UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission file number: 001-34635
 PostRock Energy Corporation
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    27-0981065(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)210 Park Avenue, Suite 2750
    
    73102Oklahoma City, Oklahoma
    
    (Zip Code)(Address of Principal Executive 
Offices)
 Registrants telephone number, including area code:
(405) 600-7704
 Securities Registered Pursuant to Section 12(b) of the Exchange Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Exchange Act:
None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
   
    
    references to the recombination refer to a series of mergers and entity
conversions pursuant to which Quest Resource Corporation (now named PostRock Energy
Services Corporation) (QRCP), Quest Energy Partners, L.P. (now named PostRock
MidContinent Production, LLC) (QELP) and Quest Midstream Partners, L.P. (the
successor of which is now named PostRock Midstream, LLC) (QMLP) became wholly owned
subsidiaries of PostRock Energy Corporation; and
    
    references to we, us and our with respect to periods before the completion of
the recombination refer to the business and operations of QRCP, QELP and QMLP and their
subsidiaries on a consolidated basis, and references to PostRock, we, us and
our with respect to periods after the completion of the recombination refer to
PostRock Energy Corporation and its consolidated subsidiaries.
 i




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##### 



TABLE OF CONTENTS
 EXPLANATORY NOTE
    
    
    iPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    7ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS
    
    
    24ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    27ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    28PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    30
 ii




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##### 



PART III
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE.
 Executive Officers and Directors
  Name
    
    Age
    
    Positions HeldDavid C. Lawler
    
    
    42
    
    
    Chief Executive Officer, President and DirectorJack T. Collins
    
    
    34
    
    
    Chief Financial OfficerTom A. Saunders
    
    
    51
    
    
    Executive Vice President  New Business Development 
MidstreamDouglas K. Strickland
    
    
    57
    
    
    Executive Vice President  Exploration/GeoscienceLance J. Galvin
    
    
    51
    
    
    Vice President  Engineering and Operations  AppalachiaRichard A. Marlin
    
    
    57
    
    
    Vice President  Engineering and Operations  Mid-ContinentDavid K. Pinson
    
    
    60
    
    
    Vice President  LandStephen L. DeGiusti
    
    
    51
    
    
    General Counsel and SecretaryDavid J. Klvac
    
    
    40
    
    
    Chief Accounting OfficerGary M. Pittman
    
    
    46
    
    
    Chairman of the Board of DirectorsWilliam H. Damon III
    
    
    57
    
    
    DirectorGabriel A. Hammond
    
    
    31
    
    
    DirectorDuke R. Ligon
    
    
    68
    
    
    DirectorJ. Philip McCormick
    
    
    68
    
    
    DirectorJon H. Rateau
    
    
    54
    
    
    DirectorDaniel L. Spears
    
    
    37
    
    
    DirectorMark A. Stansberry
    
    
    54
    
    
    Director
 Mr. Lawler
 Mr. Collins
 1




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##### 



Mr. Saunders
 Mr. Strickland
 Mr. Galvin
 Mr. Marlin
 Mr. Pinson
 Mr. DeGiusti
 Mr. Klvac
 2




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##### 



Mr. Pittman
 Mr. Damon
 Mr. Hammond
 Mr. Ligon
 Mr. McCormick
 Mr. Rateau
 3




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##### 



Mr. Spears
 Mr. Stansberry The
Braking Point: Americas Energy Dreams and Global Economic Realities
  Organization of the Board of Directors
  Nominating and Corporate Governance Committee
  4




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##### 



www.pstr.com
   
    
    the name, age, contact information, business address and residence address of
the nominee and the name, contact information and address of the stockholder making the
nomination;
    
    the principal occupation or employment of the nominee;
    
    the number of shares of each class or series of our capital stock beneficially
owned by the nominee and the stockholder and the period for which those shares have
been owned; and
    
    any other information the stockholder may deem relevant to the committees
evaluation.
  Audit Committee
 www.pstr.com
 Compensation Committee
 www.pstr.com
 5




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##### 



Corporate Governance
 Board Leadership Structure
  Code of Business Conduct and Ethics
  www.pstr.com
 Accounting and Auditing Concerns
  Stockholder Communication with the Board of Directors
  Boards Role in Risk Oversight
  Section 16(a) Beneficial Ownership Reporting Compliance
  6




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##### 




    
    Richard Marlin did not timely report his disposition of 4,764 shares of QRCP
common stock to satisfy tax withholding obligations on vesting of restricted and bonus
shares.
    
    David Bolton, a former executive officer of QRCP and QEGP who resigned in
August 2009, did not timely report his disposition of 4,767 shares of QRCP common stock
to satisfy tax withholding obligations on vesting of restricted and bonus shares.
 ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
 Overview
   2010 PostRock Compensation Actions
    7




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##### 



Average
Achievement of Our Performance Goals60%
    
    
    100%
    
    
    150%Messrs. Lawler, Collins and SaundersIncentive awards percentage of base salary
    
    
    22
    %
    
    
    42
    %
    
    
    99
    %Other named executive officersIncentive awards percentage of base salary
    
    
    7
    %
    
    
    35
    %
    
    
    73.5
    %
    QRCPs Compensation Philosophy
  8




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##### 



Role of the QRCP Compensation Committee
  
    
    attract and retain well-qualified executives who would lead QRCP and achieve
superior performance;
    
    tie annual incentives to achievement of specific, measurable short-term
corporate goals; and
    
    align the interests of management with those of the stockholders to encourage
achievement of increases in stockholder value.
   Role of Management in 2009 Compensation Process
    Performance Peer Groups for 2009
  Elements of 2009 Executive Compensation Program
  9




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##### 



Base Salary :
  Management Annual Incentive Plans :
    Average
Achievement of QRCP Performance Goals60%
    
    100%
    
    150%Messrs. Lawler, LeBlanc and CollinsIncentive awards percentage of base salary
    
    
    22
    %
    
    
    42
    %
    
    
    99
    %Messrs. Marlin, Pinson and LopusIncentive awards percentage of base salary
    
    
    7
    %
    
    
    35
    %
    
    
    73.5
    %
  Average Achievement of QMGP Performance Goals60%
    
    100%
    
    150%Incentive awards percentage of base salary
    
    
    22
    %
    
    
    42
    %
    
    
    99
    %
 10




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##### 



QRCP
Bonus Plan (QELP Operations)
 Percentage of Goal Achieved50%
    
    
    100%
    
    
    150%Performance Measure and % WeightCost reduction in savings  health, safety and environment (20% in the aggregate)Number of OSHA recordable injuries (5%)
    
    
    25
    
    
    
    23
    
    
    
    20Number of vehicle incidents > $1,000 (5%)
    
    
    15
    
    
    
    13
    
    
    
    12Total reportable incident rate (5%)
    
    
    7.3
    
    
    
    6.7
    
    
    
    6.0Spill frequency (5%)
    
    
    138
    
    
    
    125
    
    
    
    113EBITDA (earnings before interest, taxes, depreciation and amortization) (20%)
    
    $
    62,550,000
    
    
    $
    69,500,000
    
    
    $
    76,450,000Lease operating expense (excluding gross production taxes and ad valorem taxes) (20%)
    
    $
    32,450,000
    
    
    $
    29,500,000
    
    
    $
    26,550,000General and administrative expense (20%)
    
    $
    10,300,000
    
    
    $
    9,400,000
    
    
    $
    8,500,000Production (20%)
    
    19.4 Bcfe
    
    
    21.5 Bcfe
    
    
    23.7 Bcfe
 QMGP
Bonus Plan (QMLP Operations)
 Percentage of Goal Achieved50%
    
    
    100%
    
    
    150%Performance Measure and % WeightCost reduction in savings  health, safety and environment (20% in the aggregate)Number of OSHA recordable injuries (5%)
    
    
    3
    
    
    
    2
    
    
    
    2Number of vehicle incidents > $1,000 (5%)
    
    
    2
    
    
    
    0
    
    
    
    0Total reportable incident rate (5%)
    
    
    1.9
    
    
    
    1.7
    
    
    
    1.6Spill frequency (5%)
    
    
    4
    
    
    
    3
    
    
    
    2EBITDA (earnings before interest, taxes, depreciation and amortization) (20%)
    
    $
    26,000,000
    
    
    $
    28,900,000
    
    
    $
    31,700,000Pipeline operating expense (excluding gross production taxes and ad valorem
taxes) (20%)
    
    $
    29,100,000
    
    
    $
    26,400,000
    
    
    $
    23,800,000General and administrative expense (20%)
    
    $
    9,190,000
    
    
    $
    8,360,000
    
    
    $
    7,520,000Throughput (20%)
    
    23.7 Bdth
    
    
    26.3 Bdth
    
    
    28.9 Bdth
  11




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##### 



Discretionary Bonuses.
   Omnibus Stock Award Plan.
   12




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##### 




    
    David Lawler: a total of 182,609 bonus shares, to vest 1/5 on
each of December 23, 2009, September 23, 2010, September 23, 2011,
September 23, 2012 and September 23, 2013;
    
    Eddie LeBlanc: a total of 121,739 bonus shares, to vest 1/4 on
each of September 23, 2010, September 23, 2011, September 23, 2012
and September 23, 2013;
    
    Jack Collins: a total of 104,348 bonus shares, to vest 1/5 on
each of December 23, 2009, September 23, 2010, September 23, 2011,
September 23, 2012 and September 23, 2013;
    
    Richard Marlin: a total of 69,565 bonus shares, to vest 1/5 on
each of December 23, 2009, September 23, 2010, September 23, 2011,
September 23, 2012 and September 23, 2013;
    
    Tom Saunders: a total of 104,348 bonus shares, to vest 1/4 on
each of September 23, 2010, September 23, 2011, September 23, 2012
and September 23, 2013; and
    
    David Pinson: a total of 52,174 bonus shares, to vest 1/4 on
each of September 23, 2010, September 23, 2011, September 23, 2012
and September 23, 2013.
  Quest Energy Partners Long Term Incentive Plan.
  
