’s rights to continued group health plan pursuant to COBRA at Executive’s own expense following the period described in the preceding sentence of this Section 2(e). The COBRA Reimbursement Amounts, together with the Accrued Incentives; the Salary Continuation Payments; and the Average Bonus are referred to collectively as the “Severance Payments”.

(f)Notwithstanding anything to the contrary in the Company’s 2012 Long Term Incentive Plan (“LTIP”) or those certain Restricted Stock Agreements and Notices of Restricted Stock dated February 21, 2013, May 16, 2013, February 21, 2014 and June 6, 2014 (collectively, the “Award Agreements”), on or after the later of (i) the 7th day after Burleigh returns his signed copy of this Agreement to the Company and (ii) the 21st day after the Separation Date, accelerate the vesting of all unvested shares of restricted stock held by Burleigh as of the Separation Date, with any settlement that may be due to Burleigh as a result of such accelerated vesting being made in accordance with the terms and conditions of the LTIP and the Award Agreements.

3.Satisfaction of All Leaves and Payment Amounts; Prior Rights and Obligations.  In entering into this Agreement, Burleigh expressly acknowledges and agrees that Burleigh has received all leaves (paid and unpaid) to which Burleigh was entitled during Burleigh’s employment

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and, except for any unpaid Accrued Obligations (as defined in the Employment Agreement), as of the date that Burleigh executes this Agreement, Burleigh has received all wages and been paid all sums that Burleigh is owed by the Company and its affiliates.  Burleigh further acknowledges and agrees that, with the exception of any amounts owed to his pursuant to this Agreement, he has no entitlement to any further sums from the Company or its affiliates, including, but not limited to, amounts due for any awards under the LTIP, or any other payments.  This Agreement extinguishes all rights, if any, that Burleigh may have, contractual or otherwise, relating to or arising out of the Employment Agreement, the STIP, the LTIP and the Award Agreements and Burleigh acknowledges that, in entering this Agreement, all of the Company’s obligations thereunder are deemed satisfied in full.

4.Affirmation of Confidentiality, Non-Competition and Non-Solicitation Covenants.  Burleigh acknowledges and agrees that in connection with his employment with the Company, he has obtained Confidential Information (as defined in the Employment Agreement) and that he has continuing obligations to the Company pursuant to Sections 7 and 8 of the Employment Agreement.  In entering into this Agreement, Burleigh acknowledges the continued effectiveness and enforceability of Sections 7 and 8 of the Employment Agreement and expressly reaffirms his commitment to abide by such provisions of the Employment Agreement. For the avoidance of doubt, Burleigh expressly acknowledged and agrees that his continued compliance with Sections 7 and 8 of the Employment Agreement is a condition precedent to his receipt of the Severance Payments and any portion thereof.

5.Release of Liability for Claims.

(a)For good and valuable consideration, including Burleigh’s receipt of the consideration set forth in Section 2 above, Burleigh hereby forever releases, discharges and acquits the Company, its affiliates, and their respective past, present and future subsidiaries, affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys, heirs, predecessors, successors and representatives, in their personal and representative capacities as well as all employee benefit plans maintained by the Company or any of its affiliates or subsidiaries and all fiduciaries and administrators of any such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Burleigh hereby waives, any and all claims, damages, or causes of action of any kind related to Burleigh’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Burleigh executes this Agreement, whether known or unknown, including, without limitation, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical Leave Act of 1993; (F) any federal, state or local wage and hour law; (G) any other local, state or federal law, regulation or ordinance; or (H) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Burleigh may have under any employment contract (including

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without limitation the Employment Agreement), incentive compensation plan or equity-based plan with any Company Party (including without limitation the STIP, LTIP and the Award Agreements) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”).  THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

(b)In no event shall the Released Claims include any claim which arises after the date that Burleigh signs this Agreement or any claim to vested benefits under an employee benefit plan that is subject to ERISA.  Further notwithstanding this release of liability, nothing in this Agreement prevents Burleigh from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Burleigh understands and agrees that Burleigh is waiving any and all rights to recover any monetary or personal relief or recover as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions.

