EX-10.1

This Management Incentive Plan (the “MIP”) of EXCO Resources, Inc., a Texas corporation (the “Company”), was adopted by the Board of Directors (the “Board”) of the Company on April 21, 2014 (the “Execution Date”), to be effective as of the Effective Date.

WHEREAS, the Board desires to encourage and reward value-enhancing performance of the Company’s management team by providing incentive compensation upon attaining pre-established performance criteria; and

WHEREAS, the Board believes it to be in the best interests of the Company and its shareholders to adopt this MIP effective as of the Effective Date;

NOW, THEREFORE, in consideration of the foregoing and for the purpose described below, the Board hereby adopts this MIP as set forth herein.

The MIP is intended to attract and retain the Company’s management team and to encourage them to remain with, and devote their best efforts to, the Company and its Subsidiaries, and to reward such executives for outstanding performance, thereby advancing the interests of the Company and aligning management’s interests with those of the Company’s shareholders. The MIP provides a means of rewarding participants based on the overall performance of the Company and the achievement of three performance measures.

Where the following words and phrases appear in this MIP, they shall have the respective meanings set forth below:

2.1 “Adjusted EBITDA” means earnings before interest, taxes, depreciation, depletion, amortization, ceiling test write-downs, unrealized gains or losses on derivative financial instruments and other non-cash income and expense items.

2.2 “Award” means an amount granted to an Eligible Employee pursuant to Article 4 that is payable pursuant to Article 5 on or before March 15^th of the year following the Performance Period.

2.3 “Award Letter” means a written letter from the Company to a Participant setting forth the applicable Performance Period, the potential range of the Award amount for such Participant’s Tier Level, the Performance Goals and thresholds, and the payout schedule for such Performance Period. Award Letters covering different Participants need not contain similar provisions. A sample Award Letter is attached hereto as Appendix A.

2.4 “Base Salary” means the annual base salary paid to the Eligible Employee during the Performance Period, before any deductions, exclusions or any deferrals or contributions under any of the Company’s plans or programs, but excluding overtime, bonuses, incentive compensation, employee benefits or any other form of compensation, being received by an Eligible Employee during a Performance Period.

2.6 “Cause” means (i) the willful breach or habitual neglect of assigned duties by an Eligible Employee related to the Company, including compliance with Company policies; (ii) conviction (including any plea of nolo contendere) of the Eligible Employee of any felony or crime involving dishonesty or moral turpitude; (iii) any act of personal dishonesty knowingly taken by the Eligible Employee in connection with his or her responsibilities as an employee and intended to result in personal enrichment of the Eligible Employee or any other person; (iv) bad faith conduct that is materially detrimental to the Company; (v) inability of the Eligible Employee to perform such employee’s duties due to alcohol or illegal drug use; (vi) the Eligible Employee’s failure to comply with any legal written directive of the Board; (vii) any act or omission of the Eligible Employee which is of substantial detriment to the Company because of the Eligible Employee’s intentional failure to comply with any statute, rule or regulation, except any act or omission believed by the Eligible Employee in good faith to have been in or not opposed to the best interest of the Company (without intent of the Eligible Employee to gain, directly or indirectly, a profit to which the Eligible Employee was not legally entitled) and except that Cause shall not mean bad judgment or negligence other than habitual neglect of duty; or (viii) any other act or failure to act or other conduct which is determined by the Committee, in its sole discretion, to be demonstrably and materially injurious to the Company, monetarily or otherwise.

Notwithstanding the foregoing provisions of this Section 2.7, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, to the extent necessary to comply with the requirements of Section 409A of the Code, in lieu of the foregoing definition, the definition of “Change of Control” for purposes of such Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.10 “Common Stock” shall mean the common stock, par value $0.001 per share, of EXCO Resources, Inc.