    
    David Lawler: a total of 165,268 phantom units, to vest 1/5 on
each of December 23, 2009, September 23, 2010, September 23, 2011,
September 23, 2012 and September 23, 2013;
    
    Eddie LeBlanc: a total of 110,178 phantom units, to vest 1/4
on each of September 23, 2010, September 23, 2011, September 23,
2012 and September 23, 2013;
    
    Jack Collins: a total of 94,439 phantom units, to vest 1/5 on
each of December 23, 2009, September 23, 2010, September 23, 2011,
September 23, 2012 and September 23, 2013;
    
    Richard Marlin: a total of 62,959 phantom units, to vest 1/5
on each of December 23, 2009, September 23, 2010, September 23,
2011, September 23, 2012 and September 23, 2013;
    
    Tom Saunders: a total of 94,439 phantom units, to vest 1/4 on
each of September 23, 2010, September 23, 2011, September 23, 2012
and September 23, 2013; and
    
    David Pinson: a total of 47,219 phantom units, to vest 1/4 on
each of September 23, 2010, September 23, 2011, September 23, 2012
and September 23, 2013.
  13




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##### 



QMLP Restricted Units
  
    
    David Lawler: a total of 117,158 restricted units, to vest 1/5
on each of December 23, 2009, September 23, 2010, September 23,
2011, September 23, 2012 and September 23, 2013;
    
    Eddie LeBlanc: a total of 78,106 restricted units, to vest 1/4
on each of September 23, 2010, September 23, 2011, September 23,
2012 and September 23, 2013;
    
    Jack Collins: a total of 66,948 restricted units, to vest 1/5
on each of December 23, 2009, September 23, 2010, September 23,
2011, September 23, 2012 and September 23, 2013;
    
    Richard Marlin: a total of 44,632 restricted units, to vest
1/5 on each of December 23, 2009, September 23, 2010, September 23,
2011, September 23, 2012 and September 23, 2013;
    
    Tom Saunders: a total of 66,948 restricted units, to vest 1/4
on each of September 23, 2010, September 23, 2011, September 23,
2012 and September 23, 2013; and
    
    David Pinson: a total of 33,474 restricted units, to vest 1/4
on each of September 23, 2010, September 23, 2011, September 23,
2012 and September 23, 2013.
   Benefits
  Perquisites
  14




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##### 



Compensation Recovery Policies
  Tax and Accounting Considerations
  Compensation Committee Report
  
 Executive Compensation and Other Information
   15




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##### 



Summary Compensation Table
 Non-Equity
    
    
    AllStock
    
    
    Option
    
    
    Incentive Plan
    
    
    OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus (1)
    
    
    Awards (2)
    
    
    Awards (3)
    
    
    Compensation (4)
    
    
    Compensation (5)
    
    
    TotalDavid C. Lawler(6)
    
    
    2009
    
    
    $
    400,000
    
    
    $
    76,000
    
    
    $
    661,354
    
    
    $
    
    
    
    $
    276,000
    
    
    $
    40
    
    
    $
    1,413,394President and Chief
    
    
    2008
    
    
    
    344,616
    
    
    
    413,017
    
    
    
    
    
    
    
    122,000
    
    
    
    
    
    
    
    50,205
    
    
    
    929,838Executive Officer
    
    
    2007
    
    
    
    180,692
    
    
    
    27,783
    
    
    
    926,100
    
    
    
    
    
    
    
    81,089
    
    
    
    96,040
    
    
    
    1,311,704Jack T. Collins(7)
    
    
    2009
    
    
    
    211,539
    
    
    
    77,200
    
    
    
    294,636
    
    
    
    
    
    
    
    138,000
    
    
    
    9,750
    
    
    
    731,125Chief Financial Officer
    
    
    2008
    
    
    
    152,500
    
    
    
    52,042
    
    
    
    
    
    
    
    41,000
    
    
    
    
    
    
    
    49,994
    
    
    
    295,536Tom Saunders(8)
    
    
    2009
    
    
    
    106,904
    
    
    
    73,453
    
    
    
    294,636
    
    
    
    
    
    
    
    29,809
    
    
    
    6
    
    
    
    504,808Executive Vice President 
New Business Development 
MidstreamRichard Marlin
    
    
    2009
    
    
    
    257,920
    
    
    
    54,190
    
    
    
    196,424
    
    
    
    
    
    
    
    134,118
    
    
    
    9,917
    
    
    
    652,569Vice PresidentEngineering
    
    
    2008
    
    
    
    254,486
    
    
    
    32,851
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,550
    
    
    
    298,887and OperationsMid-Continent
    
    
    2007
    
    
    
    247,865
    
    
    
    36,613
    
    
    
    411,091
    
    
    
    
    
    
    
    66,960
    
    
    
    11,300
    
    
    
    773,829David Pinson(9)
    
    
    2009
    
    
    
    44,308
    
    
    
    10,000
    
    
    
    147,318
    
    
    
    
    
    
    
    24,386
    
    
    
    
    
    
    
    226,012Vice President  LandEddie M. LeBlanc, III(10)
    
    
    2009
    
    
    
    260,481
    
    
    
    76,177
    
    
    
    343,743
    
    
    
    135,000
    
    
    
    176,267
    
    
    
    36,755
    
    
    
    1,028,423Thomas Lopus(11)
    
    
    2009
    
    
    
    223,269
    
    
    
    39,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,972
    
    
    
    270,8972008
    
    
    
    95,192
    
    
    
    10,313
    
    
    
    441,450
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    546,963
 
 (1)
    
    For 2007, includes a bonus payment to Mr. Lawler and Mr. Marlin of $1,200 and $1,500,
respectively, and productivity gain sharing bonus payments earned and paid in 2007. For 2008, includes a discretionary bonus under QRCPs 2008 Supplemental Bonus
Plan to Messrs. Collins, Marlin and Lopus based on 2008 performance and paid in 2009. In lieu
of participating in QRCPs 2008 Supplemental Bonus Plan, the QRCP compensation committee
authorized the payment of a $232,000 bonus to Mr. Lawler in November 2008 and payment of an
amount equal to $164,000 minus the amount, if any, Mr. Lawler is paid under the QRCP Bonus
Plan in 2009 for his 2008 performance, which was payable in March 2009. Amounts are exclusive
of the portion constituting a tax gross-up. In addition, for 2008, includes productivity gain sharing bonus payments earned and paid in 2008 and other miscellaneous bonuses
available to all employees totaling less than $1,500 per named executive officer. For 2009,
includes (i) discretionary bonuses based on 2009 performance, which were paid in 2009, (ii) for Messrs. Saunders and Pinson, a sign-on bonus
of $30,000 and $10,000, respectively, and  (iii) for Mr. LeBlanc, a
relocation   bonus of $39,377.(2)
    
    The amounts in this column represent the grant date fair value of QRCP, QELP and QMLP equity
awards granted in 2009, 2008 and 2007 and, for Mr. Lawler, of a Post Rock equity award granted in April 2010 based on 2009 performance,
in each case in accordance with the Financial Accounting Standards
Board Accounting Standards Codification (ASC) Topic 718. Under SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. The
grant date fair value of equity awards of PostRock, QRCP and QELP is calculated using the closing price
of PostRocks common stock, QRCPs common stock and
QELPs common units, respectively, on the date of grant. The grant date fair
value of equity awards of QMLP is calculated using the fair market value of QMLPs common
units on the date of grant, as determined by the QMGP board of directors. For the PostRock award to Mr. Lawler in 2010, the grant date fair value
per share was $8.75. For QRCP stock
awards, grant date fair values per share were $8.71, $7.50 and $0.38 for the 2007, 2008 and
2009 grants, respectively. For QELP unit awards, grant date fair value per unit was $1.35 for
the 2009 grants. For QMLP unit awards, grant date fair value per unit was $1.90 for the 2009
grant. For additional information, see Notes 6 and 10 to our consolidated financial
statements in our annual report on Form 10-K for the year ended December 31, 2009. For additional
information related to the 2010 award to Mr. Lawler, see Compensation Discussion and Analysis  Elements of 2009
Executive Compensation Program  Management Incentive Plans. These
amounts do not correspond to the actual value that will be recognized by the executive.(3)
    
    The amounts in this column represent the grant date fair value of QRCP stock options granted
in 2009 and 2008, in accordance with ASC Topic 718. Under SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. For
additional information, see Note 10 to our consolidated financial statements in our annual
report on Form 10-K for the year ended December 31, 2009. These amounts do not correspond to
the actual value that may be recognized by the executive.(4)
    
    Represents the QRCP or QMGP Management Incentive Plan awards earned for 2007, 2008 and 2009,
respectively. 16




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##### 



(5)
    
    Includes for 2009 matching contribution under the 401(k)
savings plan, life insurance premiums and perquisites and personal benefits if $10,000 or more for the year. Perquisites and
personal benefits for Mr. LeBlanc for 2009 consist of expenses related to relocation
($20,624), temporary housing ($14,535),  parking and gym membership. Salary
shown above has not been reduced by pre-tax contributions to the company-sponsored 401(k)
savings plan. For 2009, QRCP made matching contributions to Messrs. Collins, Marlin  and Lopus. Messrs. Lawler,
LeBlanc, Saunders and Pinson did not participate in the 401(k) savings plan in 2009.(6)
    
    Mr. Lawlers employment with the Quest entities commenced in May 2007.(7)
    
    Mr. Collins employment with the Quest entities commenced in December 2007.(8)
    
    Mr. Saunders employment with the Quest entities commenced in July 2009.(9)
    
    Mr. Pinsons employment with the Quest entities commenced in October 2009.(10)
    
    Mr. LeBlanc resigned as our chief financial officer effective March 26, 2010. His employment
with the Quest entities commenced in January 2009.(11)
    
    Mr. Lopuss employment with the Quest entities commenced in July 2008, and he resigned
effective November 30, 2009. Grants of Plan-Based Awards in 2009
  Grants of Plan-Based Awards in 2009
 All other
    
    
    All otherstock
    
    
    option
    
    
    Exerciseawards:
    
    
    awards:
    
    
    or base
    
    
    Grant dateEstimated future payouts under
    
    
    Number of
    
    
    Number of
    
    
    price of
    
    
    fair valuenon-equity incentive plan awards
    
    
    shares of
    
    
    securities
    
    
    option
    
    
    of stockThreshold
    
    
    Target
    
    
    Maximum
    
    
    stock or
    
    
    underlying
    
    
    awards
    
    
    and optionName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    units (#)
    
    
    options (#)
    
    
    ($/Sh)
    
    
    awards(1)David C. Lawler
    
    
    
    (2)
    
