Document

展品10.1

RANGER ENERGY SERVICES, INC.

2017开多期激励计划

董事限制性股票单位协议


授予日期：	[授予日期]	（“股东大会纪要”）授予日期”)
受赠人姓名：	[参与方姓名]	（“股东大会纪要”）Grantee“”或“”您”)
受奖限制性股票单位数量：	[已授予奖励]	（“股东大会纪要”）RSUs支付”)

本受限股票单位协议(“协议)于授予日期签订并生效

在Ranger Energy Services, Inc.，一家特拉华州的公司（以下简称“公司”），和你之间。

鉴于公司采纳了Ranger能源服务公司2017年长期激励计划（随时修订，"401(k)计划的雇主贡献），根据该计划，公司有权向公司的某些雇员和服务提供者授予基于股权的奖励;

鉴于公司同意授予您这些限制性股票，旨在鼓励您加入公司，继续为公司服务并为公司的成功做出实贡。

鉴于, 您确认已收到计划的副本，并应被视为本协议的一部分，如完整载入本处，并未在此处定义但已用大写字母的条款应按计划中所列含义解释；并

鉴于您希望接受根据本协议授予的限制性股票奖励。

现在，因此在考虑到以下载明的相互契约以及下文提及的其他有价值的考虑情况之后，各方一致同意如下：

1. 《授予书》根据以下规定，公司特此授予您，在授予日期生效，作为单独的诱因，并且不代替公司支付给您的任何薪酬或其他报酬，一项奖励（“奖励），根据此处和计划中规定的条款和条件，由以上列明的RSU数量组成。每个RSU代表根据此处描述，获得一股股票或等同于一股股票的公允市值的现金金额，视情况而定。

2. 股东的权利; 股利等值物.

(a) 您作为公司的股东在此之前对任何可能交付的股票没有权利，除非您已成为这些股票的记录持有人，并且不会对现金分红或其他财产、分配或任何该等股票的其他权利进行调整，除非计划或协议另有规定（包括第2（b）节).

(b) 该奖励的每个限制性股票单位（RSU）均与相应的股利等值权（DER）共同授予，在授予日期之日起至该DER所对应的RSU解决或没收之日前一直有效。DER，该DER权益所对应的每个已获授权DER均享有

根据本协议的规定，您将有资格根据公司支付的任何分红金额，以与RSU所代表股票相等的金额的分红数额，来收到支付。公司应当为每个RSU建立一个单独的DER簿记账户（“DER账户”），在相关的分红支付日期，该DER账户应当在RSU保留的期间内收到的任何分红金额进行记账（不含利息），以与RSU所代表股票相等的金额。一旦RSU获得授予，相关的DER（及DER账户）也将同时获得授予。同样地，一旦RSU被取消授予，相关的DER（及DER账户）也将同时被取消授予。DER不应使您有权获得与适用RSU根据第6条款规定结算或RSU被取消授予的日期中先期发生的任何分红支付有关的任何支付。关于已获授予DER的支付应尽快，在DER获得授予后的60天内进行。关于DER支付，您不应有权收到任何利息。DER账户”，将在适用的分红支付日期，以与RSU所代表的股票相等的金额进行记账（不含利息）。一旦RSU获得授予，相关的DER（及DER账户）也将同时获得授予。同样地，一旦RSU被取消授予，相关的DER（及DER账户）也将同时被取消授予。DER不应使您有权获得与适用RSU根据第6条款规定结算或RSU被取消授予的日期中先期发生的任何分红支付有关的任何支付。关于已获授予DER的支付应尽快，在DER获得授予后的60天内进行。您不应有权收到任何利息。

3. 限制性股票单位的解除限制RSU将根据以下时间表归属：

[归属时间表]

除非按照该归属计划获得 RSU，否则您无权收到任何与 RSU 相关的股票或现金。在结算此奖励之前，RSU 和此奖励代表公司的无担保债务，只能从公司的一般资产中支付。

4. 终止服务.

（a）一般终止如果您与公司或其关联公司的服务关系因任何原因终止，则截至终止日期尚未取得的RSU将作废，并视为已放弃，这些RSU将归公司所有。截至终止日期已获得的任何RSU将不会被公司没收。

(b)其他协议的影响尽管本条款中有任何相反规定，但如果本第4部分与您和公司之间或公司赞助或维护的任何服务、咨询、离职或控制权变更协议，或您参与的类似计划或安排之间存在任何不一致，则应以该等服务、咨询、离职或控制权变更协议或类似计划或安排的条款为准。

5. 离职休假关于奖励，公司可以自行判断，如果您因任何原因休假，公司可能视您仍在为公司提供服务，但休假期间对RSUs的权利将仅限于休假开始时已获得或获得的程度。

6. RSUs契约的解决按照本协议第3条规定的RSUs归属之后及在最迟该归属日期后60天内，公司应向您提供规定的RSUs结算：(a)股票数量等于已归属RSUs数量的100%，或者(b)(i)股票数量等于已归属RSUs数量的70%，且(ii)现金金额等于适用归属日期上股票的公允市值与已归属RSUs数量的30%的乘积。在授予日期后30日历天内，您有权力通过按照第16条向公司提交通知进行一次性选择，以自行决定的方式，根据本第3条收到本第6(a)或第6(b)描述的形式的结算。

在您进行投诉选择的范畴内，公司将根据您的选择结算已经归属的 RSUs。如果您未向公司提供此类通知，任何已经归属的 RSUs 将以第 6(b)节中描述的形式结算。此处发行的所有股票，如果有的话，将由委员会酌情决定，通过交付一张或多张这些股票的证书给您，或以记账形式输入这些股票。股票的价值不会因时间的流逝而产生任何利息。本第 6 节或根据本协议采取的任何行动都不应被解释为创建信托或任何形式的被托管或担保的义务。

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

8. Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

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

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

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

11. Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

12. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

13. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the RSUs granted hereunder.

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

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

Company from loss or depreciation.

16. Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

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

18. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

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

20. Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

21. Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

22. Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

23. Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Stock or pay cash hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock or payment of such cash.

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

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

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

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

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

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

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

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

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

[Signature Page Follows]

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

RANGER ENERGY SERVICES, INC.


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



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