Exhibit 10.26


NONQUALIFIED STOCK OPTION
AGREEMENT


THE EXCO RESOURCES, INC.


2005 LONG-TERM INCENTIVE PLAN


1.             Grant of Option.  Pursuant to the EXCO Resources, Inc. 2005
Long-Term Incentive Plan (the “Plan”) for key employees, consultants, and
outside directors of EXCO Resources, Inc., a Texas corporation (the “Company”),
the Company grants to


	
  

  	
   

  	
   

  
	
   

  	
  (the
  “Participant”),

  	
   

  
	
   

  	
   

  	
   

  



an option to
purchase shares of Common Stock, par value $.001 per share (“Common Stock”), of
the Company as follows:


On the date hereof, the
Company grants to the Participant an option (the “Option” or “Stock Option”) to
purchase                            
(              
) full shares (the “Optioned Shares”) of Common Stock at an Option Price equal
to $           per share
(this amount must be equal to or greater than the fair market value of the
underlying Common Stock on the date this Option is granted).  The Date of Grant of this Stock Option is                               ,
20        .


The “Option Period”
shall commence on the Date of Grant and shall expire on the date immediately
preceding the tenth (10th)
anniversary of the Date of Grant.  The
Stock Option is a Nonqualified Stock Option.


2.             Subject to Plan.  The Stock Option and its exercise are subject
to the terms and conditions of the Plan, and the terms of the Plan shall
control to the extent not otherwise inconsistent with the provisions of this
Agreement. The capitalized terms used herein that are defined in the Plan shall
have the same meanings assigned to them in the Plan.  The Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee and communicated
to the Participant in writing.  In
addition, if the Plan previously has not been approved by the Company’s stockholders,
the Stock Option is granted subject to such stockholder approval of the Plan.


3.             Vesting;
Time of Exercise.  Except as
specifically provided in this Agreement and subject to certain restrictions and
conditions set forth in the Plan, the Optioned Shares shall be vested  and exercisable as follows:


a.             Twenty-five percent (25%) of the
total Optioned Shares shall be fully vested on the Date of Grant, provided the
Participant is employed by (or, if the Participant is a Consultant or an
Outside Director, is providing services to) the Company or a Subsidiary on that
date.


b.             Twenty-five percent (25%) of the
total Optioned Shares shall be fully vested on the first anniversary of
the Date of Grant, provided the Participant is employed by (or, if the Participant
is a Consultant or an Outside Director, is providing services to) the Company
or a Subsidiary on that date.













c.             An additional twenty-five percent
(25%)  of the total Optioned Shares shall
be fully vested on the second anniversary of the Date of Grant, provided
the Participant is employed by (or, if the Participant is a Consultant or an
Outside Director, is providing services to) the Company or a Subsidiary on that
date.


d.             An additional twenty-five percent
(25%)  of the total Optioned Shares shall
be shall be fully vested on the third anniversary of the Date of Grant,
provided the Participant is employed by (or, if the Participant is a Consultant
or an Outside Director, is providing services to) the Company or a Subsidiary
on that date.


Notwithstanding the above, the Optioned Shares shall be fully vested
automatically upon a Change in Control (as defined in Section 2.6 of the
Plan) or upon the death of the Participant or the Total and Permanent
Disability (as defined in Section 2.41 of the Plan) of the Participant,
provided the Participant is still employed by the Company as of the date of one
of such specified events.


4.             Term;
Forfeiture.


a.             Except as otherwise provided in
this Agreement, the unexercised portion of the Stock Option that relates to
Optioned Shares which are vested will terminate at the first of the following
to occur:


i.              5 p.m. on the date the Option Period terminates;


ii.             5 p.m. on the date which is one
hundred eighty (180) days following the date of the Participant’s Termination
of Service due to death or Total and
Permanent Disability;


iii.            5 p.m. on the date which is ninety
(90) days from the date of the Participant’s Retirement;


iv.            5 p.m. on the date of the
Participant’s Termination of Service by the Company for cause (as defined herein);


v.             5 p.m. on the date which is thirty
(30) days following the date of the Participant’s Termination of Service for
any reason not otherwise specified in this Section 4.a.;


vi.            5 p.m. on the date the Company
causes any portion of the Option to be forfeited pursuant to Section 7
hereof;


vii.           For purposes hereof, “cause” shall
mean that the Participant shall have committed (i) an intentional material act
of fraud or embezzlement in connection with his duties in the course of his
employment with the Company; (ii) intentional wrongful material damage to
property of the Company; or (iii) intentional wrongful disclosure of material
secret processes or material confidential information of the Company.  For the purposes of this Agreement, no act,
or failure to act, on the part of the Participant shall be deemed “intentional”
unless done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that his action or omission was in the best interest
of the Company.



