Exhibit
10.19


RESTRICTED STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT
(this “Agreement”) is made as of the        day of                ,
   , between PARTICLE DRILLING
TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and                         
(“Director”).


1.   Award.   Pursuant to the PARTICLE DRILLING
TECHNOLOGIES, INC. 2005 STOCK INCENTIVE PLAN, as amended (the “Plan”),
as of the date of this Agreement,                 
shares (the “Restricted Shares”) of the Company’s common stock shall be issued
as hereinafter provided in Director’s name subject to certain restrictions
thereon. The Restricted Shares shall be issued upon acceptance hereof by
Director and upon satisfaction of the conditions of this Agreement. Director
acknowledges receipt of a copy of the Plan, and agrees that this award of
Restricted Shares shall be subject to all of the terms and provisions of the
Plan, including future amendments thereto, if any, pursuant to the terms
thereof. In the event of any conflict between the terms of this Agreement and
the Plan, the Plan shall control. Capitalized terms used but not defined in
this Agreement shall have the meaning attributed to such terms under the Plan,
unless the context requires otherwise.


2.   Restricted Shares.   Director hereby accepts the Restricted Shares when
issued and agrees with respect thereto as follows:


(a)   Forfeiture
Restrictions.   The
Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated
or otherwise transferred, encumbered or disposed of to the extent then subject
to the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Director’s membership on the Board for any reason other than
death or disability (within the meaning of section 22(e)(3) of the Code),
Director shall, for no consideration, forfeit to the Company all Restricted
Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender
Restricted Shares to the Company upon termination of Director’s membership on
the Board are herein referred to as the “Forfeiture Restrictions.”  The Forfeiture Restrictions shall be binding
upon and enforceable against any transferee of Restricted Shares.


(b)   Lapse of Forfeiture Restrictions.   The Forfeiture Restrictions shall lapse as to the
Restricted Shares in accordance with the following schedule, provided that
Director has continuously served as a member of the Board from the date of this
Agreement through the lapse date:




	
  Lapse Date

  	
   

  	
   

  	
   

  	
  Percentage of Total Number

  Of Restricted Shares as to Which

  Forfeiture Restrictions Lapse

  	
   

  
	
                 

  	
   

  	
   

  	
  50

  	
  %

  	
   

  
	
                 

  	
   

  	
   

  	
  100

  	
  %

  	
   

  






 


Notwithstanding the foregoing, the Forfeiture
Restrictions shall lapse as to all of the Restricted Shares then subject to the
Forfeiture Restrictions on (i) the date of a Corporate Change (as
hereinafter defined) provided that Director has continuously served as a member
of the Board from the date of this Agreement to the date of such Corporate
Change or (ii) the date Director’s membership on the Board is terminated
by reason of death or disability (within the meaning of section 22(e)(3) of
the Code). For purposes of the preceding sentence, the term “Corporate Change”
shall have the same meaning as is assigned to such term in the Plan; provided,
however, that the term “Corporate Change” shall not include any reorganization,
merger, consolidation, or similar transaction or series of transactions
pursuant to which the record holders of the outstanding shares of the Company’s
stock immediately prior to such transaction or series of transactions continue
to hold immediately following such transaction or series of transactions 50% or
more of the outstanding voting securities (based upon voting power) of (a) any
entity which owns (directly or indirectly) the stock of the Company, (b) any
entity with which the Company has merged, or (c) any entity that owns 











an entity with which the Company has merged. In
addition, in no event shall a recapitalization of the Company, a
reclassification of the Company’s capital stock, or other change in the Company’s
capital structure (a “recapitalization”) constitute a Corporate Change, and the
Forfeiture Restrictions shall not lapse upon the occurrence of any such
recapitalization.


(c)   Certificates.   A certificate evidencing the Restricted Shares shall
be issued by the Company in Director’s name, pursuant to which Director shall
have all of the rights of a stockholder of the Company with respect to the
Restricted Shares, including, without limitation, voting rights and the right
to receive dividends (provided, however, that dividends paid in shares of the
Company’s stock shall be subject to the Forfeiture Restrictions). Director may
not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
stock until the Forfeiture Restrictions have expired and a breach of the terms
of this Agreement shall cause a forfeiture of the Restricted Shares. The
certificate shall be delivered upon issuance to the Secretary of the Company or
to such other depository as may be designated by the Committee as a depository
for safekeeping until the forfeiture of such Restricted Shares occurs or the
Forfeiture Restrictions lapse pursuant to the terms of the Plan and this award.
Director agrees to deliver to the Company a stock power, endorsed in blank,
relating to the Restricted Shares. Upon the lapse of the Forfeiture
Restrictions without forfeiture, the Company shall cause a new certificate or
certificates to be issued without legend (except for any legend required
pursuant to applicable securities laws or any other agreement to which Director
is a party) in the name of Director in exchange for the certificate evidencing
the Restricted Shares. However, the Company, in its sole discretion, may elect
to deliver the certificate either in certificate form or electronically to a
brokerage account established for Director’s benefit at a brokerage/financial
institution selected by the Company. Director agrees to complete and sign any
documents and take additional action that the Company may request to enable it
to deliver the shares on Director’s behalf.