2.12 “Disability” means an Eligible Employee is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Eligible Employee is not eligible to participate in such plan or policy, that the Eligible Employee, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee. Notwithstanding the foregoing, in the event an Award issued under the MIP is subject to Section 409A of the Code, then, to the extent necessary to comply with the requirements of Section 409A of the Code, in lieu of the foregoing definition, the definition of “Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.14 “Eligible Employee” means, with respect to a Performance Period, a management level or vice-president level Employee.

2.15 “Employee” means a common law employee (as defined in accordance with the treasury regulations and revenue rulings applicable under Code Section 3401(c)) of the Company or any Subsidiary of the Company; provided, however, in the case of individuals whose employment status, by virtue of their employer or residence, is not determined under Section 3401(c) of the Code, “Employee” shall mean an individual treated as an employee for local payroll tax or employment purposes by the applicable employer under applicable law for the relevant period.

2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.17 “General and Administrative Costs” means such expenses of the Company and its Subsidiaries relating to the payment of employee compensation and benefits (other than equity and equity-based compensation), rents for office space, audit, legal, consulting and other professional fees,

systems and overhead costs, and such other “general and administrative costs,” as determined under the Company’s standard accounting procedures and reported in its audited financial statements (reported net of overhead amounts reimbursed to the Company by working interest owners and joint venture partners, and net of amounts that are capitalized), but not including such expenses associated with the acquisition, exploration, exploitation, development, production or operation of the Company’s oil and gas properties.

2.18 “Maximum Achievement” means, for a Participant for any Performance Period, the maximum level of achievement of a set of Performance Goals required for the maximum Award amount to be paid, determined by the Committee in accordance with Article 4 below.

2.20 “Mcfe” means one thousand cubic feet equivalent calculated by converting one barrel of oil or natural gas liquids to six Mcf of natural gas.

2.21 “Overall Performance Level” means the sum of the weighted actual achievement of the Performance Goals for each Performance Measure for a Performance Period.

2.22 “Payment Date” means the date on which the Awards are paid pursuant to Article 5.

2.23 “Performance Goals” means for a Performance Period, the established threshold, target, and maximum levels of applicable Performance Measures.

2.24 “Performance Measures” means the criteria used in determining Performance Goals for the Performance Period, which are Production, Adjusted EBITDA, General and Administrative Costs, and discretion of the Committee; provided that Production, Adjusted EBITDA and General and Administrative Costs shall be adjusted on a pro forma basis to take into account any acquisitions or dispositions consummated during the Performance Period.

2.25 “Performance Period” means a calendar year beginning on January 1 of each year, or such shorter period in the case of a Change of Control.

2.26 “Person” means any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or association or other legal entity of any kind.

2.27 “Production” means the net interest volumes of oil, natural gas and natural gas liquids stated on a Mcfe basis, as disclosed in the Company’s periodic reports under the Exchange Act.

2.28 “Section 409A” means Section 409A of the Code and any applicable regulations or rulings thereunder.

2.29 “Subsidiary” means any entity in which the Company, directly or indirectly, holds a majority of the total combined voting power of all classes of stock or profits or capital interests of such entity. “Subsidiaries” means more than one of any such entities, including corporations, limited partnerships, partnerships or limited liability companies.

2.30 “Target Achievement” means, for a Participant for any Performance Period, the target level of achievement of a set of Performance Goals required for the target Award amount to be paid, determined by the Committee in accordance with Article 4 below.

2.31 “Threshold Achievement” means, for a Participant for any Performance Period, the minimum level of achievement of a set of Performance Goals required for any Award amount to be paid, determined by the Committee in accordance with Article 4 below.

2.32 “Tier Level” means one of three tier levels for which a Participant may be designated by the Committee, consisting of Tier 1, Tier 2 and Tier 3; the Performance Goals and Award amounts may vary among tier levels.

2.33 “Tier 1 Participant” means a Participant who is designated by the Committee, in its sole discretion, as a Tier 1 level Participant.

2.34 “Tier 2 Participant” means a Participant who is designated by the Committee, in its sole discretion, as a Tier 3 level Participant.

2.35 “Tier 3 Participant” means a Participant who is designated by the Committee, in its sole discretion, as a Tier 3 level Participant.