    $
    88,000
    
    
    $
    168,000
    
    
    $
    396,00012/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,609
    QRCP
    
    
    
    
    
    
    
    
    
    $
    69,39112/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,268
    QELP
    
    
    
    
    
    
    
    
    
    
    223,11112/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117,158
    QMLP
    
    
    
    
    
    
    
    
    
    
    223,111Jack T. Collins
    
    
    
    (2)
    
    
    50,600
    
    
    
    96,600
    
    
    
    227,70012/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,348
    QRCP
    
    
    
    
    
    
    
    
    
    
    39,65212/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,439
    QELP
    
    
    
    
    
    
    
    
    
    
    127,49212/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,948
    QMLP
    
    
    
    
    
    
    
    
    
    
    127,492Tom Saunders
    
    
    
    (2)
    
    
    23,375
    
    
    
    44,625
    
    
    
    105,18812/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,348
    QRCP
    
    
    
    
    
    
    
    
    
    
    39,65212/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,439
    QELP
    
    
    
    
    
    
    
    
    
    
    127,49212/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,948
    QMLP
    
    
    
    
    
    
    
    
    
    
    127,492Richard Marlin
    
    
    
    (2)
    
    
    18,054
    
    
    
    69,638
    
    
    
    189,57112/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,565
    QRCP
    
    
    
    
    
    
    
    
    
    
    26,43512/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,959
    QELP
    
    
    
    
    
    
    
    
    
    
    84,99512/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,632
    QMLP
    
    
    
    
    
    
    
    
    
    
    84,995David Pinson
    
    
    
    (2)
    
    
    2,800
    
    
    
    10,800
    
    
    
    29,40012/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,174
    QRCP
    
    
    
    
    
    
    
    
    
    
    19,82612/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,219
    QELP
    
    
    
    
    
    
    
    
    
    
    63,74612/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,474
    QMLP
    
    
    
    
    
    
    
    
    
    
    63,746Eddie M. LeBlanc, III
    
    
    
    (2)
    
    
    66,000
    
    
    
    126,000
    
    
    
    297,00001/12/09

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    QRCP
    
    $
    0.62
    
    
    
    135,00012/07/09
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,739
    QRCP
    
    
    
    
    
    
    
    
    
    
    46,26112/07/09
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,178
    QELP
    
    
    
    
    
    
    
    
    
    
    148,74112/07/09
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,106
    QMLP
    
    
    
    
    
    
    
    
    
    
    148,741Thomas Lopus
    
    
    
    (2)
    
    
    14,413
    
    
    
    72,064
    
    
    
    151,335
 
 (1)
    
    The amounts in this column represent the grant date fair value of QRCP, QELP and QMLP
equity awards granted in 2009 in accordance with ASC Topic 718. For additional information,
see footnotes (1) and (2) to the Summary Compensation Table above and Notes 6 and 10 to our
consolidated financial statements in our annual report on Form 10-K for the year ended
December 31, 2009. These amounts do not correspond to the actual value that will be
recognized by the executive. 17




---



##### 



(2)
    
    Represents an award under the QRCP or QMGP Management Incentive Plan for 2009. In February
2010, the QRCP Compensation Committee determined the amount of the award payable for 2009
based upon 2009 performance. The amounts for Messrs. LeBlanc, Lopus and Pinson under the QRCP
Bonus Plan and for Mr. Saunders under the QMGP Bonus Plan are based on their prorated service
during 2009. These awards were determined by certain performance criteria established by the
QRCP Compensation Committee during the first quarter of 2009. The QRCP Bonus Plan and the
QMGP Bonus Plan were terminated in connection with the recombination. For additional
information about the QRCP Bonus Plan and the QMGP Bonus Plan, see Compensation Discussion
and AnalysisElements of 2009 Executive Compensation ProgramManagement Annual
Incentive Plans.(3)
    
    On December 7, 2009, certain key employees of QRCP were granted equity awards under the 2005
Omnibus Stock Award Plan. Under this grant, Mr. Lawler received 182,609 bonus shares, Mr.
Collins received 104,348 bonus shares, Mr. Saunders received 104,348 bonus shares, Mr. Marlin
received 69,565 bonus shares, Mr. Pinson received 52,174 bonus shares and Mr. LeBlanc received
121,739 bonus shares. For employees with less than 18 months of service with QRCP as of the
date of the grant, the awards vest in increments of 25% over a period of four years beginning
on September 23, 2010 and annually thereafter on September 23 of 2011, 2012 and 2013. For
employees with greater than 18 months of service with QRCP as of the date of the grant, the
awards vest in increments of 20%, with 20% vesting on December 23, 2009 and the balance of the
award vesting over a period of four years beginning on September 23, 2010. Of the named
executive officers, only Messrs. Lawler, Collins and Marlin had greater than 18 months of
service and had awards that vested on December 23, 2009. Vested awards were converted into
shares of PostRock common stock upon effectiveness of the recombination, and unvested awards
were converted in the recombination into a PostRock restricted share award.(4)
    
    On December 7, 2009, certain key employees of QELP were granted equity awards under the Quest
Energy Partners, L.P. Long-Term Incentive Plan. Under this grant, Mr. Lawler received 165,268
phantom units, Mr. Collins received 94,439 phantom units, Mr. Saunders received 94,439 phantom
units, Mr. Marlin received 62,959 phantom units, Mr. Pinson received 47,219 phantom units and
Mr. LeBlanc received 110,178 phantom units. For employees with less than 18 months of service
with QELP as of the date of the grant, the awards vest in increments of 25% over a period of
four years beginning on September 23, 2010 and annually thereafter on September 23 of 2011,
2012 and 2013. For employees with greater than 18 months of service with QELP as of the date
of the grant, the awards vest in increments of 20%, with 20% vesting on December 23, 2009 and
the balance of the award vesting over a period of four years beginning on September 23, 2010.
Of the named executive officers, only Messrs. Lawler, Collins and Marlin had greater than 18
months of service and had awards that vested on December 23, 2009. Vested awards were
converted into shares of PostRock common stock upon effectiveness of the recombination, and
unvested awards were converted in the recombination into a PostRock restricted share award.(5)
    
    On December 7, 2009, certain key employees of QMLP were granted equity awards under
individual award agreements. Under this grant, Mr. Lawler received 117,158 restricted units,
Mr. Collins received 66,948 restricted units, Mr. Saunders received 66,948 restricted units,
Mr. Marlin received 44,632 restricted units, Mr. Pinson received 33,474 restricted units and
Mr. LeBlanc received 78,106 restricted units. For employees with less than 18 months of
service with QMLP as of the date of the grant, the awards vest in increments of 25% over a
period of four years beginning on September 23, 2010 and annually thereafter on September 23
of 2011, 2012 and 2013. For employees with greater than 18 months of service with QMLP as of
the date of the grant, the awards vest in increments of 20%, with 20% vesting on December 23,
2009 and the balance of the award vesting over a period of four years beginning on September
23, 2010. Of the named executive officers, only Messrs. Lawler, Collins and Marlin had
greater than 18 months of service and had awards that vested on December 23, 2009. Vested
awards were converted into shares of PostRock common stock upon effectiveness of the
recombination, and unvested awards were converted in the recombination into a PostRock
restricted share award. Equity Awards Outstanding at Fiscal Year-End 2009
  18




---



##### 



Option Awards (1)
    
    Stock AwardsNumber of
    
    Number ofSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market valueUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    shares or
    
    
    of shares orUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    units that
    
    
    units thatOptions
    
    Options (#)
    
    Exercise
    
    Expiration
    
    have not
    
    
    have not(#) Exercisable
    
    Unexercisable
    
    Price ($)
    
    Date
    
    vested
    
    
    vestedDavid C. Lawler
    
    
    200,000
    
    
    
    
    
    
    $
    0.71
    
    
    
    10/20/18
    
    
    
    30,000
    (2)
    
$
    17,400
    QRCP146,087
    (3)
    
$
    84,730
    QRCP132,214
    (3)
    
    $
    321,280
    QELP93,724
    (3)
    
    $
    308,071
    QMLPJack T. Collins
    
    
    100,000
    
    
    
    
    
    
    $
    0.48
    
    
    
    10/23/18
    
    
    
    20,000
    (4)
    
    $
    11,600
    QRCP83,478
    (3)
    
    $
    48,417
    QRCP75,551
    (3)
    
    $
    183,589
    QELP53,556
    (3)
    
    $
    176,039
    QMLPTom Saunders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104,348
    (3)
    
    $
    60,522
    QRCP94,439
    (3)
    
    $
    229,487
    QELP66,948
    (3)
    
    $
    220,058
    QMLPRichard Marlin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,688
    (5)
    
    $
    9,099
    QRCP55,652
    (3)
    
    $
    32,278
    QRCP50,367
    (3)
    
    $
    122,392
    QELP35,704
    (3)
    
    $
    117,359
    QMLPDave Pinson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,174
    (3)
    
    $
    30,261
    QRCP47,219
    (3)
    
    $
    114,742
    QELP33,474
    (3)
    
    $
    110,029
    QMLPEddie M. LeBlanc, III
    
    
    100,000
    
    
    
    200,000
    (6)
    
    $
    0.62
    
    
    
    01/12/19
    
    
    
    121,739
    (7)
    
    $
    70,609
    QRCP110,178
    (7)
    
    $
    267,733
    QELP78,106
    (7)
    
    $
    256,734
    QMLPThomas Lopus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
 
 (1)
    
    All option awards reflected are for the purchase of QRCP common stock. Each such option was
assumed by PostRock and converted in the recombination into an option to purchase the number
of whole shares of PostRock common stock equal to the product (rounded down to the nearest
whole share) of (a) the number of shares of QRCP common stock subject to such option
immediately prior to the consummation of the recombination and (b) the QRCP exchange ratio, at
an exercise price per share equal to the quotient (rounded up to the nearest whole cent)
obtained from dividing (c) the exercise price for each such share of QRCP common stock subject
to such option by (d) the QRCP exchange ratio, and otherwise on the same terms and conditions
as applied to each such option immediately prior to such consummation.(2)
    
    Restricted shares of QRCP common stock that were to vest on May 1, 2010, the
vesting of which was accelerated as a result of the recombination.(3)
    
    Each award of bonus shares of QRCP common stock, QELP phantom units or QMLP restricted units,
respectively, vests as to one quarter on each of September 23, 2010, 2011, 2012 and 2013.(4)
    