(d)   Corporate
Acts.   The
existence of the Restricted Shares shall not affect in any way the right or
power of the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, any merger or consolidation of the Company,
any issue of debt or equity securities, the dissolution or liquidation 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. The
prohibitions of Section 2(a) hereof shall not apply to the transfer
of Restricted Shares pursuant to a plan of reorganization of the Company, but
the stock, securities or other property received in exchange therefor shall
also become subject to the Forfeiture Restrictions and provisions governing the
lapsing of such Forfeiture Restrictions applicable to the original Restricted
Shares for all purposes of this Agreement and the certificates representing
such stock, securities or other property shall be legended to show such
restrictions.


3.   Withholding
of Tax/Tax Election.   To the extent that the receipt of the
Restricted Shares or the lapse of any Forfeiture Restrictions results in
compensation income or wages to Director for federal, state or local tax
purposes, Director shall deliver to the Company at the time of such receipt or
lapse such amount of money as the Company may require to meet its minimum
obligation under applicable tax laws or regulations or make such other
arrangements to satisfy such withholding obligation as the Company or the
Committee may approve. In addition, the Company may withhold unrestricted
shares of stock of the Company (valued at their fair market value on the date
of withholding of such shares) otherwise to be issued upon the lapse of the
Forfeiture Restrictions to satisfy its withholding obligations. If Director
makes the election authorized by section 83(b) of the Code in connection
with the award of the Restricted Shares, Director shall submit to the Company a
copy of the statement filed by Director to make such election.


4.   Status
of Stock.   Director
agrees that the Restricted Shares issued under this Agreement will not be sold
or otherwise disposed of in any manner which would constitute a violation of
any applicable securities laws, whether federal or state. Director also agrees
that (a) the certificates representing the 



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Restricted Shares may bear
such legend or legends as the Committee deems appropriate in order to reflect
the Forfeiture Restrictions and to assure compliance with applicable securities
laws, (b) the Company may refuse to register the transfer of the
Restricted Shares on the stock transfer records of the Company if such proposed
transfer would constitute a violation of the Forfeiture Restrictions or, in the
opinion of counsel satisfactory to the Company, of any applicable securities
law, and (c) the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Restricted Shares.


5.   Board Membership.   Any question as to whether and
when there has been a termination of Director’s membership on the Board, and
the cause of such termination, shall be determined by the Committee and its
determination shall be final.


6.   Notices.   Any
notices or other communications provided for in this Agreement shall be
sufficient if in writing. In the case of Director, such notices or
communications shall be effectively delivered if sent by registered or
certified mail to Director at the last address Director has filed with the
Company. In the case of the Company, such notices or communications shall be
effectively delivered if sent by registered or certified mail to the Company at
its principal executive offices.


7.   Entire
Agreement; Amendment.   This Agreement replaces and merges
all previous agreements and discussions relating to the same or similar subject
matters between Director and the Company and constitutes the entire agreement
between Director and the Company with respect to the subject matter of this
Agreement. Without limiting the scope of the preceding sentence, 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. Any modification of this Agreement shall be effective only if it is in
writing and signed by both Director and an authorized officer of the Company.


8.   Binding
Effect.   This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons lawfully claiming
under Director.


9.   Governing
Law.   This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Nevada, without regard to conflicts of laws principles thereof.


10.   Jurisdiction.   Each
of the Company and Director hereby irrevocably (i) submits and consents to
the personal jurisdiction of the state and federal courts sitting in Harris
County, Texas with respect to any suit, action, or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby and (ii) waives
the right to contend in any such action that venue is improperly laid in any
such court or that it is an improper or inconvenient forum or lacks personal
jurisdiction. If Director now or hereafter resides outside the State of Texas,
Director hereby irrevocably appoints the General Counsel of the Company as
Director’s authorized agent upon whom process may be served at such General
Counsel’s Company office for notices under this Agreement in any suit, action,
or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby that may be instituted in any state or federal court in the
State of Texas by the Company, and Director hereby agrees to so act. Director
agrees to take any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue such appointment
in full force and effect as aforesaid. Service of process upon the authorized
agent of Director and written notice of such service to Director shall be
deemed, in every respect, effective service of process as to Director for
purposes of any such suit, action, or proceeding instituted in any state or
federal court in the State of Texas.



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IN WITNESS WHEREOF, the Company
has caused this Agreement to be duly executed by its officer thereunto duly
authorized, and Director has executed this Agreement, all effective as of the
day and year first above written.




	
   

  	
  PARTICLE DRILLING TECHNOLOGIES, INC.

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  DIRECTOR

  






 



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