This MIP shall be administered by the Committee. The Committee is authorized to interpret this MIP and may from time to time adopt such rules and regulations, consistent with the provisions of this MIP, as it may deem advisable to carry out this MIP. All determinations made by the Committee under this MIP, and all interpretations of this MIP by the Committee, shall be final and binding on all interested parties.

4.1 For each Performance Period, the Committee shall select the particular Eligible Employees to whom an Award may be granted for such Performance Period, and shall notify such Participant of his or her Award by delivering an Award Letter to such Participant. To the extent permitted by the Committee, Eligible Employees who participate in the Plan may also participate in other incentive or benefit plans of the Company or any Subsidiary. Notwithstanding any provision in this Plan to the contrary, the Committee may grant one or more Awards to an Eligible Employee at any time, and from time to time, or may not grant an Award to an Eligible Employee.

4.2 For each Performance Period, the Committee shall establish and approve the Performance Goals for the Performance Period, and the Threshold Achievement, Target Achievement, and Maximum Achievement levels for each Performance Measure underlying the Performance Goals. Achievement of the Performance Goals shall be calculated on the basis of straight-line interpolation between the Threshold Achievement, Target Achievement, and Maximum Achievement levels for each Performance Measure underlying the Performance Goal. For each Performance Period, the Committee shall also establish and approve with respect to Participants under each Tier Level, a payout schedule setting forth the Award amount potentially payable upon the achievement of Threshold Achievement, Target Achievement, and Maximum Achievement levels. The payout schedule shall be based on a percentage of each Participant’s Base Salary and the Overall Performance Level. Except as otherwise may be provided by the Committee, in its sole discretion, no Award amount shall be payable for a Performance Measure unless the Threshold Achievement for such Performance Measure is achieved. Sixty percent (60%) of a Participant’s Award shall be based on the Overall Performance Level and the achievement of the Performance Goals. The remaining forty percent (40%) of a Participant’s Award shall be discretionary and shall be determined by the Committee, in its sole discretion.

4.4 Appendix C, which shall, from time to time, be updated by the Committee for each Performance Period, sets forth (i) the Performance Goals established and approved by the Committee pursuant to Section 4.2 above with respect to the applicable Performance Period; (ii) the Threshold Achievement, Target Achievement, and Maximum Achievement levels for each Performance Measure underlying the Performance Goals; and (iii) the payout schedules for Tier 1 Participants, Tier 2 Participants, and Tier 3 Participants.

Awards will be paid out as soon as administratively possible after the end of each Performance Period, but in no event later than March 15 of the year immediately following the end of the Performance Period to which the Award relates. The Company, Subsidiary, or payroll agent through which payment of an Award is to be made shall have the right to deduct from any payment hereunder any amounts that Federal, state, local or foreign tax laws require with respect to such payments.

6.1 In the event an Eligible Employee’s employment is terminated prior to the end of the Performance Period for any reason other than for Cause (as determined by the Committee), all of such Eligible Employee’s rights to an Award shall be forfeited, unless the Committee shall determine that such Eligible Employee should receive a prorated Award. Such prorated Award shall be based upon that portion of the Performance Period during which he or she was an Eligible Employee, in which case the prorated portion of the Award shall be paid in accordance with the provisions of Article 5.

6.2 In the event of Disability during the Performance Period (absent termination), the Committee shall have discretion to grant an Award (or a prorated portion thereof) to the Eligible Employee on the Payment Date.

6.3 In the case of death during the Performance Period, the Committee shall have discretion to grant an Award (or a prorated portion thereof) to the Eligible Employee’s estate, or if there is no administration of the estate, to the heirs at law, on the Payment Date.

6.4 If an Eligible Employee’s employment is terminated after the end of the Performance Period, but prior to the Payment Date, for any reason other than termination for Cause (as determined by the Committee), the amount of any Award applicable to the Performance Period shall be paid to the Eligible Employee in accordance with the provisions of Article 5 on the Payment Date, except in the case of death, in which case the amount of the Award then unpaid shall be paid to such Eligible Employee’s estate, or if there is no administration of the estate, to the heirs at law, as soon as practicable.