    Restricted shares of QRCP stock that were to vest on December 3, 2010, the
vesting of which was accelerated as a result of the recombination.(5)
    
    Restricted shares of QRCP stock that were to vest on March 16, 2010, the
vesting of which was accelerated as a result of recombination.(6)
    
    Includes 100,000 options that were to vest on each of January 9, 2010 and 2011. Due to Mr.
LeBlancs resignation on March 26, 2010, his right to exercise vested options will expire 90
days after his resignation, or on June 24, 2010, and the unvested portion of his option grant
was forfeited. (7)
    
    The unvested portion of these awards was forfeited in connection
with Mr. LeBlancs resignation from PostRock in March 2010. 19




---



##### 



Stock Vested in 2009
  Stock AwardsNumber of shares orunits acquired
    
    Value realized onName
    
    on vesting (#)
    
    vesting ($)David C. Lawler
    
    
    66,522
    
    
    34,878QRCP33,054
    
    
    77,016QELP23,434
    
    
    77,028
QMLPJack T. Collins
    
    
    40,870
    
    
    19,731
QRCP18,888
    
    
    44,009
QELP13,392
    
    
    44,020QMLPTom Saunders
    
    
    
    
    
    
    Richard Marlin
    
    
    29,601
    
    
    12,252QRCP12,592
    
    
    29,339QELP8,928
    
    
    29,346QMLPDavid Pinson
    
    
    
    
    
    
    Eddie M. LeBlanc, III
    
    
    
    
    
    
    Thomas Lopus
    
    
    15,000
    
    
    4,500
    QRCP
  Director Compensation
 Standard PostRock Non-employee Director Compensation
  2009 Director Compensation Table
  20




---



##### 



Fees earned or
    
    Stock AwardsName
    
    paid in cash ($)
    
    ($)
    
    Total ($)QRCP Directors
Jon Rateau
    
    $
    167,083
    
    
    
    
    
    
    $
    167,083William H. Damon
    
    $
    150,335
    
    
    
    
    
    
    $
    150,335QEGP Directors
Gary M. Pittman
    
    $
    148,354
    
    
    
    
    
    
    $
    148,354Mark Stansberry
    
    $
    123,083
    
    
    
    
    
    
    $
    123,083J. Philip McCormick
    
    $
    127,604
    
    
    
    
    
    
    $
    127,604QMGP Directors
Gabriel Hammond
    
    
    
    
    
    
    
    
    
    
    Duke R. Ligon
    
    $
    89,500
    
    
    
    
    
    
    $
    89,500Daniel Spears
    
    
    
    
    
    
    
    
    
    
    
  QRCP Stock
    
    QELP Phantom
    
    QMLP RestrictedName
    
    Awards
    
    Unit Awards
    
    Unit Awards
    
    QRCP OptionsQRCP Directors
Jon Rateau
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000William Damon
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000QEGP Directors
Gary M. Pittman
    
    
    
    
    
    
    7,500
    
    
    
    
    
    
    
    Mark Stansberry
    
    
    
    
    
    
    7,500
    
    
    
    
    
    
    
    J. Philip McCormick
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    QMGP Directors
Daniel Spears
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Duke R. Ligon
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    
    Gabriel Hammond
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Employment Contracts
  21




---



##### 



Expiration ofName
    
    Position
    
    Initial Term
    
    Base SalaryDavid Lawler
    
    Chief Executive Officer and President
    
    August 2011
    
    $
    400,000Jack Collins
    
    Chief Financial Officer
    
    August 2011
    
    $
    230,000Richard Marlin
    
    Vice President 
Engineering and
Operations
Mid-Continent
    
    March 2011
    
    $
    248,000
  
    
    the executive will receive his base salary for the remainder of the term,
    
    we will pay the executives health insurance premium payments for the duration
of the COBRA continuation period (18 months) or until he becomes eligible for health
insurance with a different employer,
    
    the executive will receive his pro rata portion of any annual bonus and other
incentive compensation to which he would have been entitled; and
    
    his unvested shares of restricted stock will vest (which vesting may be
deferred for six months if necessary to comply with Section 409A of the Internal
Revenue Code).
  
    
    our failure to pay the executives salary or annual bonus in accordance with
the terms of the agreement (unless the payment is not material and is being contested
by us in good faith);
    
    if we require the executive to be based anywhere other than Oklahoma City,
Oklahoma;
    
    a substantial or material reduction in the executives duties or
responsibilities; or
    
    the executive no longer has the title specified above (though in the case of
Mr. Collins, Good Reason does not apply in the situation where he no longer holds the
interim chief financial officer position as long as he continues to have a title,
position and duties not materially less than those of executive vice president
finance/corporate development).
  
    
    any act or omission by the executive that constitutes gross negligence or
willful misconduct;
    
    theft, dishonest acts or breach of fiduciary duty that materially enrich the
executive or materially damage us or conviction of a felony,
    
    any conflict of interest, except those consented to in writing by the PostRock
board of directors;
    
    any material failure by the executive to observe PostRocks work rules,
policies or procedures;
    
    failure or refusal by the executive to perform his duties and responsibilities
required under the employment agreements, or to carry out reasonable instruction, to
PostRocks satisfaction;
    
    any conduct that is materially detrimental to our operations, financial
condition or reputation; or
    
    any material breach of the employment agreement by the executive.
 22




---



##### 




    
    the acquisition by any person or group of our common stock that, together with
shares of common stock held by such person or group, constitutes more than 50% of the
total voting power of our common stock;
    
    any person or group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or group) ownership of our
common stock possessing 35% or more of the total voting power of our common stock;
    
    a majority of members of our board of directors being replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of our board of directors prior to the date of the appointment
or election; or
    
    any person or group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such person or group) assets from us that
have a total gross fair market value equal to or more than 40% of the total gross fair
market value of all of our assets immediately prior to the acquisition or acquisitions.
      Unvested EquityName
    
    Base Salary(1)
    
    Compensation(2)
    
    Bonus(3)
    
    Benefits(4)
    
    TotalDavid C. Lawler
    
    $
    657,534
    
    
    $
    731,481
    
    
    $
    276,000
    
    
    $
    17,322
    
    
    $
    1,682,337Jack T. Collins
    
    $
    378,082
    
    
    $
    419,645
    
    
    $
    138,000
    
    
    $
    17,322
    
    
    $
    953,049Richard Marlin
    
    $
    302,356
    
    
    $
    281,128
    
    
    $
    134,118
    
    
    $
    12,264
    
    
    $
    729,866Eddie M. LeBlanc, III
    
    $
    880,274
    
    
    $
    595,076
    
    
    $
    176,267
    
    
    $
    12,264
    
    
    $
    1,663,881
 
 (1)
    
    Assumes full amount of remaining base salary payable under the agreement as of December 31, 2009 is paid (with no
renewal of the term of the agreement). Actual amounts may be less. 23




---



##### 



(2)
    
    For purposes of this table, we have used the number of unvested stock and unit awards and stock options as of December
31, 2009. Market value is based on the closing market price of QRCPs common stock and QELPs common units on December
31, 2009 ($0.58 a share and $2.43 a unit, respectively) and the fair market value of QMLPs common units (as determined
by the QMGP board of directors) on December 31, 2009 ($3.287 a unit). Assumes all such equity awards remain unvested
on the date of termination. No value was assigned to unvested stock options since the exercise price exceeded the
stock price on December 31, 2009.(3)
    
    Represents target amounts payable under the QRCP Bonus Plan for 2009. Assumes a full years bonus (i.e., if employment
were terminated on December 31 of the year). Actual payment would be pro-rated based on the number of days in the year
during which the executive was employed.(4)
    
    Represents 18 months of insurance premiums at rates in effect as of December 31, 2009. Executive Officer Separations
   Compensation Committee Interlocks and Insider Participation
   ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
   24




---



##### 



Beneficial Ownership of PostRock Energy Corporation
 Number of SharesName and Address of Beneficial Owner
    
    Beneficially Owned
    
    Percentage of ClassSteelPath Capital Management LLC(1)
2100 McKinney Avenue 14th Floor
Dallas, TX 75201
    
    
    999,420
    
    
    
    12.4
    %Swank Capital,
LLC(2) 3300 Oak Lawn
Avenue, Suite 650 Dallas, TX 75219
    
    
    741,653
    
    
    
    9.2
    %Tortoise Capital Resources
Corporation(3) 11550 Ash Street
Suite 300 Leawood, KS 66211
    
    
    479,000
    
    
    
    6.0
    %Tortoise North American Energy
Corporation(3)11550 Ash Street
Suite 300 Leawood, KS 66211
    
    
    188,600
    
    
    
    2.3
    %Jack T. Collins(4)
    
    
    16,577
    
    
    
    
    *William H. Damon III(5)
    
    
    2,013
    
    
    
    
    *Gabriel A. Hammond(1)
    
    
    999,420
    
    
    
    12.4
    %David C. Lawler(6)
    
    
    26,030
    
    
    
    
    *Duke R. Ligon
    
    
    3,117
    
    
    
    
    *Richard Marlin(7)
    
    
    8,305
    
    
    
    
    *J. Philip McCormick
    
    
    
    
    
    
    
    *David Pinson(8)
    
    
    
    
    
    
    
    *Gary M. Pittman
    
    
    4,289
    
    
    
    
    *Jon H. Rateau(9)
    
    
    2,588
    
    
    
    
    *Daniel L. Spears(2)
    
    
    241,121
    
    
    
    3.0
    %Tom A. Saunders(10)
    
    
    
    
    
    
    
    *Mark A. Stansberry
    
    
    4,289
    
    
    
    
    *Eddie M. LeBlanc, III(11)
    
    
    5,750
    
    
    
    
    *Thomas Lopus(12)
    
    
    863
    
    
    
    
    *All current directors and executive
officers as a group (17 persons)
    
    
    1,307,761
    
    
    
    16.2
    %
 
 *
    
    Less than 1%(1)
    
