Unassociated Document


     

    
      
        	
                GRANTEE:

              	 	 


        	 	 	 


        	AWARD
                NO. 2008- 	 	 


        	 	 	 


        	DATE
                OF GRANT:	 	 


        	 	 	 


        	NUMBER
                OF RSUs: 	 	 


      

       

    

    ZULU
      ENERGY CORP.

     

    AMENDED
      AND RESTATED

    2008
      EQUITY INCENTIVE PLAN 

     

    *        *        *

     

    FORM
      OF EXECUTIVE OFFICER 

    RESTRICTED
      STOCK UNIT AGREEMENT

     

    This
      RESTRICTED STOCK UNIT AGREEMENT, effective as of ____________, 2008 (the
“Effective Date”), is entered into by and among ZULU ENERGY CORP., a Colorado
      corporation (together with its successors and assigns, the “Company”), and
      _________ (“Grantee”).

     

    Recitals

     

    A.     
      The
      Company and Grantee entered into an employment agreement, effective as of
      _________ (the “Employment Agreement”).

     

    B.      
      Pursuant
      to the Employment Agreement, the Company agreed to credit Grantee with
      ___________ phantom stock units on the terms set forth in the Employment
      Agreement and the Company agreed to adopt a phantom stock plan with respect
      to
      such units.

     

    C.      
      The
      Company has adopted the Zulu Energy Corp. Amended and Restated 2008 Equity
      Incentive Plan (the “Plan”), which provides for Restricted Stock Units (“RSUs”)
      as opposed to phantom stock units, and the Company now desires to issue RSUs
      under the Plan to Grantee on the terms set forth in this Agreement.

     

    Agreement

     

    NOW,
      THEREFORE, intending to be legally bound hereby, the parties agree as
      follows:

     

    1.  Definitions.
      In this
      Agreement, terms with initial capitals that are not otherwise defined herein
      shall have the meanings provided in the Plan. In addition to the other terms
      that are defined herein, the following terms shall have the meanings set forth
      below:

     

    (a)  “Agreement”
      means this Restricted Stock Unit Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  “Common
      Stock” means the common stock, $.001 par value per share, of the
      Company;

     

    (c)  “Disability”
      has the meaning ascribed to that term in section 13(e) of the Employment
      Agreement; and

     

    (d)  “for
      cause” has the meaning ascribed to that term in section 13(b)(ii) of the
      Employment Agreement.

     

     

    2.  Award
      of RSUs.

     

    (a)  Pursuant
      to the Plan, and subject to the terms and conditions of this Agreement, the
      Company hereby grants to Grantee ________ RSUs as of the Effective
      Date.

     

    (b)  Each
      RSU
      represents the right to receive one share of Common Stock at the time provided
      for in this Agreement.

     

    (c)  Each
      share of Common Stock issued in settlement of an RSU shall, on the date
      delivered to Grantee pursuant to this Agreement, have been properly registered
      and qualified for immediate resale by Grantee under federal securities laws
      and
      all applicable state securities or “blue sky” laws and shall have been listed
      for trading on each stock exchange or similar market on which shares of the
      Common Stock are traded.

     

    3.  Vesting.
      The
      RSUs granted pursuant to this Agreement shall vest as follows: (i) 40% of the
      RSUs (______ RSUs) shall vest on January 1, 2009; (ii) 30% of the RSUs (_______
      RSUs) shall vest on January 1, 2010; and (iii) 30% of the RSUs (_______ RSUs)
      shall vest on January 1, 2011; provided,
      however,
      that if
      Grantee’s employment with the Company is terminated by Grantee or the Company
      for any reason (including as a result of Grantee’s death or Disability) other
      than by the Company for cause in accordance with section 13(b)(ii) of the
      Employment Agreement, all of the RSUs granted pursuant to this Agreement that
      have not vested in accordance with this Section 3 on or prior to the date of
      such termination shall immediately become vested as of the date of such
      termination; and
      provided further
      that if
      Grantee’s employment with the Company is terminated by the Company for cause in
      accordance with section 13(b)(ii) of the Employment Agreement, any RSUs that
      have not vested in accordance with this Section 3 on or prior to the date of
      such termination shall be forfeited by Grantee as of the date of such
      termination.

