exv10w14






Exhibit 10.14




POSTROCK ENERGY CORPORATION

2010 LONG-TERM INCENTIVE PLAN




STOCK OPTION AWARD AGREEMENT



	 	 	 
	Date of Grant:

	 	[_________], 20___
	Number of Shares Subject to Option:

	 	[_________]
	Option Price:

	 	[$________]
	Expiration Date:

	 	[_________], 20__






     This Option Award Agreement (the “Agreement”) dated [________], 20___, is made by and between
PostRock Energy Corporation, a Delaware corporation (the “Company”), and [___________]
(“Participant”).



RECITALS:




     A. The Company established the 2010 Long-Term Incentive Plan (the “Plan”) under which the
Company may grant eligible employees of the Company and its Subsidiaries and non-employee directors
of the Company certain equity-based awards.



     B. Participant is an eligible employee of the Company or one of its Subsidiaries or a
non-employee director of the Company and the Committee has elected to grant to Participant an
Option under the Plan pursuant to and in accordance with this Agreement.



AGREEMENT:




     In consideration of the mutual premises and covenants contained herein and other good and
valuable consideration paid by Recipient to the Company, the Company and Recipient agree as
follows:



     Section 1. Incorporation of Plan.



     All provisions of this Agreement and the rights of Participant hereunder are subject in all
respects to the provisions of the Plan and the powers of the Plan Committee therein provided.
Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in
the Plan.



     Section 2. Grant of Option; Expiration.



     Subject to the conditions and restrictions set forth in this Agreement and the Plan, the
Company hereby grants to Participant an Option with respect to the number of Shares identified
above opposite the heading “Number of Shares Subject to Option” (the “Option”) at the exercise
price (the “Option Price”) provided above. The Option is a nonqualified stock option and will
continue in effect until the date that is 6 years from the Date of Grant (the “Expiration



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Date”), subject to earlier termination in accordance with this Agreement or the Plan. If not
exercised prior to the Expiration Date, the Option will be forfeited.




     Section 3. Vesting; No Assignment of Rights.



     Subject to any exceptions listed in this Agreement or in the Plan, the Option shall become
exercisable on the respective vesting date (the “Vesting Date”) with respect to the number of
Shares and in accordance with the schedule set forth below, provided Participant is an employee of
the Company or one of its Subsidiaries or a non-employee director of the Company from the Grant
Date through the applicable Vesting Date:



	 	 	 	 
	Anniversary of Date of Grant	 	 
	(Vesting Date)	 	Number of Shares
	First Anniversary

	 	[_______] Shares






     During Participant’s lifetime, the Option may be exercised only by Participant. Subject to
any exceptions set forth in this Agreement or in the Plan, the Option or the rights relating
thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by Participant. Any attempt to assign, alienate, pledge, attach, sell, or otherwise
transfer or encumber the Option or the rights relating thereto shall be null and void.



     Section 4. Forfeiture Prior to Vesting; Period of Exercisability.



     If Participant has a Termination of Affiliation with the Company or any of its Subsidiaries
for any reason (including due to Disability or death) before one or more of the Vesting Date for
the Option, Participant will thereupon immediately forfeit all unvested portions of the Option.
Section 5.4(b) of the Plan shall not apply; any unvested portion of the Option under this Agreement
will immediately be forfeited upon Participant’s Termination of Affiliation due to Disability or
death. Upon such forfeiture, Participant shall have no further rights under this Agreement (except
with respect to any periods of exercisability for any vested portions of the Option as set out
under this Agreement). For purposes of this Agreement, transfer of employment between the Company
and any of its Subsidiaries does not constitute a Termination of Affiliation.



     Upon Termination of Affiliation other than due to Disability or death, Participant will be
entitled to exercise any vested portion of the Option at any time prior to the Expiration Date or
the expiration of 90 days after the date of the Termination of Affiliation, whichever is the
shorter period. Upon Termination of Affiliation due to Disability or death, Participant, or in the
event of Participant’s death, Participant’s beneficiary, will be entitled to exercise any vested
portion of the Option at any time prior to the Expiration Date or the expiration of one year after
the date of the Termination of Affiliation, whichever is the shorter period.



     Section 5. Exercise of Option.



     The exercise of the Option must be accompanied by full payment of the Option Price for the
Shares being acquired by: (i) cash, (ii) a check acceptable to the Company, (iii) the



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delivery of a number of already-owned Shares having a Fair Market Value equal to such Exercise
Price, (iv) a “cashless broker exercise” of the Option through any procedures established or
approved by the Plan Committee with respect thereto, or (v) any combination of the foregoing
approved by the Plan Committee. No Shares will be issued until the Option Price has been paid.




     Section 6. Dividends and Voting Rights.



     Unless and until Shares have been delivered pursuant to this Agreement, Participant (a) is not
entitled to receive any dividends or dividend equivalents, whether paid in cash or stock, or any
other distributions declared on or with respect to actual Shares and (b) does not have nor may
Participant exercise any voting rights with respect to any of the Shares.



     Section 7. Designation of Beneficiary.



     Participant may designate a person or persons to exercise and receive, in the event of
Participant’s death, any Shares resulting from the vesting or exercise of the Option or other
property then or thereafter distributable relating to such Shares. Such designation may be made
either in the space indicated at the end of this Agreement or in a written instrument delivered to
the Company or its delegate and may be revoked only by a written instrument similarly delivered.
If Participant fails effectively to designate a beneficiary, the legal representative of the estate
of Participant will be deemed to be the beneficiary of Participant with respect to any such Shares
or other property and will have the rights to exercise the Option as described herein.



     Section 8. Tax Withholding.



     To the extent that grant, vesting or exercise of the Option granted hereunder may obligate the
Company to pay withholding taxes on behalf of Participant, the Company shall have the power to
withhold, or require Participant to remit to the Company, an amount sufficient to satisfy any such
federal, state, local or foreign withholding tax requirements.



     Section 9. No Right to Continued Employment.



     If the Participant is an employee of the Company or one of its Subsidiaries, nothing in this
Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to
terminate Participant’s employment at any time, nor confer upon Participant the right to continue
in the employ of the Company or one of its Subsidiaries.



     Section 10. 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 Option granted hereby. 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. This Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is an amendment of this Agreement.



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     Section 11. Governing Law.



     This Agreement will be governed by and construed in accordance with the laws of the State of
Delaware, excluding its conflict of laws provisions.



     Section 12. Section 409A.



     The Option granted hereunder and the distribution of the Shares upon exercise of the Option
are exempt from the requirements of Section 409A of the Code as a stock option, and this Agreement
shall be interpreted and administered in a manner consistent with that intent.



     This Agreement has been executed and delivered by the parties hereto effective the day and
year first above written.



	 	 	 	 	 
	 	POSTROCK ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	David C. Lawler 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 

	 

	 	PARTICIPANT
	 
	 	 
	 

	 	 
 
[_________________]





	 	 	 

	Designation of Beneficiary
	 	 
	 
	 	 
	 

(Relationship to Recipient)

	 	 






	 	 	 

	 

	 	 
 (Name
of Beneficiary)
	 
	 	 
	 

	 	 
 (Street
Address)
	 
	 	 
	 

	 	 
 (City,
State, Zip Code)






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