    Includes (i) 791,633 shares owned by Alerian Opportunity Partners IV, LP (AOP IV), (ii)
142,334 shares owned by Alerian Opportunity Partners IX, L.P. (AOP IX), (iii) 49,869 shares
owned by Alerian Capital Partners LP (Capital Partners) and (iv) 15,584 shares owned by
Alerian Focus Partners LP (Focus Partners and, together with AOP IV, AOP IX and Capital
Partners, the Alerian Funds). SteelPath Capital Management LLC (SCM), serves as the
investment manager of each of the Alerian Funds and may direct the vote and/or disposition of
the shares held by the Alerian Funds. Mr. Gabriel Hammond controls each of 25




---



##### 



the general partners of the Alerian Funds and SCM, and may direct the vote and/or disposition of the
shares held by each of the Alerian Funds. Mr. Hammond disclaims beneficial ownership of the
shares held by AOP IV, AOP IX, Capital Partners and Focus Partners, except to the extent of
his pecuniary interest.(2)
    
    Cushing MLP Opportunity Fund I, LP holds 437,113 shares of common stock and may be deemed to
have shared voting and dispositive powers over such shares. Each of Swank Advisors (as
investment advisor to Cushing MLP Opportunity Fund I, LP and other holders of common stock),
Swank Capital (as general partner of Swank Advisors), and Mr. Jerry V. Swank (as the
principal of Swank Capital) may share the power to direct the voting or disposition of
741,653 shares of common stock (including the shares held by Cushing MLP Opportunity Fund I,
LP and other holders of common stock for which Swank Advisors serves as investment advisor).
Swank MLP Convergence Fund, LP directly owns 241,121 shares of PostRock common stock. Mr.
Spears is the portfolio manager of Swank MLP Convergence Fund, LP and may be deemed to be the
beneficial owner of the shares held by Swank MLP Convergence Fund, LP. Mr. Spears disclaims
beneficial ownership of such shares except to the extent of his pecuniary interest therein.(3)
    
    Tortoise Capital Advisors, L.L.C. (TCA) serves as the investment advisor to Tortoise
Capital Resources Corporation (TTO), which owns 479,000 shares, and to Tortoise North
American Energy Corporation (TYN), which owns 188,600 shares. Pursuant to an Investment
Advisory Agreement entered into with each of TTO and TYN, TCA holds sole voting and
dispositive power with respect to the shares held by the these companies; however, each of
these companies has the right to acquire investment and voting power through termination of
their Investment Advisory Agreement with TCA. The investment committee of TCA is responsible
for the investment management of each of TTOs and TYNs portfolio. The investment committee
is comprised of H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, Terry C. Matlack and
David J. Schulte. None of the securities listed above are owned of record by TCA, and TCA
disclaims any beneficial interest in such securities.(4)
    
    Includes options to acquire 5,750 shares of our common stock that are immediately
exercisable. In addition, Mr. Collins is entitled to receive 47,998 restricted shares upon
satisfaction of certain vesting requirements. Mr. Collins does not have the ability to vote
or dispose of these restricted shares.(5)
    
    Includes options to acquire 575 shares of our common stock that are immediately exercisable.(6)
    
    Includes options to acquire 11,500 shares of our common stock that are immediately
exercisable. In addition, Mr. Lawler is entitled to receive 83,997 restricted shares upon
satisfaction of certain vesting requirements. Mr. Lawler does not have the ability to vote or
dispose of these restricted shares.(7)
    
    In addition, Mr. Marlin is entitled to receive 31,997 restricted shares upon satisfaction of
certain vesting requirements. Mr. Marlin does not have the ability to vote or dispose of
these restricted shares.(8)
    
    Mr. Pinson is entitled to receive 29,999 restricted shares upon satisfaction of certain
vesting requirements. Mr. Pinson does not have the ability to vote or dispose of these
restricted shares.(9)
    
    Includes options to acquire 1,725 shares of our common stock that are immediately exercisable.(10)
    
    Mr. Saunders is entitled to receive 60,000 restricted shares upon satisfaction of certain
vesting requirements. Mr. Saunders does not have the ability to vote or dispose of these
restricted shares.(11)
    
    Mr. LeBlanc resigned effective March 26, 2010. Consists solely of shares issuable to Mr.
LeBlanc upon exercise of options that are exercisable within 60 days. The right to exercise
such options will expire on June 24, 2010.(12)
    
    Mr. Lopus resigned effective November 30, 2009. Equity Compensation Plans
  26




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##### 



Equity Compensation Plan Information
 Number ofsecurities to be
    
    
    
    
    
    
    Number ofissued upon
    
    
    Weighted average
    
    
    securitiesexercise of
    
    
    exercise price of
    
    
    remaining availableoutstanding
    
    
    outstanding
    
    
    for future issuanceoptions, warrants
    
    
    options, warrants
    
    
    under equityPlan category(1)
    
    and rights
    
    
    and rights
    
    
    compensation plansEquity compensation plans approved by security holders(2)
    
    
    
    
    
    $
    
    
    
    
    850,000
    (3)Equity compensation plans not approved by security holders
    
    
    
    
    
    $
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    850,000
 
 (1)
    
    Excludes options to purchase 38,525 shares of our common stock, at a weighted average
exercise price of $27.95, and 59,575 shares of our common stock to be issued upon the vesting
of bonus shares, in each case granted under equity compensation plans of QRCP assumed in
connection with the recombination. Also excludes (i) 268,192 shares of our common stock to be
issued upon the vesting of phantom units granted under equity compensation plans of QELP
assumed in connection with the recombination and (ii) 268,155 shares of our common stock to be
issued upon the vesting of bonus units granted under equity compensation plans of QMLP assumed
in connection with the recombination. Upon consummation of the recombination, all outstanding
options to purchase QRCP common stock were converted into options to purchase our common
stock, and outstanding QRCP bonus share awards, QELP phantom awards and QMLP bonus units were
converted into awards to be paid or settled in our common stock. No additional awards may be
granted under the QRCP, QELP or QMLP equity plans assumed by us in the recombination.(2)
    
    Consists of our 2010 Long-Term Incentive Plan.(3)
    
    As of March 31, 2010, 850,000 shares remained available for issuance under the 2010 Long-Term
Incentive Plan with respect to awards and could be issued in the form of stock options, stock
appreciation rights, stock awards and stock units. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Related Transactions
 Agency Agreement
 Registration Rights Agreement
  27




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##### 



Policy Regarding Transactions with Related Persons
  Director Independence
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 Audit and Non-Audit Fees
  28




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##### 



Fee Category
    
    2009
    
    
    2008Audit Fees (1)
    
    $
    2,731,551
    
    
    $
    514,593Audit-related Fees (2)
    
    $
    
    
    
    $
    316,561Tax Fees (3)
    
    $
    
    
    
    $
    174,195All Other Fees
    
    $
    
    
    
    $
    Total
    
    $
    2,731,551
    
    
    $
    1,005,349
 
 (1)
    
    Audit Fees include fees billed for services performed to comply with Generally
Accepted Auditing Standards (GAAS), including the recurring audit of our consolidated
financial statements for such period included in the Annual Report on Form 10-K and for
the reviews of the consolidated quarterly financial statements included in the Quarterly
Reports on Form 10-Q filed with the SEC. Included in these fees are
costs related to the restatement and reaudit of the consolidated
financial statements included in the annual report on Form 10-K. This category also includes fees for audits
provided in connection with statutory filings or procedures related to the audit of income
tax provisions and related reserves, consents, assistance with and review of documents
filed with the SEC and comfort letters. During 2008, UHY LLP billed us $215,327 for audit
fees. During 2009 Murrell, Hall, McIntosh & Co. PLLP and Eide Bailly LLP did not bill us
for audit fees.(2)
    
    Audit-Related Fees include fees for services associated with assurance and reasonably
related to the performance of the audit or review of our financial statements. This
category includes fees related to assistance in financial due diligence related to mergers
and acquisitions, consultations regarding GAAP, reviews and evaluations of the impact of
new regulatory pronouncements, general assistance with implementation of Sarbanes-Oxley Act
of 2002 requirements and audit services not required by statute or regulation. This
category also includes audits of pension and other employee benefit plans, as well as the
review of information systems and general internal controls unrelated to the audit of the
financial statements. During 2008  and 2009, UHY LLP did not bill us any amount for audit-related fees.(3)
    
    Tax fees consist of fees related to the preparation and review of our federal and state
income tax returns and tax consulting services. During 2008 and 2009,
UHY LLP did not bill us
any amount for tax fees.   29




---



##### 



PART IV
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 (a)(1) (2) Financial Statements
 (a)(3) Index to Exhibits.
 30




---



##### 



SIGNATURES
 th
 POSTROCK ENERGY CORPORATION/s/ David C. LawlerDavid C. LawlerChief Executive Officer and President  Name
    
    Capacity
    
    Date/s/ David C. Lawler

David C. Lawler
    
    Chief Executive Officer and President and
Director (Principal Executive Officer)
    
    April 28, 2010/s/ Jack T. Collins

Jack T. Collins
    
    Chief Financial Officer (Principal
Financial Officer)
    
    April 28, 2010/s/ David J. Klvac

David J. Klvac
    
    Chief Accounting Officer (Principal
Accounting Officer)
    
    April 28, 2010*
    
    Chairman of the Board
    
    April 28, 2010Gary M. Pittman*
    
    Director
    
    April 28, 2010William H. Damon III*
    
    Director
    
    April 28, 2010Gabriel A. Hammond*
    
    Director
    
    April 28, 2010Duke R. Ligon*
    
    Director
    
    April 28, 2010J. Philip McCormick*
    
    Director
    
    April 28, 2010John H. Rateau*
    
    Director
    
    April 28, 2010Daniel L. Spears*
    
    Director
    
    April 28, 2010Mark A. Stansberry
 
 *By:
    
    /s/ David C. Lawler

David C. Lawler
    
    
    
    April 28, 2010Attorney-in-fact




---



##### 



INDEX TO EXHIBITS
 ExhibitNo.
    