     

    4.  Settlement.
      Immediately upon vesting, each RSU shall become payable and shall be settled
      in
      shares of Common Stock, and a properly executed certificate or certificates
      with
      respect to which shall be issued by the Company and delivered to Grantee on
      the
      date of vesting; provided
      that if
      the Company is unable to deliver shares of Common Stock that have been fully
      registered, qualified and listed in accordance with Section 2(c) on such date,
      then the Company shall settle such RSUs in cash (based on the Fair Market Value
      of the Common Stock on the date of settlement), which shall be paid to Grantee
      on the date of vesting.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.  Dividend
      Equivalents.
      Grantee
      shall be entitled to receive cash payments (referred to as dividend equivalents)
      equal to any cash dividends and other distributions paid in cash with respect
      to
      shares of Common Stock. The amount of each dividend equivalent payment shall
      equal the per share amount of the applicable dividend or other distributions
      with respect to the Common Stock multiplied
      by
      the
      number of RSUs then outstanding under this Agreement. Each dividend equivalent
      payment shall be made to Grantee on same date that the corresponding dividend
      or
      other distribution is paid with respect to the Common Stock.

     

    6.  Adjustments
      to RSUs.
      Upon
      the occurrence of an event described in section 17 of the Plan, then appropriate
      adjustment shall in good faith be made to the number and kind of shares
      represented by the RSUs granted under this Agreement, in accordance with section
      17 of the Plan.

     

    7.  Reorganization
      and Change of Control.
      Upon
      the occurrence of a Change in Control, all of the RSUs granted pursuant to
      this
      Agreement that have not vested in accordance with Section 3 on or prior to
      the
      date of such Change in Control shall immediately become vested as of the date
      of
      such Change in Control.

     

    8.  Withholding.
      Upon
      the settlement of RSUs in accordance with this Agreement, the Company shall
      withhold from the shares of Common Stock otherwise deliverable to Grantee
      pursuant to this Agreement a number of shares of Common Stock having a Fair
      Market Value (on the date of settlement) equal to the sum of all withholding
      amounts at the highest marginal rates with respect to such settlement under
      applicable federal, state, local and other tax laws (collectively, “Withholding
      Taxes”) and shall timely remit such amounts to the proper taxing authorities.
      Upon the payment of each dividend equivalent pursuant to Section 5, the Company
      shall withhold from such amount an amount equal to the Withholding Taxes with
      respect to such payment, and shall timely remit such amounts to the proper
      taxing authorities.

     

    9.  Restrictions
      on Transferability.
      The
      RSUs granted pursuant to this Agreement may not be sold, assigned, transferred,
      exchanged, pledged, hypothecated or otherwise encumbered, except by will or
      pursuant to the laws of descent and distribution.

     

    10.  Notice.
      Any
      notice required, permitted, or desired to be given pursuant to any of the
      provisions of this Agreement shall be deemed to have been sufficiently given
      or
      served for all purposes when telecopied (if receipt is acknowledged by the
      party
      to receive such notice), when delivered by hand, or when received by registered
      or certified mail, postage prepaid, or by nationally reorganized overnight
      courier service, in each case, addressed to the party to receive such notice
      at
      the following address or any other address substituted therefor by notice
      pursuant to these provisions:

     

    
      	 	
              If
                to the Company, at:

            	
              Zulu
                Energy Corp.

            


    

    950
      17th
      Street,
      Suite 2300

    
      	 	 	
              Denver,
                Colorado 80202

            


    

    Attention:
      Chief Financial Officer

    Fax:

     

    
      	 	
              with
                a copy to:

            	
              Patton
                Boggs LLP

            


    

    
      	 	 	
              1801
                California Street, Suite 4900

            


    

    
      	 	 	
              Denver,
                CO 80202

            


    

    
      	 	 	
              Attention:
                Robert M. Bearman, Esq.