6.Representation About Claims.  Burleigh represents and warrants that as of the date on which Burleigh signs this Agreement, he has not filed any claims, complaints, charges, or lawsuits against any of the Company Parties with any governmental agency or with any state or federal court or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the date on which Burleigh signs this Agreement.  Burleigh further represents and warrants that he has made no assignment, sale, delivery, transfer or conveyance of any rights Burleigh has asserted or may have against any of the Company Parties with respect to any Released Claim.

7.Applicable Law.  This Agreement is entered into under, and shall be governed for all purposes by, the internal laws of the State of Texas without reference to the principles of conflicts of law thereof that would result in the application of the laws of another jurisdiction.

8.Counterparts.  This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

9.Amendment; Entire Agreement.  This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by the Party to be charged.  This Agreement (and those other documents referenced herein) constitute the entire agreement of the Parties with regard to the subject matters hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, between Burleigh and any Company Party with regard to the subject matters hereof.

10.Third-Party Beneficiaries.  Burleigh expressly acknowledges and agrees that each Company Party that is not a signatory to this Agreement shall be a third-party beneficiary of Burleigh’s obligations hereunder and entitled to enforce the provisions hereof as if it was a party hereto.

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11.Severability.  Any term or provision of this Agreement that renders such term or provision or any other term or provision hereof invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

12.Burleigh’s Representations.  By executing and delivering this Agreement, Burleigh expressly acknowledges and represents that:

(a)He has carefully read this Agreement;

(b)He has had sufficient time to consider this Agreement and has voluntarily waived any consideration period set forth in Section 4(f) of the Employment Agreement that is longer than the 21-day period set forth herein;

(c)He has been and hereby is advised in writing to discuss this Agreement with an attorney of his choice and he has had adequate opportunity to do so prior to executing this Agreement;

(d)He fully understands the final and binding effect of this Agreement; the only promises made to sign this Agreement are those stated herein; and he is signing this Agreement knowingly, voluntarily and of his own free will, and he understands and agrees to each of the terms of this Agreement;

(e)He is receiving consideration to which he was not otherwise entitled but for his entry into this Agreement;

(f)The only matters relied upon by his and causing his to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and

(g)No Company Party has provided any tax or legal advice regarding this Agreement and he has had the opportunity to receive sufficient tax advice from advisors of his own choosing such that he enters into this Agreement with full understanding of the tax and legal implications thereof.

13.Additional Acknowledgments; Revocation Right.  Burleigh understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.  Burleigh understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date that he executes this Agreement. Burleigh further understands and acknowledges that he has seven days following his execution of this Agreement to revoke the release of claims set forth in Section 5 above, which he may do by providing written notice of revocation to the Company so that it is received by Peter J. Hill, 4400 Post Oak Parkway, Suite 2600, Houston, Texas 77027, peter.hill@midstatespetroleum.com, no later than seven days following the date that Burleigh executes this Agreement.  If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 5 above will be of no force or effect, no consideration shall be provided pursuant to Section 2 and the remainder of this Agreement (other than Section 2 and Section 5 above) shall survive and remain in full force and effect.  This Agreement shall not be effective until after the revocation

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period has expired; and nothing in this Agreement prevents or precludes Burleigh from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by law.  In the event Burleigh signs this Agreement and returns it to Company in less than the 21-day period following the Separation Date that he has to sign this Agreement,  Burleigh hereby acknowledges that he has freely and voluntarily chosen to waive the complete time period allotted for considering this Agreement.

14.Withholding of Taxes and Other Deductions.  The Company may withhold from all payments made pursuant to this Agreement all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.