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5.             Who May Exercise.  Subject to the terms and conditions set forth
in Sections 3 and 4 above, during the lifetime of the Participant, the
Stock Option may be exercised only by the Participant, or by the Participant’s
guardian or personal or legal representative. 
If the Participant’s Termination of Service is due to his death prior to
the date specified in Section 4.a.i. hereof, or Participant dies prior
to the termination dates specified in Sections 4.a.i., ii., iii., iv., v. or
vi. hereof, and the Participant has not exercised the Stock Option as to
the maximum number of vested Optioned Shares as set forth in Section 3
hereof as of the date of death, the following persons may exercise the
exercisable portion of the Stock Option on behalf of the Participant at any
time prior to the earliest of the dates specified in Section 4
hereof:  the personal representative of
his estate, or the person who acquired the right to exercise the Stock Option
by bequest or inheritance or by reason of the death of the Participant;
provided that the Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules, and regulations.


6.             No Fractional Shares.  The Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.


7.             Manner of Exercise.  Subject to such administrative regulations as
the Committee may from time to time adopt, the Stock Option may be exercised by
the delivery of written notice to the Committee setting forth the number of
shares of Common Stock with respect to which the Stock Option is to be
exercised, the date of exercise thereof (the “Exercise Date”) which shall be at
least three (3) days after giving such notice unless an earlier time shall have
been mutually agreed upon.  On the
Exercise Date, the Participant shall deliver to the Company consideration with
a value equal to the total Option Price of the shares to be purchased, payable
as follows:  (a) cash, check, bank draft,
or money order payable to the order of the Company, (b) Common Stock (including
Restricted Stock) owned by the Participant on the Exercise Date, valued at its
Fair Market Value on the Exercise Date, and which the Participant has not
acquired from the Company within six (6) months prior to the Exercise Date; provided,
that the six (6)-month holding requirement shall only apply to a Reporting
Participant at any time following an IPO, (c) if the Company has completed an
IPO, by delivery (including by FAX) to the Company or its designated agent of
an executed irrevocable option exercise form together with irrevocable
instructions from the Participant to a broker or dealer, reasonably acceptable
to the Company, to sell certain of the shares of Common Stock purchased upon
exercise of the Stock Option or to pledge such shares as collateral for a loan
and promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay such purchase price, and/or (d) in any other form of valid
consideration that is acceptable to the Committee in its sole discretion.  In the
event that shares of Restricted Stock are tendered as consideration for the
exercise of a Stock Option, a number of shares of Common Stock issued upon the
exercise of the Stock Option equal to the number of shares of Restricted Stock
used as consideration therefor shall be subject to the same restrictions and
provisions as the Restricted Stock so tendered.


Upon
payment of all amounts due from the Participant, the Company shall cause
certificates for the Optioned Shares then being purchased to be delivered to
the Participant (or the person exercising the Participant’s Stock Option in the
event of his death) at its principal business office within ten (10) business
days after the Exercise Date. The obligation of the Company to deliver shares
of Common Stock shall, however, be subject to the condition that if at any time
the Company shall determine in its discretion that the listing, registration,
or qualification of the Stock Option or the Optioned Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary as a condition of, or in connection
with, the Stock Option or the issuance or purchase of shares of Common Stock
thereunder, then the Stock Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not reasonably acceptable
to the Committee.



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If
the Participant fails to pay for any of the Optioned Shares specified in such
notice or fails to accept delivery thereof, then the Stock Option, and right to
purchase such Optioned Shares may be forfeited by the Company.


