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



On January 6, 2023, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Earthstone Energy, Inc. (the "Company"), approved (i)
a form of performance restricted stock unit award agreement based on the
Company's annualized total shareholder return for executive officers (the
"Annualized PRSU Agreement") that are granted performance restricted stock units
("PRSUs") pursuant to the Company's Amended and Restated 2014 Long-Term
Incentive Plan (as amended, the "Plan"); (ii) a form of performance restricted
stock unit award agreement based on the Company's relative total shareholder
return for executive officers (the "Relative PRSU Agreement") that are granted
PRSUs pursuant to the Plan; (iii) a form of restricted stock unit agreement for
executive officers (the "RSU Agreement") that are granted restricted stock units
("RSUs") pursuant to the Plan; and (iv) a form of restricted stock unit
agreement for non-employee directors (the "Director RSU Agreement") that are
granted RSUs pursuant to the Plan.

The description of the forms of Annualized PRSU Agreement, Relative PRSU
Agreement, RSU Agreement and Director RSU Agreement contained in this Item 5.02
do not purport to be complete and are qualified in their entireties by reference
to the forms of Annualized PRSU Agreement, Relative PRSU Agreement, RSU
Agreement and Director RSU Agreement included as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.

Also, on January 6, 2023, the Board approved the Earthstone Energy, Inc. Second
Amended and Restated Change in Control and Severance Benefit Plan (the "Amended
Plan"), as recommended by the Committee, which provides for severance benefits
to the Company's named executive officers (and certain other officers and key
employees), including: Frank A. Lodzinski, Robert J. Anderson (collectively, the
"Tier 1 NEOs"), and Steven C. Collins, Mark Lumpkin, Jr., Timothy D. Merrifield
and Tony Oviedo (collectively, the "Tier 2 NEOs"). The Amended Plan replaces the
Company's previous Amended and Restated Change of Control and Severance Benefit
Plan that was adopted effective January 27, 2021.

Pursuant to the Amended Plan, following a Change in Control (as such term is
defined in the Amended Plan) and during the "protection period," which period
extends from the date of the Change in Control until the date 24 months
following the occurrence of a Change in Control, if the Tier 1 NEO's employment
is terminated by the Company without Cause (as such term is defined in the
Amended Plan) or by the Tier 1 NEO for a CIC Good Reason (as such term is
defined in the Amended Plan), the Tier 1 NEO is entitled to (1) 300% of the
executive's annual base salary; (2) 300% of the greatest of (i) the executive's
annual bonus during the prior year, (ii) the executive's annual bonus two years
prior to termination date, and (iii) the executive's current target bonus (the
"AIP Amount"); (3) 100% of the executive's pro-rated AIP Amount (based on the
number of days employed during the year of termination); and (4) reimbursement
of 24 months of health benefits.

Pursuant to the Amended Plan, following the Tier 1 NEO's death or disability, the Tier 1 NEO would be entitled to (1) 150% of the executive's annual base salary; (2) 150% of the executive's AIP Amount; and (3) reimbursement of 18 months of health benefits.



Pursuant to the Amended Plan, if the Tier 1 NEO's employment with the Company is
terminated by the Company without Cause or by the Tier 1 NEO for a Good Reason
(as such term is defined in the Amended Plan) and not during the applicable
protection period, the Tier 1 NEO is entitled to receive (1) 200% of the
executive's annual base salary, (2) 200% of the executive's pro-rated AIP Amount
(based on the number of days employed during the year of termination), and (3)
reimbursement of 18 months of health benefits.

Pursuant to the Amended Plan, following a Change in Control and during the
"protection period," which period extends from the date of the Change in Control
until the date 18 months following the occurrence of a Change in Control, if the
Tier 2 NEO's employment is terminated by the Company without Cause or by the
Tier 2 NEO for a CIC Good Reason, the Tier 2 NEO is entitled to (1) 200% of the
executive's annual base salary; (2) 200% of the executive's AIP Amount; (3) 100%
of the executive's pro-rated AIP Amount (based on the number of days employed
during the year of termination); and (4) reimbursement of 18 months of health
benefits.

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Pursuant to the Amended Plan, following the Tier 2 NEO's death or disability, the Tier 2 NEO would be entitled to (1) 100% of the executive's annual base salary; (2) 100% of the executive's AIP Amount; and (3) reimbursement of 12 months of health benefits.



Pursuant to the Amended Plan, if the Tier 2 NEO's employment with the Company is
terminated by the Company without Cause or by the Tier 2 NEO for a Good Reason
and not during the applicable protection period, the Tier 2 NEO is entitled to
receive (1) 100% of the executive's annual base salary, (2) 100% of the
executive's pro-rated AIP Amount (based on the number of days employed during
the year of termination), and (3) reimbursement of 12 months of health benefits.

Entitlement to the above benefits is conditioned on the timely execution of a general release in the form and substance approved by the Committee.



The description of the Amended Plan contained in this Item 5.02 does not purport
to be complete and is qualified in its entirety by reference to the Amended Plan
included as Exhibit 10.5 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this Current Report on Form 8-K:




Exhibit No.                                               Description
10.1                        Form of Performance Restricted Stock Unit Agreement (Annualized TSR).
10.2                        Form of Performance Restricted Stock Unit Agreement (Relative TSR).
10.3                        Form of Restricted Stock Unit Agreement.
10.4                        Form of Restricted Stock Unit Agreement (non-employee director).
10.5                        Earthstone Energy, Inc. Second Amended and

Restated Change in Control and


                          Severance Benefit Plan.
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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