            


    

    Fax:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 If
              to the Grantee, at: 	 	
              [Insert
                name]

            	 
	 	 	 	 	 
	 	 	 	
              [Address]

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              [Fax] 

            	 


    

     

    11.  Representations.
      Grantee
      has received a copy of the Plan and has reviewed with Grantee’s own tax advisors
      the federal, state, local and foreign tax consequences of this investment and
      the transactions contemplated by this Agreement. Grantee is relying solely
      on
      such advisors and not on any statements or representations of the Company or
      any
      of its agents. Grantee understands that Grantee (and not the Company) shall
      be
      responsible for Grantee’s own tax liability that may arise as a result of the
      transactions contemplated by this Agreement.

     

    12.  Rights
      as Stockholder.
      Grantee
      shall have none of the rights and privileges of a stockholder with respect
      to
      outstanding RSUs and shall only have the rights and privileges of a stockholder
      to the extent that Grantee is issued shares of Common Stock in settlement of
      fully vested RSUs.

     

    13.  Subject
      to the Plan.
      The
      RSUs and this Agreement are subject to the terms and conditions of the Plan,
      which are incorporated herein by reference.

     

    14.  Employment.
      Neither
      the grant of RSUs pursuant to this Agreement nor any term or provision of this
      Agreement shall constitute or be evidence of any understanding, express or
      implied, on the part of the Company or any Related Company to employ Grantee
      for
      any period.

     

    15.  Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs,
      executors, administrators, successors and permitted assigns of the parties
      hereto.

     

    16.  Choice
      of Law.
      This
      Agreement shall be governed, construed and administered in accordance with
      the
      laws of the State of Colorado without giving effect to conflict of laws
      principles.

     

    17.  Severability.
      If any
      provision of this Agreement shall be held to be invalid, illegal or
      unenforceable in any material respect, such provision shall be replaced with
      a
      provision that is as close as possible in effect to such invalid, illegal or
      unenforceable provision, and still be valid, legal and enforceable, and the
      validity, legality and enforceability of the remainder of this Agreement shall
      not in any way be affected or impaired thereby.

     

    18.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original by the party executing the same but all of which
      together will constitute one and the same instrument.

     

    19.  Amendment.
      Except
      as provided herein, this Agreement may not be amended or otherwise modified
      unless evidenced in writing and signed by the Company and Grantee.
      Notwithstanding the foregoing, this Agreement may be amended in the sole
      discretion of of the Option Committee by a writing that states specifically
      that
      it is amending this Agreement if a copy of the amendment is delivered to
      Grantee; provided,
      however,
      that no
      such amendment may adversely affect the rights of Grantee without Grantee’s
      written consent.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    20.  Timing
      of RSU Settlement Payment.
      Notwithstanding any provision of this Agreement to the contrary, if Grantee
      is a
      Specified Employee (as defined below) on the date that his employment with
      the
      Company is terminated and, as a result thereof, Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”), and the rules promulgated
      thereunder would so require, any settlement of RSUs resulting from such
      termination of employment shall be made on the first day following the date
      that
      is six (6) months after the date on which his employment with the Company is
      terminated. For purposes of this Agreement, “Specified Employee” shall mean a
      key employee (as defined in Section 416(i) of the Code, without regard to
      paragraph 5 thereof) of the Company if any stock of the Company (or any entity
      with which the Company would be considered a single employer under section
      414(b) or 414(c) of the Code) is publicly traded on an established securities
      market or otherwise or such other definition as may be set forth in Section
      409A
      of the Code.

     

    21.    
      Employment
      Agreement Terms.
      Grantee
      acknowledges and agrees that this Agreement and the grant of the RSUs hereunder
      fulfill the obligations of the Company concerning the crediting of phantom
      stock
      pursuant to section 4(c) of the Employment Agreement.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company and Grantee have executed this Agreement effective
      as of the Effective Date.

     

    
      	 	 	 
	 	ZULU
              ENERGY
              CORP.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	GRANTEE
	 	 
	 	 
	 	 
	 	 


    

    
       

       

      
        
          
          

        

        
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