8.             Nonassignability.  The Stock Option is not assignable or
transferable by the Participant except by will or by the laws of descent and
distribution.


9.             Rights as Stockholder.  The Participant will have no rights as a
stockholder with respect to any shares covered by the Stock Option until the
issuance of a certificate or certificates to the Participant for the Optioned
Shares.  The Optioned Shares shall be
subject to the terms and conditions of this Agreement regarding such
Shares.  Except as otherwise provided in Section 10
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates.


10.           Adjustment of Number of Optioned
Shares and Related Matters.  The
number of shares of Common Stock covered by the Stock Option, and the Option
Prices thereof, shall be subject to adjustment in accordance with Articles
11 - 13 of the Plan.


11.           Nonqualified Stock Option.  The Stock Option shall not be treated as an
Incentive Stock Option.


12.           [Reserved]


13.           Voting.  The Participant, as record holder of some or
all of the Optioned Shares following exercise of this Stock Option, has the
exclusive right to vote, or consent with respect to, such Optioned Shares until
such time as the Optioned Shares are transferred in accordance with this
Agreement; provided, however, that this Section shall not create
any voting right where the holders of such Optioned Shares otherwise have no
such right.


14.           Community
Property.  Each spouse individually
is bound by, and such spouse’s interest, if any, in any Optioned Shares is
subject to, the terms of this Agreement. 
Nothing in this Agreement shall create a community property interest
where none otherwise exists.


15.           Dispute Resolution.


a.             Arbitration.           All disputes and controversies of
every kind and nature between any parties hereto arising out of or in
connection with this Agreement or the transactions described herein as to the
construction, validity, interpretation or meaning, performance,
non-performance, enforcement, operation or breach, shall be submitted to
arbitration pursuant to the following procedures:


i.              After a dispute or controversy
arises, any party may, in a written notice delivered to the other parties to
the dispute, demand such arbitration. 
Such notice shall designate the name of the arbitrator (who shall be an
impartial person) appointed by such party demanding arbitration, together with
a statement of the matter in controversy.


ii.             Within 30 days after receipt of
such demand, the other parties shall, in a written notice delivered to the
first party, name such parties’ arbitrator (who shall be an impartial
person).  If such parties fail to name an
arbitrator, then the second arbitrator shall be named by the American
Arbitration Association (the “AAA”). 
The two arbitrators so selected 



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shall name a third
arbitrator (who shall be an impartial person) within 30 days, or in lieu of
such agreement on a third arbitrator by the two arbitrators so appointed, the
third arbitrator shall be appointed by the AAA. 
If any arbitrator appointed hereunder shall die, resign, refuse or become
unable to act before an arbitration decision is rendered, then the vacancy
shall be filled by the method set forth in this Section for the original
appointment of such arbitrator.


iii.            Each party shall bear its own
arbitration costs and expenses.  The
arbitration hearing shall be held in Dallas, Texas at a location designated by
a majority of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and
the substantive laws of the State of Texas (excluding conflict of laws
provisions) shall apply.


iv.            The arbitration hearing shall be
concluded within ten (10) days unless otherwise ordered by the arbitrators and
the written award thereon shall be made within fifteen (15) days after the
close of submission of evidence.  An
award rendered by a majority of the arbitrators appointed pursuant to this
Agreement shall be final and binding on all parties to the proceeding, shall
resolve the question of costs of the arbitrators and all related matters, and
judgment on such award may be entered and enforced by either party in any court
of competent jurisdiction.


v.             Except as set forth in Section
15.b., the parties stipulate that the provisions of this Section shall be a
complete defense to any suit, action or proceeding instituted in any federal,
state or local court or before any administrative tribunal with respect to any
controversy or dispute arising out of this Agreement or the transactions
described herein.  The arbitration provisions
hereof shall, with respect to such controversy or dispute, survive the
termination or expiration of this Agreement.


No party to an arbitration
may disclose the existence or results of any arbitration hereunder without the
prior written consent of the other parties; nor will any party to an
arbitration disclose to any third party any confidential information disclosed
by any other party to an arbitration in the course of an arbitration hereunder
without the prior written consent of such other party.


b.             Emergency Relief.  Notwithstanding anything in this Section 15
to the contrary, any party may seek from a court any provisional remedy that
may be necessary to protect any rights or property of such party pending the
establishment of the arbitral tribunal or its determination of the merits of
the controversy or to enforce a party’s rights under Section 15.


