CXO Concho Resources Inc

(b) Resignation of Officer . Concho Resources Inc. (the “ Company ”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting” ) on May 17, 2017. Following the Annual Meeting, the Board of Directors (the “ Board ”) of the Company held a special meeting.

At the Board’s May 17, 2017 meeting, E. Joseph Wright notified the Board of his intention to retire from his position as Executive Vice President and Chief Operating Officer of the Company in January 2019. The Company has planned for the transition of Mr. Wright’s duties and responsibilities and has announced that C. William Giraud will succeed Mr. Wright as Chief Operating Officer upon Mr. Wright’s retirement.

(c) Appointment of Officer . Also at the May 17, 2017 meeting, the Board promoted Jack F. Harper to the role of President of the Company. Mr. Harper will also continue to serve as the Company’s Chief Financial Officer.

Mr. Harper has no familial relationships with any director or other executive officer of the Company. There are no arrangements or understandings between Mr. Harper and any other persons pursuant to which Mr. Harper was appointed as President and Chief Financial Officer. For additional information about Mr. Harper, including biographical information and information regarding related party transactions, please refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2017 (File No. 001-33615), which information is incorporated herein by reference.

(d) Election of Director . At the Board’s May 17, 2017 meeting, the Board increased the size of the Board from nine directors to ten directors. The Board also appointed Mr. Wright as a director to fill the vacancy resulting from the expansion of the Company’s Board from nine directors to ten directors. Mr. Wright will serve as a Class II director and his term on the Board will expire at the Company’s annual meeting of stockholders in 2018 or until his earlier resignation or removal.

There are no understandings or arrangements between Mr. Wright and any other person pursuant to which Mr. Wright was elected to serve as a director of the Company. There are no relationships between Mr. Wright and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K. As an employee director, Mr. Wright will receive compensation in accordance with the Company’s policies for compensating employee directors.

(e) Retirement Agreement . In connection with Mr. Wright’s anticipated retirement as described above, the Company entered into a Retirement Agreement (the “ Retirement Agreement ”) with Mr. Wright on May 17, 2017, which agreement was approved by the Compensation Committee of the Board. The Retirement Agreement effectively amends Mr. Wright’s existing Employment Agreement with the Company dated December 19, 2008 that was filed on such date as Exhibit 10.3 to the Company’s Current Report on Form 8-K, as amended by First Amendment to Employment Agreement, the form of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2011 (such Employment Agreement, as amended, the “ Employment Agreement ”).

Pursuant to the Retirement Agreement, any automatic extension of the term of the Employment Agreement that would otherwise occur on January 1, 2019 will be for a period beginning on such date and ending on January 5, 2019, which is the expected date of Mr. Wright’s retirement, subject to the potential deferment of Mr. Wright’s retirement date for up to six months under certain circumstances (January 5, 2019 or the deferred retirement date, as applicable, the “ Retirement Date ”).

The Retirement Agreement provides that Mr. Wright will be eligible to receive an annual bonus for 2018 in the amount of $600,000 (the “ 2018 Bonus ”), and such bonus will be paid on or before January 5, 2019 provided that Mr. Wright remains continuously employed by the Company until such date. In the event that certain change of control transactions, as outlined in the Retirement Agreement, occur prior to Mr. Wright’s retirement date, Mr. Wright may be eligible for a special bonus (the “ Special Bonus ”) in the form of a lump sum cash payment in the amount of (x) two times Mr. Wright’s annualized base salary as in effect immediately prior to the Retirement Date, (y) the annual cash performance bonus, if any, paid to him with respect to the 2017 calendar year, and (z) $600,000.

The Retirement Agreement also provides that certain long-term incentive awards under the Company’s 2015 Stock Incentive Plan will be made to Mr. Wright during the first four days of January, 2018 provided that he is employed by the Company on the date of grant. Specifically, Mr. Wright would receive a restricted stock award (the “ 2018 RSA ”) with a value on the date of grant equal to $1,700,000, a one-year of service vesting requirement, and otherwise the same terms and conditions as the restricted stock awards made to similarly situated executives on or about the date of grant. Mr. Wright would also receive an award of performance units (the “ 2018 PSU ”) with the same grant date value as the 2018 RSA and the same terms and conditions as performance unit awards made to similarly situated executives on or about the date of grant, except that Mr. Wright would not forfeit the 2018 PSU if he retires on the Retirement Date as described below. The 2018 RSA and the 2018 PSU will be the only long-term incentive awards Mr. Wright receives after May 17, 2017 for his service as an officer of the Company.

Upon Mr. Wright’s retirement on the Retirement Date, the Retirement Agreement provides that the Company will provide him with the following benefits (the “ Retirement Benefits ”): (i) his unvested shares of restricted stock granted to him by the Company will fully vest on the Retirement Date; (ii) his unvested performance units will not be forfeited and will become payable based on the satisfaction of certain conditions and (iii) he will be reimbursed by the Company for (or the Company may directly pay) the premiums associated with the continuation coverage he may elect for up to 18 months following his retirement under the Company’s group health plans.

A copy of the Retirement Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The above description of the Retirement Agreement is a summary and is qualified in its entirety by reference to the complete text of the Retirement Agreement.