    Description2.1*
    
    Agreement and Plan of Merger, dated as of July
2, 2009, by and among PostRock Energy
Corporation (PostRock), Quest Resource
Corporation (QRCP), Quest Midstream
Partners, L.P., Quest Energy Partners, L.P.,
Quest Midstream GP, LLC, Quest Energy GP, LLC,
Quest Resource Acquisition Corp., Quest Energy
Acquisition, LLC, Quest Midstream Holdings
Corp. and Quest Midstream Acquisition, LLC
(incorporated herein by reference to Exhibit
2.1 to QRCPs Current Report on Form 8-K filed
on July 7, 2009).2.2*
    
    First Amendment, dated as of October 2, 2009,
to the Agreement and Plan of Merger, dated as
of July 2, 2009 by and among PostRock, QRCP,
Quest Midstream Partners, L.P., Quest Energy
Partners, L.P., Quest Midstream GP, LLC, Quest
Energy GP, LLC, Quest Resource Acquisition
Corp., Quest Energy Acquisition, LLC, Quest
Midstream Holdings Corp. and Quest Midstream
Acquisition, LLC (incorporated herein by
reference to Exhibit 2.1 to QRCPs Current
Report on Form 8-K filed on October 8, 2009).3.1*
    
    Restated Certificate of Incorporation of
PostRock (incorporated herein by reference to
Exhibit 3.1 to PostRocks Current Report on
Form 8-K filed on March 10, 2010).3.2*
    
    Bylaws of PostRock (incorporated herein by
reference to Exhibit 3.2 to PostRocks Current
Report on Form 8-K filed on March 10, 2010).4.1*
    
    Specimen of certificate for shares of Common
Stock of PostRock (incorporated herein by
reference to Exhibit 4.1 to Amendment No. 1 to
PostRocks Registration Statement on Form S-4
filed on December 17, 2009, Registration No.
333-162366 (the Form S-4).10.1*
    
    Registration Rights Agreement dated March 5,
2010, between PostRock Energy Corporation,
Alerian Opportunity Partners IV, LP, Alerian
Opportunity Partners IX, L.P., Alerian Focus
Partners, LP, Alerian Capital Partners, LP,
Swank MLP Convergence Fund, LP, Swank
Investment Partners, LP, The Cushing MLP
Opportunity Fund I, LP, The Cushing GP
Strategies Fund, LP, Bel Air MLP Energy
Infrastructure Fund, LP, Tortoise Capital
Resources Corporation and Tortoise North
American Energy Corporation (incorporated
herein by reference to Exhibit 10.1 to
PostRocks Current Report on Form 8-K filed on
March 10, 2010).10.2*
    
    Form of Quest Resource Corporations
Indemnification Agreement for Directors
(incorporated herein by reference to Exhibit
10.10 to QRCPs Annual Report on Form 10-K
filed on June 3, 2009).10.3*
    
    Form of Quest Resource Corporations
Indemnification Agreement for Officers
(incorporated herein by reference to Exhibit
10.11 to QRCPs Annual Report on Form 10-K
filed on June 3, 2009).10.4*
    
    Employment Agreement dated April 10, 2007
between QRCP and David Lawler (incorporated
herein by reference to Exhibit 10.1 to QRCPs
Current Report on Form 8-K filed on April 13,
2007).10.5*
    
    First Amendment to Employment Agreement, dated
October 20, 2008, between QRCP and David
Lawler (incorporated herein by reference to
Exhibit 10.2 to QRCPs Current Report on Form
8-K filed on October 24, 2008).10.6*
    
    Nonqualified Stock Option Agreement, dated
October 20, 2008, between QRCP and David
Lawler (incorporated herein by reference to
Exhibit 10.4 to QRCPs Current Report on Form
8-K filed on October 24, 2008).10.7*
    
    Assignment and Amendment Agreement dated March
5, 2010, between PostRock Energy Corporation,
Quest Resource Corporation and David C. Lawler
(incorporated herein by reference to Exhibit
10.11 to PostRocks Current Report on Form 8-K
filed on March 10, 2010).




---



##### 



ExhibitNo.
    
    Description10.8*
    
    Employment Agreement dated December 3, 2007
between QRCP and Jack T. Collins (incorporated
herein by reference to Exhibit 10.28 to QRCPs
Annual Report on Form 10-K filed on March 10,
2008).10.9*
    
    First Amendment to Employment Agreement, dated
October 23, 2008, between QRCP and Jack
Collins (incorporated herein by reference to
Exhibit 10.3 to QRCPs Current Report on Form
8-K filed on October 24, 2008).10.10*
    
    Second Amendment to Employment Agreement,
dated August 28, 2009, between QRCP and Jack
Collins (incorporated herein by reference to
Exhibit 10.5 to QRCPs Quarterly Report on
Form 10-Q filed on November 5, 2009).10.11*
    
    Assignment and Amendment Agreement dated March
5, 2010, between PostRock Energy Corporation,
Quest Resource Corporation and Jack Collins
(incorporated herein by reference to Exhibit
10.13 to PostRocks Current Report on Form 8-K
filed on March 10, 2010).10.12*
    
    Nonqualified Stock Option Agreement, dated
October 23, 2008, between QRCP and Jack
Collins (incorporated herein by reference to
Exhibit 10.5 to QRCPs Current Report on Form
8-K filed on October 24, 2008).10.13*
    
    Employment Agreement dated March 21, 2007
between QRCP and Richard Marlin (incorporated
herein by reference to Exhibit 10.30 to QRCPs
Annual Report on Form 10-K filed on March 10,
2008).10.14*
    
    First Amendment to Employment Agreement, dated
December 29, 2008, between QRCP and Richard
Marlin (incorporated herein by reference to
Exhibit 10.32 to QRCPs Annual Report on Form
10-K filed on June 3, 2009).10.15*
    
    Assignment and Amendment Agreement dated March
5, 2010, between PostRock Energy Corporation,
Quest Resource Corporation and Richard Marlin
(incorporated herein by reference to Exhibit
10.14 to PostRocks Current Report on Form 8-K
filed on March 10, 2010).10.16*
    
    Employment Agreement, dated December 7, 2009,
between QRCP and Eddie LeBlanc (incorporated
herein by reference to Exhibit 10.2 to QRCPs
Current Report on Form 8-K filed on December
11, 2009).10.17*
    
    Assignment and Amendment Agreement dated March
5, 2010, between PostRock Energy Corporation,
Quest Resource Corporation and Eddie M.
LeBlanc, III (incorporated herein by reference
to Exhibit 10.12 to PostRocks Current Report
on Form 8-K filed on March 10, 2010).10.18*
    
    Nonqualified Stock Option Agreement, dated
January 12, 2009, between QRCP and Eddie
LeBlanc (incorporated herein by reference to
Exhibit 10.1 to QRCPs Current Report on Form
8-K filed on January 14, 2009).10.19*
    
    Office Lease dated May 31, 2007 between QRCP
and Oklahoma Tower Realty Investors, L.L.C.
(incorporated herein by reference to Exhibit
10.5 to QRCPs Quarterly Report on Form 10-Q
filed on August 9, 2007).10.20*
    
    Assignment and Assumptions of Leases, dated as
of February 28, 2008, by and between
Chesapeake Energy Corporation and QRCP
(incorporated herein by reference to Exhibit
10.7 to QRCPs Quarterly Report on Form 10-Q
filed on May 12, 2008).10.21*
    
    Amended and Restated Credit Agreement, dated
as of November 1, 2007, by and among Quest
Midstream Partners, L.P., Bluestem Pipeline,
LLC, Royal Bank of Canada, RBC Capital Markets
and the Lenders party thereto (incorporated
herein by reference to Exhibit 10.5 to QRCPs
Current Report on Form 8-K filed on November
2, 2007).




---



##### 



ExhibitNo.
    
    Description10.22*
    
    First Amendment to the Amended and Restated
Credit Agreement, dated as of November 1, 2007
among Quest Midstream Partners, L.P., Bluestem
Pipeline, LLC, Royal Bank of Canada and
certain guarantors (incorporated herein by
reference to Exhibit 10.29 to QRCPs
Registration Statement on Form S-4 filed on
February 7, 2008).10.23*
    
    Second Amendment to Amended and Restated
Credit Agreement, dated as of October 28,
2008, but effective as of November 5, 2008, by
and among Quest Midstream Partners, L.P.,
Bluestem Pipeline, LLC, Quest Kansas General
Partner, L.L.C., Quest Kansas Pipeline,
L.L.C., Quest Pipeline (KPC), Royal Bank of
Canada and the Lenders party thereto
(incorporated herein by reference to Exhibit
10.4 to QRCPs Current Report on Form 8-K
filed on November 7, 2008).10.24*
    
    Third Amendment to Amended and Restated Credit
Agreement, dated as of December 17, 2009, by
and among Quest Midstream Partners, L.P.,
Bluestem Pipeline, LLC, Quest Kansas General
Partner, L.L.C., Quest Kansas Pipeline,
L.L.C., Quest Pipeline (KPC), Royal Bank of
Canada and the Lenders party thereto
(incorporated by reference to Exhibit 10.17 to
PostRocks Registration Statement on Form
S-4/A filed on December 17, 2009).10.25*
    
    Guaranty by Quest Kansas General Partner,
L.L.C., Quest Kansas Pipeline, L.L.C., and
Quest Pipeline (KPC) in favor of Royal Bank of
Canada, dated as of November 1, 2007
(incorporated herein by reference to Exhibit
10.9 to QRCPs Quarterly Report on Form 10-Q
filed on November 9, 2007).10.26*
    
    Guaranty by Quest Transmission Company, LLC in
favor of Royal Bank of Canada, dated as of
February, 21, 2008 (incorporated herein by
reference to Exhibit 10.41 to QRCPs Annual
Report on Form 10-K filed on June 3, 2009).10.27*
    
    Guaranty dated March 5, 2010, by PostRock
Energy Corporation and PostRock Energy
Services Corporation (formerly known as Quest
Resource Corporation) for the benefit of Royal
Bank of Canada. (incorporated herein by
reference to Exhibit 10.10 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.28*
    
    Pledge and Security Agreement by Quest
Transmission Company, LLC in favor of Royal
Bank of Canada, dated as of February 21, 2008
(incorporated herein by reference to Exhibit
10.42 to QRCPs Annual Report on Form 10-K
filed on June 3, 2009).10.29*
    
    Pledge and Security Agreement by Quest Kansas
General Partner, L.L.C. in favor of Royal Bank
of Canada, dated as of November 1, 2007
(incorporated herein by reference to Exhibit
10.10 to QRCPs Quarterly Report on Form 10-Q
filed on November 9, 2007).10.30*
    
    Pledge and Security Agreement by Quest Kansas
Pipeline, L.L.C. in favor of Royal Bank of
Canada, dated as of November 1, 2007
(incorporated herein by reference to Exhibit
10.11 to QRCPs Report on Form 10-Q filed on
November 9, 2007).10.31*
    
    Pledge and Security Agreement by Quest
Pipelines (KPC) in favor of Royal Bank of
Canada, dated as of November 1, 2007
(incorporated herein by reference to Exhibit
10.12 to QRCPs Quarterly Report on Form 10-Q
filed on November 9, 2007).10.32*
    
    Amended and Restated Pledge and Security
Agreement by Bluestem Pipeline, LLC in favor
of Royal Bank of Canada, dated as of November
1, 2007 (incorporated herein by reference to
Exhibit 10.13 to QRCPs Quarterly Report on
Form 10-Q filed on November 9, 2007).10.33*
    
    Amended and Restated Pledge and Security
Agreement by Quest Midstream Partners, L.P. in
favor of Royal Bank of Canada, dated as of
November 1, 2007 (incorporated herein by
reference to Exhibit 10.14 to QRCPs Quarterly
Report on Form 10-Q filed on November 9,
2007).