16.           Participant’s Representations.  Notwithstanding any of the provisions hereof,
the Participant hereby agrees that he will not exercise the Stock Option
granted hereby, and that the Company will not be obligated to issue any shares
to the Participant hereunder, if the exercise thereof or the issuance of such
shares shall constitute a violation by the Participant or the Company of any
provision of any law or regulation of any governmental authority.  Any determination in this connection by the
Company shall be final, binding, and conclusive.  The obligations of the Company and the rights
of the Participant are subject to all applicable laws, rules, and regulations.


17.           Investment Representation.  Unless the Common Stock is issued to him in a
transaction registered under applicable federal and state securities laws, by
his execution hereof, the Participant represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the
Participant for investment purposes for his own account and not with any intent
for resale or distribution in 



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violation of
federal or state securities laws.  Unless
the Common Stock is issued to him in a transaction registered under the
applicable federal and state securities laws, all certificates issued with
respect to the Common Stock shall bear an appropriate restrictive investment
legend and shall be held indefinitely, unless they are subsequently registered
under the applicable federal and state securities laws or the Participant
obtains an opinion of counsel, in form and substance satisfactory to the
Company and its counsel, that such registration is not required.


18.           Legend.  The following legend shall be placed on all
certificates representing Optioned Shares:


On the face of the
certificate:


“Transfer of this stock
is restricted in accordance with conditions printed on the reverse of this
certificate.”


On the reverse:


“The shares of stock
evidenced by this certificate are subject to and transferable only in
accordance with that certain EXCO Resources, Inc. 2005 Long-Term Incentive
Plan, a copy of which is on file at the principal office of the Company in
Dallas, Texas.  No transfer or pledge of
the shares evidenced hereby may be made except in accordance with and subject
to the provisions of said Plan.  By
acceptance of this certificate, any holder, transferee or pledge hereof agrees
to be bound by all of the provisions of said Plan.”


All
Optioned Shares and shares into which Optioned Shares may be converted owned by
the Participant shall be subject to the terms of this Agreement and shall be
represented by a certificate or certificates bearing the foregoing legend.


19.           [Reserved]


20.           Participant’s Acknowledgments.  The Participant acknowledges receipt of a
copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions or interpretations of
the Committee or the Board, as appropriate, upon any questions arising under
the Plan or this Agreement.


21.           Law Governing.  This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Texas (excluding any conflict of laws
rule or principle of Texas law
that might refer the governance, construction, or interpretation of this
agreement to the laws of another state).


22.           No Right to Continue Service or
Employment.  Nothing herein shall be
construed to confer upon the Participant the right to continue in the employ or
to provide services to the Company or any Subsidiary, whether as an employee or
as a consultant or as an Outside Director, or interfere with or restrict in any
way the right of the Company or any Subsidiary to discharge the Participant as
an employee, consultant or Outside Director at any time.


23.           Legal Construction.  In the event that any one or more of the
terms, provisions, or agreements that are contained in this Agreement shall be
held by a Court of competent jurisdiction to be invalid, illegal, or 



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unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement shall be
construed in all respects as if the invalid, illegal, or unenforceable term,
provision, or agreement had never been contained herein.


24.           Covenants and Agreements as
Independent Agreements. Each of the covenants and agreements that is set
forth in this Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement.  The existence of any claim or cause of action
of the Participant against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements that are set forth in this Agreement.


25.           Entire Agreement.  This Agreement together with the Plan
supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter.  All prior
negotiations and agreements between the parties with respect to the subject
matter hereof are merged into this Agreement. 
Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by
any party or by anyone acting on behalf of any party, which are not embodied in
this Agreement or the Plan and that any agreement, statement or promise that is
not contained in this Agreement or the Plan shall not be valid or binding or of
any force or effect.