15.Mutual Non-Disparagement.  Burleigh acknowledges and agrees that he is bound by the covenants set forth in Section 9 of the Employment Agreement and, accordingly, Burleigh reaffirms that he will not intentionally make, or intentionally cause any other Person (as defined in the Employment Agreement) to make, any public statement that is intended to criticize or disparage the Company, any of its affiliates, or any of their respective officers, managers or directors. The Company acknowledges and agrees that it is bound by the covenants set forth in Section 9 of the Employment Agreement and, according, the Company reaffirms that it will use commercially reasonable efforts to cause its officers and members of its Board of Directors not to intentionally make, or intentionally cause any other Person to make, any public statement that is intended to criticize or disparage Burleigh. This Section 15 shall not be construed to prohibit any person from responding publicly to incorrect statements or from making truthful statements when required by law, subpoena, court order, or the like.

16.Return of Company Property.  Burleigh represents and warrants that he has returned to the Company all property belonging to the Company or any other Company Party, including without limitation all computer files, electronically stored information and other materials provided to his by the Company or any other Company Party in the course of his employment and Burleigh further represents and warrants that he has not maintained a copy of any such materials in any form.

17.Section 409A. The payments under this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other interpretive guidance thereunder (collectively, “Section 409A”) under the short-term deferral and/or separation pay plan exceptions.  The parties agree that this Agreement shall be administered in a manner consistent with such intent.  For purposes of Section 409A, all payments under this Agreement shall be considered separate payments.   Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from the requirements of Section 409A and in no event shall the Company or any other Company Party be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Burleigh on account of non-compliance with Section 409A.

[Remainder of Page Intentionally Blank;

Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Burleigh has executed this Agreement as of the dates set forth below, effective for all purposes as provided above.

DEXTER BURLEIGH
By:	/s/ Dexter Burleigh
	Dexter Burleigh
Date:	December 19, 2014
MIDSTATES PETROLEUM COMPANY, INC.
By:	/s/ Dr. Peter J. Hill
	Dr. Peter J. Hill
	Interim President and Chief Executive Officer
Date:	December 19, 2015

SIGNATURE PAGE TO

SEPARATION AGREEMENT AND

GENERAL RELEASE OF CLAIMS

(DEXTER BURLEIGH)

EX-99.1

Exhibit 99.1

4400 POST OAK PARKWAY SUITE 2600 HOUSTON, TEXAS 77027

PRESS RELEASE FOR IMMEDIATE ISSUANCE

MIDSTATES PETROLEUM NAMES MARK ECK

EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

HOUSTON - (Business Wire) — December 24, 2014 - Midstates Petroleum Company, Inc. (NYSE: MPO) (the “Company”) today announced that Mark Eck will be joining the Company as Executive Vice President and Chief Operating Officer effective December 29, 2014.

Mr. Eck, age 56, most recently worked for Samson Resources, as VP Business Development, after previous roles of VP Operations & Midstream, and General Manager Haynesville Team. Prior to joining Samson, Mark served as the Tulsa Region Business Development Manager at SM Energy and Manager of Supply Chain.

Mr. Eck began his oil and gas career with ARCO Oil & Gas Company serving in various Engineering, Operations, Planning, Procurement, and Human Resources roles over a 21 year career before leaving ARCO in 2000. He received his Bachelor of Science Degree in Mechanical Engineering from the University of Missouri-Rolla in 1980 and Executive Education training at Thunderbird School of Global Management.

Dr. Peter Hill, Interim President and CEO of Midstates commented, “I am very pleased to have Mark join our Midstates team.  Mark will be an integral part of the leadership team as we transition our headquarters to Tulsa. With his extensive experiences and successes, we believe Mark can capably lead our operations to new heights.  We look forward to fully integrating Mark into our team here at Midstates.”

Other Information

Certain statements in this news release regarding future expectations and plans for future activities may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act.  They are subject to various risks, such as financial market conditions, changes in commodities prices and costs of drilling and completion, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

About Midstates Petroleum Company, Inc.

Midstates Petroleum Company, Inc. is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates’ drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma.  The Company’s operations also include the upper Gulf Coast tertiary trend in central Louisiana.  Additional information about the Company is available at www.midstatespetroleum.com.

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Source: Midstates Petroleum Company, Inc.

Contact:

Chris Delange, (713) 595-9411

chris.delange@midstatespetroleum.com

or

Al Petrie, (713) 595-9427

Al.Petrie@midstatespetroleum.com

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