---



##### 



ExhibitNo.
    
    Description10.34*
    
    First Amendment to Amended and Restated Pledge
and Security Agreement by Quest Midstream
Partners, L.P. in favor of Royal Bank of
Canada, dated as of February 21, 2008
(incorporated herein by reference to Exhibit
10.48 to QRCPs Annual Report on Form 10-K
filed on June 3, 2009).10.35*
    
    Pledge and Security Agreement dated March 5,
2010, by PostRock Energy Services Corporation
(formerly known as Quest Resource Corporation)
for the benefit of Royal Bank of Canada
(incorporated herein by reference to Exhibit
10.9 to PostRocks Current Report on Form 8-K
filed on March 10, 2010).10.36*
    
    Amended and Restated Credit Agreement, dated
as of November 15, 2007, by and among QRCP ,
as the Initial Co-Borrower, Quest Cherokee,
LLC, as the Borrower, Quest Energy Partners,
L.P., as a Guarantor, Royal Bank of Canada, as
Administration Agent and Collateral Agent,
KeyBank National Association, as Documentation
Agent, and the lenders from time to time party
thereto (incorporated herein by reference to
Exhibit 10.3 to QRCPs Current Report on Form
8-K filed on November 21, 2007).10.37*
    
    First Amendment to Amended and Restated Credit
Agreement, dated as of April 15, 2008, by and
among Quest Cherokee, LLC, Royal Bank of
Canada, KeyBank National Association, and the
lenders Party Thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on April 23, 2008).10.38*
    
    Second Amendment to Amended and Restated
Credit Agreement, dated as of October 28,
2008, but effective as of November 5, 2008, by
and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association and the Lenders party
thereto (incorporated herein by reference to
Exhibit 10.3 to QRCPs Current Report on Form
8-K filed on November 7, 2008).10.39*
    
    Third Amendment to Amended and Restated Credit
Agreement, dated as of May 29, 2009, by and
among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association and the Lenders party
thereto (incorporated herein by reference to
Exhibit 10.1 to QRCPs Current Report on Form
8-K filed on June 23, 2009).10.40*
    
    Fourth Amendment to Amended and Restated
Credit Agreement, dated as of June 30, 2009,
among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association and the Required Lenders
party thereto (incorporated herein by
reference to Exhibit 10.5 to QRCPs Current
Report on Form 8-K filed on July 7, 2009).10.41*
    
    Fifth Amendment to Amended and Restated Credit
Agreement, dated as of December 17, 2009, by
and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, STP Newco, Inc., Royal Bank of
Canada, KeyBank National Association and the
Lenders party thereto (incorporated by
reference to Exhibit 10.32 to PostRocks
Registration Statement on Form S-4/A filed on
December 17, 2009).10.42*
    
    Second Amended and Restated Credit Agreement,
dated as of September 11, 2009, by and among
QRCP, as the Borrower, Royal Bank of Canada,
as Administrative Agent and Collateral Agent,
and the lenders from time to time party
thereto (incorporated herein by reference to
Exhibit 10.1 to QRCPs Current Report on Form
8-K filed on September 17, 2009).10.43*
    
    First Amendment to Second Amended and Restated
Credit Agreement, dated as of November 30,
2009, by and among QRCP, as Borrower, Royal
Bank of Canada, as Administrative Agent and
Collateral Agent and as the Lender, and the
Guarantors party thereto (incorporated herein
by reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on December 1, 2009).10.44*
    
    Second Amendment to Second Amended and
Restated Credit Agreement, dated as of
December 17, 2009, by and among QRCP, as
Borrower, Royal Bank of Canada, as
Administrative Agent and Collateral Agent and
as the Lender, and the Guarantors party
thereto (incorporated by reference to Exhibit
10.35 to PostRocks Registration Statement on
Form S-4/A filed on December 17, 2009).




---



##### 



ExhibitNo.
    
    Description10.45*
    
    Loan Transfer Agreement, dated as of November
15, 2007, by and among QRCP, Quest Cherokee,
LLC, Quest Oil & Gas, LLC, Quest Energy
Service, Inc., Quest Cherokee Oilfield
Service, LLC, Guggenheim Corporate Funding,
LLC, Wells Fargo Foothill, Inc., and Royal
Bank of Canada (incorporated herein by
reference to Exhibit 10.6 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.46*
    
    Guaranty for Credit Agreement by Quest Oil &
Gas, LLC and Quest Energy Service, LLC in
favor of Royal Bank of Canada, dated as of
November 15, 2007 (incorporated herein by
reference to Exhibit 10.7 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.47*
    
    Pledge and Security Agreement for Credit
Agreement by Quest Energy Service, LLC for the
benefit of Royal Bank of Canada, dated as of
November 15, 2007 (incorporated herein by
reference to Exhibit 10.8 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.48*
    
    Pledge and Security Agreement for Credit
Agreement by Quest Oil & Gas, LLC for the
benefit of Royal Bank of Canada, dated as of
November 15, 2007 (incorporated herein by
reference to Exhibit 10.9 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.49*
    
    First Amendment to Pledge and Security
Agreement for Amended and Restated Credit
Agreement by Quest Oil & Gas, LLC for the
benefit of Royal Bank of Canada, dated May 29,
2009 (incorporated herein by reference to
Exhibit 10.67 to QRCPs Annual Report on Form
10-K filed on June 3, 2009).10.50*
    
    Pledge and Security Agreement for Credit
Agreement by Quest Resource Corporation for
the benefit of Royal Bank of Canada, dated as
of November 15, 2007 (incorporated herein by
reference to Exhibit 10.10 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.51*
    
    First Amendment to Pledge and Security
Agreement for Amended and Restated Credit
Agreement by QRCP for the benefit of Royal
Bank of Canada, dated as of July 11, 2008
(incorporated herein by reference to Exhibit
10.4 to QRCPs Current Report on Form 8-K
filed on July 16, 2008).10.52*
    
    Second Amendment to Pledge and Security
Agreement dated March 5, 2010, by PostRock
Energy Services Corporation (formerly known as
Quest Resource Corporation) for the benefit of
Royal Bank of Canada (incorporated herein by
reference to Exhibit 10.2 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.53*
    
    Release Agreement dated March 5, 2010, by
Royal Bank of Canada in favor of Quest
Resource Corporation (incorporated herein by
reference to Exhibit 10.3 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.54*
    
    Release Agreement dated March 5, 2010, by
Royal Bank of Canada in favor of Quest
Resource Corporation (incorporated herein by
reference to Exhibit 10.4 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.55*
    
    First Lien Senior Pledge and Security
Agreement dated March 5, 2010, by PostRock
Energy Services Corporation (formerly known as
Quest Resource Corporation) for the benefit of
Royal Bank of Canada (incorporated herein by
reference to Exhibit 10.5 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.56*
    
    Guaranty dated March 5, 2010, by PostRock
Energy Corporation and PostRock Energy
Services Corporation (formerly known as Quest
Resource Corporation) for the benefit of Royal
Bank of Canada (incorporated herein by
reference to Exhibit 10.6 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.57*
    
    Guaranty for Amended and Restated Credit
Agreement by Quest Energy Partners, L.P. in
favor of Royal Bank of Canada, dated as of
November 15, 2007 (incorporated herein by
reference to Exhibit 10.11 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).




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##### 



ExhibitNo.
    
    Description10.58*
    
    Guaranty for Amended and Restated Credit
Agreement by Quest Cherokee Oilfield Service,
LLC in favor of Royal Bank of Canada, dated as
of November 15, 2007 (incorporated herein by
reference to Exhibit 10.12 to QRCPs Current
Report on Form 8-K filed on November 21,
2007).10.59*
    
    Guaranty for Amended and Restated Credit
Agreement by STP Newco, Inc. in favor of Royal
Bank of Canada, dated as of July 16, 2009, but
effective as of May 29, 2009 (incorporated
herein by reference to Exhibit 10.45 to
PostRocks Registration Statement on Form
S-4/A filed on December 17, 2009).10.60*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement by Quest Energy
Partners, L.P. for the benefit of Royal Bank
of Canada, dated as of November 15, 2007
(incorporated herein by reference to Exhibit
10.13 to QRCPs Current Report on Form 8-K
filed on November 21, 2007).10.61*
    
    First Amendment to Pledge and Security
Agreement for Amended and Restated Credit
Agreement by Quest Energy Partners, L.P. for
the benefit of Royal Bank of Canada, dated as
of July 16, 2009, but effective as of May 29,
2009 (incorporated herein by reference to
Exhibit 10.47 to PostRocks Registration
Statement on Form S-4/A filed on December 17,
2009).10.62*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement by Quest Cherokee
Oilfield Service, LLC for the benefit of Royal
Bank of Canada, dated as of November 15, 2007
(incorporated herein by reference to Exhibit
10.14 to QRCPs Current Report on Form 8-K
filed on November 21, 2007).10.63*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement by Quest Cherokee,
LLC for the benefit of Royal Bank of Canada,
dated as of November 15, 2007 (incorporated
herein by reference to Exhibit 10.15 to Quest
Resource Corporations Current Report on Form
8-K filed on November 21, 2007).10.64*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement by STP Newco, Inc.
for the benefit of Royal Bank of Canada, dated
as of July 16, 2009, but effective as of May
29, 2009. (incorporated herein by reference to
Exhibit 10.50 to PostRocks Registration
Statement on Form S-4/A filed on December 17,
2009).10.65*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement by Quest Eastern
Resource LLC for the benefit of Royal Bank of
Canada, dated as of July 11, 2008
(incorporated herein by reference to Exhibit
10.2 to QRCPs Current Report on Form 8-K
filed on July 16, 2008).10.66*
    