26.           Parties Bound.  The terms, provisions, and agreements that
are contained in this Agreement shall apply to, be binding upon, and inure to
the benefit of the parties and their respective heirs, executors,
administrators, legal representatives, and permitted successors and assigns,
subject to the limitation on assignment expressly set forth herein.  No
person or entity shall be permitted to acquire any Optioned Shares without
first executing and delivering an agreement in the form satisfactory to the
Company making such person or entity subject to the restrictions on transfer
contained herein.


27.           Modification.  No change or modification of this Agreement
shall be valid or binding upon the parties unless the change or modification is
in writing and signed by the parties. 
Notwithstanding the preceding sentence, the Company may amend the Plan
or revoke this Stock Option to the extent permitted by the Plan.


28.           Headings.  The headings that are used in this Agreement
are used for reference and convenience purposes only and do not constitute
substantive matters to be considered in construing the terms and provisions of
this Agreement.


29.           Gender and Number.  Words of any gender used in this Agreement
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.


30.           Notice.  Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered only when actually received
by the Company or by the Participant, as the case may be, at the addresses set
forth below, or at such other addresses as they have theretofore specified by
written notice delivered in accordance herewith:



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a.             Notice
to the Company shall be addressed and delivered as follows:


	
  

  	
  EXCO Resources, Inc.

  
	
   

  	
  12377 Merit Dr.,
  Suite 1700

  
	
   

  	
  Dallas, Texas
  75251

  
	
   

  	
  Attn: Chief
  Financial Officer

  
	
   

  	
  Facsimile: (214)
  368-2087

  
	
   

  	
   

  



b.             Notice to the Participant shall be addressed and
delivered as set forth on the signature page.


31.           Tax Requirements.  The Participant is hereby advised to consult
immediately with his or her own tax advisor regarding the tax consequences of
this Agreement, the availability, method, and timing for filing an election to
include income arising from this Agreement into the Participant’s gross income
under Section 83(b) of the Code, and the tax consequences of such
election.  By execution of this
Agreement, the Participant agrees that if the Participant makes such an
election, the Participant shall provide the Company with written notice of such
election in accordance with the regulations promulgated under Code Section
83(b). The Company or, if applicable, any Subsidiary (for purposes of this Section
31, the term “Company”
shall be deemed to include any applicable Subsidiary), shall have the right to
deduct from all amounts hereunder paid in cash or other form, any Federal,
state, local, or other taxes required by law to be withheld in connection with
this Award.  The Company may, in its sole
discretion, also require the Participant receiving shares of Common Stock
issued under the Plan to pay the Company the amount of any taxes that the
Company is required to withhold in connection with the Participant’s income
arising with respect to this Award.  Such
payments shall be required to be made when requested by the Company and may be
required to be made prior to the delivery of any certificate representing
shares of Common Stock.  Such payment may
be made (i) by the delivery of cash to the Company in an amount that equals or
exceeds (to avoid the issuance of fractional shares under (iii) below) the
required tax withholding obligations of the Company; (ii) if the Company, in
its sole discretion, so consents in writing, the actual delivery by the
exercising Participant to the Company of shares of Common Stock other than (A)
Restricted Stock, (B) Callable Shares,
or (C) Common Stock that the
Participant has not acquired from the Company within six (6) months prior to
the date of exercise, which shares so delivered have an aggregate Fair Market
Value that equals or exceeds (to avoid the issuance of fractional shares under
(iii) below) the required tax withholding payment; (iii) if the Company, in its
sole discretion, so consents in writing, the Company’s withholding of a number
of shares to be delivered upon the exercise of the Stock Option other than shares
that will constitute Restricted Stock, which shares so withheld have an
aggregate fair market value that equals (but does not exceed) the required tax
withholding payment; or (iv) any combination of (i), (ii), or (iii).  The Company may, in its sole discretion,
withhold any such taxes from any other cash remuneration otherwise paid by the
Company to the Participant.


* * * * * * * *



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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Participant, to evidence his consent and
approval of all the terms hereof, has duly executed this Agreement, as of the
date specified in Section 1 hereof.


	
  

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  EXCO
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  J. Douglas
  Ramsey, Ph.D.

  	
   

  
	
   

  	
  Title:

  	
  Vice President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



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