6.5 Notwithstanding anything above, in the case of termination for Cause (as determined by the Committee), such Eligible Employee shall immediately forfeit his or her right to any Award.

In the event of a Change of Control, (i) prior to the end of a Performance Period, the Awards shall be immediately payable based on achievement of the Performance Goals (as adjusted for the shortened Performance Period at the discretion of the Committee); and (ii) after the end of a Performance Period, but prior to payment of such Awards, the Participants shall be entitled to an immediate cash payment of the Awards.

Notwithstanding anything herein to the contrary, the Board may terminate at any time, or from time to time amend, modify, or suspend the MIP. The Board may make any amendment to any outstanding Award that it believes is necessary or helpful to comply with any applicable law including, without limitation, Section 409A. However, without the prior consent of affected Eligible Employees, no such action may adversely affect any rights or obligations with respect to any Award earned, regardless of whether the amounts have been calculated or paid.

9.1 Nothing in this MIP or related document nor any grant of Awards under this MIP shall confer on any employee the right to continued employment by the Company or any Subsidiary, or affect in any way the right of the Company or such Subsidiary to change the employee’s position at the Company or terminate the employment of such employee at any time. The Committee shall have the final determination if any question arises as to whether and when there has been a termination of an employee’s employment.

9.2 Awards under this MIP are non-assignable and non-transferable and are not subject to adjustment, anticipation, alienation, garnishment, encumbrance, attachment or levy of any kind except by will or the laws of descent and distribution. Any attempt at transfer, assignment or other alienation prohibited by the preceding sentence shall be disregarded and all amounts payable hereunder shall be paid only in accordance with the provisions of this MIP.

9.3 Nothing in this MIP nor the granting of Awards shall be deemed to create a trust. This MIP and all unpaid awards shall constitute an unfunded, unsecured liability of the Company to make payments in accordance with the provisions of this MIP. All amounts payable under this MIP shall be paid from the general assets of the Company. No Person shall have any right, title, or interest in any fund or in any specific asset of the Company or any Subsidiary by reason of the MIP.

9.4 The existence of this MIP and the Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to consummate or authorize any merger or consolidation of the Company, the liquidation or dissolution of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

9.5 Neither the officers nor the directors of the Company nor the members of the Committee shall under any circumstances have any liability with respect to this MIP or its administration except for gross and intentional malfeasance. The officers and directors of the Company and the members of the Committee may rely upon opinions of counsel as to all matters, including the creation, operation and interpretation of this MIP.

9.6 This MIP and all related documents shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to the principles of conflicts of law thereof, except to the extent preempted by federal law.

9.7 If any provision of the MIP shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the MIP shall be construed and enforced as if said illegal or invalid provision had never been included herein.

9.8 All obligations of the Company under the MIP shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

9.9 Except where the context indicates otherwise, words in the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

It is the Company’s intention that this MIP meets the requirements of Section 409A by its terms and in operation so that compensation deferred under this MIP (if any) is exempt from or compliant with Section 409A such that no amounts shall be included in income under Section 409A. Any ambiguities in this MIP shall be construed to reflect this intent. If any term or provision of this MIP is found to be in violation of Section 409A, then such term or provision shall be deemed to be restricted and/or modified in the manner and to the extent necessary to render such term or provision in conformity with Section 409A, or shall be deemed removed from this MIP, and this MIP shall be construed and enforced to the maximum extent permitted by Section 409A as if such term or provision had been originally incorporated in this MIP as so restricted and/or modified, or as if such term or provision had not been originally incorporated in this MIP, as the case may be.

IN WITNESS WHEREOF, EXCO Resources, Inc. has caused the MIP to be signed by its duly authorized officer on the Execution Date.


EXCO RESOURCES, INC.

By:		/s/ William L. Boeing

Name:		William L. Boeing
Its:		Vice President and General Counsel