    Pledge and Security Agreement for Amended and
Restated Credit Agreement, dated as of July
11, 2008, by Quest Mergersub, Inc., for the
benefit of Royal Bank of Canada (incorporated
herein by reference to Exhibit 10.3 to QRCPs
Current Report on Form 8-K filed on July 16,
2008).10.67*
    
    Guaranty for Amended and Restated Credit
Agreement by Quest Eastern Resource LLC in
favor of Royal Bank of Canada, dated as of
July 11, 2008 (incorporated herein by
reference to Exhibit 10.5 to QRCPs Current
Report on Form 8-K filed on July 16, 2008).10.68*
    
    Guaranty for Amended and Restated Credit
Agreement by Quest Mergersub, Inc. in favor of
Royal Bank of Canada, dated as of July 11,
2008 (incorporated herein by reference to
Exhibit 10.6 to QRCPs Current Report on Form
8-K filed on July 16, 2008).10.69*
    
    Second Lien Senior Term Loan Agreement, dated
as of July 11, 2008, by and among Quest
Cherokee, LLC, Quest Energy Partners, L.P.,
Royal Bank of Canada, KeyBank National
Association, Société Générale, the lenders
party thereto and RBC Capital Markets
(incorporated herein by reference to Exhibit
10.7 to QRCPs Current Report on Form 8-K
filed on July 16, 2008).




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##### 



ExhibitNo.
    
    Description10.70*
    
    First Amendment to Second Lien Senior Term
Loan Agreement, dated as of October 28, 2008,
but effective as of November 5, 2008, by and
among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, Keybank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.2 to QRCPs Current
Report on Form 8-K filed on November 7, 2008).10.71*
    
    Second Amendment to Second Lien Senior Term
Loan Agreement, dated as of June 30, 2009,
among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Required Lenders party thereto (incorporated
herein by reference to Exhibit 10.6 to QRCPs
Current Report on Form 8-K filed on July 7,
2009).10.72*
    
    Third Amendment to Second Lien Senior Term
Loan Agreement, dated as of September 30,
2009, among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on October 1, 2009).10.73*
    
    Fourth Amendment to Second Lien Senior Term
Loan Agreement, dated as of October 31, 2009,
by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on November 2, 2009).10.74*
    
    Fifth Amendment to Second Lien Senior Term
Loan Agreement, dated as of November 16, 2009,
by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on November 20,
2009).10.75*
    
    Sixth Amendment to Second Lien Senior Term
Loan Agreement, dated as of November 20, 2009,
by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on November 25,
2009).10.76*
    
    Seventh Amendment to Second Lien Loan
Agreement, dated as of December 7, 2009, by
and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.1 to QRCPs Current
Report on Form 8-K filed on December 11,
2009).10.77*
    
    Eighth Amendment to Second Lien Senior Term
Loan Agreement, dated as of December 17, 2009,
by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield
Service, LLC, Royal Bank of Canada, KeyBank
National Association, Société Générale and the
Lenders party thereto (incorporated herein by
reference to Exhibit 10.63 to PostRocks
Registration Statement on Form S-4/A filed on
December 17, 2009).10.78*
    
    Guaranty for Second Lien Term Loan Agreement
by Quest Cherokee Oilfield Service, LLC in
favor of Royal Bank of Canada, dated as of
July 11, 2008 (incorporated herein by
reference to Exhibit 10.8 to QRCPs Current
Report on Form 8-K filed on July 16, 2008).10.79*
    
    Guaranty for Second Lien Term Loan Agreement
by Quest Energy Partners, L.P. in favor of
Royal Bank of Canada, dated as of July 11,
2008 (incorporated herein by reference to
Exhibit 10.9 to QRCPs Current Report on Form
8-K filed on July 16, 2008).




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##### 



ExhibitNo.
    
    Description10.80*
    
    Guaranty dated March 5, 2010, by PostRock
Energy Corporation and PostRock Energy
Services Corporation (formerly known as Quest
Resource Corporation) for the benefit of Royal
Bank of Canada (incorporated herein by
reference to Exhibit 10.8 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.81*
    
    Second Lien Senior Pledge and Security
Agreement dated March 5, 2010, by PostRock
Energy Services Corporation (formerly known as
Quest Resource Corporation) for the benefit of
Royal Bank of Canada (incorporated herein by
reference to Exhibit 10.7 to PostRocks
Current Report on Form 8-K filed on March 10,
2010).10.82*
    
    Second Lien Senior Pledge and Security
Agreement for the Second Lien Senior Term Loan
Agreement by Quest Cherokee Oilfield Service,
LLC for the benefit of Royal Bank of Canada,
dated as of July 11, 2008 (incorporated herein
by reference to Exhibit 10.10 to QRCPs
Current Report on Form 8-K filed on July 16,
2008).10.83*
    
    Second Lien Senior Pledge and Security
Agreement for the Second Lien Senior Term Loan
Agreement by Quest Energy Partners, L.P. for
the benefit of Royal Bank of Canada, dated as
of July 11, 2008 (incorporated herein by
reference to Exhibit 10.11 to QRCPs Current
Report on Form 8-K filed on July 16, 2008).10.84*
    
    Second Lien Senior Pledge and Security
Agreement for the Second Lien Senior Term Loan
Agreement by Quest Cherokee, LLC for the
benefit of Royal Bank of Canada, dated as of
July 11, 2008 (incorporated herein by
reference to Exhibit 10.12 to QRCPs Current
Report on Form 8-K filed on July 16, 2008).10.85*
    
    Amended and Restated Intercreditor Agreement
and Collateral Agency Agreement, dated as of
June 18, 2009, by and among Royal Bank of
Canada, BP Corporation North America, Inc. and
Quest Cherokee, LLC (incorporated herein by
reference to Exhibit 10.2 to QRCPs Current
Report on Form 8-K filed on June 23, 2009).10.86*
    
    First Amendment to Office Lease, dated as of
February 7, 2008, by and between Cullen Allen
Holdings L.P. and Quest Midstream Partners,
L.P. (incorporated herein by reference to
Exhibit 10.6 to QRCPs Quarterly Report on
Form 10-Q filed on May 12, 2008).10.87*
    
    Support Agreement, dated as of July 2, 2009,
among Quest Resource Corporation, Quest
Midstream Partners, L.P., Quest Energy
Partners, L.P. and each of the unitholders of
Quest Midstream Partners, L.P. party thereto
(incorporated herein by reference to Exhibit
10.1 to QRCPs Current Report on Form 8-K
filed on July 7, 2009).10.88*
    
    First Amendment dated as of October 2, 2009 to
the Support Agreement, dated as of July 2,
2009, among QRCP, Quest Midstream Partners,
L.P., Quest Energy Partners, L.P. and each of
the unitholders of Quest Midstream Partners,
L.P. party thereto (incorporated herein by
reference to Exhibit 10.61 to PostRocks
Registration Statement on Form S-4 filed on
October 6, 2009).10.89*
    
    PostRock Energy Corporation 2010 Long-Term
Incentive Plan (incorporated herein by
reference to Annex B to the joint proxy
statement/prospectus that is a part of
PostRocks Registration Statement on Form
S-4/A filed on February 2, 2010).10.90*
    
    Form of QRCPs 2005 Stock Award Plan
Nonqualified Stock Option Agreement
(incorporated herein by reference to Exhibit
10.8 to QRCPs Registration Statement on Form
S-1 filed on December 12, 2005).10.91*
    
    Nonqualified Stock Option Agreement, dated
August 15, 2007, between QRCP and William
Damon III (incorporated herein by reference to
Exhibit 10.75 to PostRocks Registration
Statement on Form S-4/A filed on December 17,
2009).




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##### 



ExhibitNo.
    
    Description10.92*
    
    Form of QRCPs Bonus Share Award Agreement for
senior staff (incorporated herein by reference
to Exhibit 10.3 to QRCPs Current Report on
Form 8-K filed on December 11, 2009).10.93*
    
    Form of QRCPs Bonus Share Award Agreement for
non-senior staff (incorporated herein by
reference to Exhibit 10.4 to QRCPs Current
Report on Form 8-K filed on December 11,
2009).10.94*
    
    Form of Quest Energy Partners, L.P.s Phantom
Unit Award Agreement for senior staff
(incorporated herein by reference to Exhibit
10.2 to QELPs Current Report on Form 8-K
filed on December 11, 2009).10.95*
    
    Form of Quest Energy Partners, L.P.s Phantom
Unit Award Agreement for non-senior staff
(incorporated herein by reference to Exhibit
10.3 to QELPs Current Report on Form 8-K
filed on December 11, 2009).10.96*
    
    Form of Quest Midstream Partners, L.P.s
Restricted Unit Award Agreement for senior
staff (incorporated herein by reference to
Exhibit 10.7 to QRCPs Current Report on Form
8-K filed on December 11, 2009).10.97*
    
    Form of Quest Midstream Partners, L.P.s
Restricted Unit Award Agreement for non-senior
staff (incorporated herein by reference to
Exhibit 10.8 to QRCPs Current Report on Form
8-K filed on December 11, 2009).10.98*
    
    PostRock Energy Corporation Management
Incentive Program (incorporated herein by
reference to Exhibit 10.1 to PostRocks
Current Report on Form 8-K filed on April 6,
2010).21.1**
    
    List of Subsidiaries.23.1**
    
    Consent of Cawley, Gillespie & Associates, Inc.23.2**
    
    Consent of UHY, LLP.31.1
    
    Certification by principal executive officer
pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification by principal financial officer
pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification by principal executive officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.32.2
    
    Certification by principal financial officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.99.1**
    
    Report of Cawley, Gillespie & Associates, Inc.
 
 *
    
    Incorporated by reference.**
    
    Filed as part of PostRocks Annual Report on Form 10-K that was
filed with the Securities and Exchange Commission on March 19,
2010.
    
    Management contracts and compensatory plans and arrangements
required to be filed as Exhibits pursuant to Item 14(a) of this
report.




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#####