Exhibit 4.4


 


RESTRICTED STOCK AWARD
AGREEMENT


 


This
Restricted Stock Award Agreement (the “Agreement”) has been made as of April       ,
2010 (the “Date of Award”), by and between ante4, Inc. (the “Company”),
and James Russell Reger, who resides in Billings, Montana 59106 (the “Grantee”).


 


RECITALS


 


A.            Grantee
was a party to that certain Restricted Stock Award Agreement with Plains Energy
Investments, Inc. (“Plains Energy”), dated as of December 31, 2009
(the “Original Agreement”).


 


B.            On
April       , 2010, Plains Energy engaged in
a merger transaction with the Company and a subsidiary of the Company, pursuant
to which Plains Energy became a wholly owned subsidiary of the Company (the “Merger”).


 


C.            As
part of the Merger, the Original Agreement was terminated and replaced with
this Agreement, pursuant to which Grantee will receive restricted common stock
of the Company, par value $0.001 per share (“Common Stock”) that are subject to
the terms and conditions hereof.


 


RESTRICTED STOCK AWARD


 


The Company has made this Agreement effective as of
the Date of Award first indicated above, and concurrently has issued the shares
of Common Stock upon the following terms and conditions:


 


1.                                      Number
of Shares


 


The number of shares of Common Stock issued or
transferred under this Agreement is three-hundred ninety thousand seven-hundred
sixty-three (390,763).


 


2.                                      Rights
of Grantee as Shareholder


 


Subject to the limitations on the shares of Common
Stock issued pursuant to this Agreement during the Period of Restriction, the
Grantee, as the owner of record of the shares of Common Stock issued hereunder,
is entitled to all the rights of a shareholder of the Company, including the
right to vote, the right to receive cash or stock dividends, and the right to
receive shares in any recapitalization of the Company.  If the Grantee receives any additional shares
of Common Stock by reason of being the holder of the shares of Common Stock
issued or transferred hereunder, all the additional shares so issued shall be
subject to the provisions of this Agreement.


 

















 


3.                                      Period
of Restriction


 


The restriction period under this Agreement shall
commence on the Date of Award and expire upon the earliest of the following
events (the “Period of Restriction”):


 


a.                                       at the open of
business on December 31, 2011;


 


b.                                      immediately
upon the occurrence of any event constituting a Change in Control (as defined
below); or


 


c.                                       immediately in
the event Grantee’s employment with the Company and Plains Energy is terminated
for any reason other than “For Cause” (as specified in Section 5 below).


 


Any of the following shall
constitute a “Change in Control” for the purposes hereof:


 


a.                                       The consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company immediately before that transaction beneficially own, directly or indirectly, immediately after the transaction, at least fifty percent (50%) of the voting securities of the Company or any other corporation or other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the voting securities of the Company immediately prior to the transaction; or
 


b.                                      The Company’s
shareholders approve a complete liquidation or dissolution of the Company.


 


4.                                      Conditions
during Period of Restriction


 


During the Period of Restriction the Grantee cannot,
voluntarily or involuntarily, sell, assign, transfer, pledge, or otherwise
dispose of the nonvested shares of Common Stock issued or transferred pursuant
to this Agreement.  Any attempted sale,
assignment, transfer, pledge, or other disposition of the nonvested shares of
Common Stock issued or transferred pursuant to this Agreement in violation of
this Section 4, whether voluntary or involuntary, shall be ineffective and
the Company shall not be required to transfer the nonvested shares.


 


5.                                      Consequences
of Failure to Satisfy Conditions


 


If Grantee’s
employment with the Company and Plains Energy is terminated “For Cause” (as
defined below) before the conditions of Section 3 are satisfied; (i) the
Grantee will forfeit the nonvested shares of Common Stock issued or transferred
pursuant to this Agreement; (ii) the Grantee will assign and transfer the
certificates evidencing ownership of such nonvested shares to the Company (or
the Company may unilaterally terminate 


 


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cancel such certificates if not
returned), (iii) all interest of the Grantee in such nonvested shares
shall terminate, and (iv) the Grantee shall cease to be a shareholder with
respect to such nonvested shares.


 


Each of the following
shall be grounds for terminating Grantee’s employment “For Cause”:


 


a.                                       an intentional
act of fraud, embezzlement, theft or any other material violation of law;


 


b.                                      grossly
negligent or intentional damage to the Company’s or Plains Energy’s reputation
or assets;


 


c.                                       grossly
negligent or intentional disclosure of Confidential Information and Materials
set forth in the Grantee’s Employment Agreement with the Company and Plains
Energy;


 


d.                                      the
willful and continued failure to substantially perform required duties for the
Company or Plains Energy (other than as a result of incapacity due to physical
or mental illness); or


 


e.                                       a
material breach of the Grantee’s Employment Agreement with the Company and
Plains Energy that is not cured within 14 days of receiving notice from the
Company or Plains Energy of such breach.


 


6.                                      Lapse
of Restrictions


 


At the end of the Period of Restriction, if the
conditions specified in Section 3 have been satisfied during the Period of
Restriction, all restrictions on the Common Stock shall terminate, and the
Grantee shall be entitled to receive the certificates representing the shares
of Common Stock without the legend described in Section 7 hereof, provided
that if the Grantee has attempted to violate the conditions specified in Section 4,
the Company shall have no obligation to deliver unlegended certificates to
anyone other than the Grantee.  However,
in the event of an attempted violation of the conditions specified in Section 4,
the Company shall be entitled to withhold delivery of any of the certificates
if, and for so long as, in the judgment of the Company’s legal counsel, the
Company would incur a risk of liability to any party whom such shares were
purported to be sold, transferred, pledged, or otherwise disposed.


 


7.                                      Legend
on Certificates


 


In the event a stock certificate is issued to
evidence ownership of shares of Common Stock issued or transferred pursuant to
this Agreement, each certificate so issued during the Period of Restriction
shall bear the following legend on the back side of the certificate:


 


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These shares have been
issued or transferred subject to a Restricted Stock Award Agreement and are
subject to substantial restrictions, including but not limited to, a
prohibition against transfer, either voluntarily or involuntarily, and a
provision requiring surrender of these shares to the Corporation without any
payment in the event of termination of the employment of the registered owner
under certain circumstances, all as more particularly set forth in a Restricted
Stock Award Agreement, a copy of which is on file with the Corporation.


 


In any event, the Company or its transfer agent shall hold the shares
of Common Stock issued or transferred pursuant to this Agreement in escrow
during the Period of Restriction.


 


8.                                      Specific
Performance of the Grantee’s Covenants


 


By accepting this Agreement and the issuance and
delivery of the shares of Common Stock pursuant to this Agreement, the Grantee
acknowledges that the Company does not have an adequate remedy in damages for
the breach by the Grantee of the conditions and covenants set forth in this
Agreement and agrees that the Company is entitled to and may obtain an order or
a decree of specific performance against the Grantee issued by any court having
jurisdiction.


 


9.                                      Employment
with the Company


 


Nothing in this Agreement shall confer upon the
Grantee the right to continued employment with the Company or Plains Energy.


 


10.                               Section 83(b) Election


 


If the Grantee makes an election pursuant to
§ 83(b) of the Internal Revenue Code, the Grantee shall promptly file
a copy of such election with the Company.


 


11.                               Withholding
Tax


 


Grantee hereby acknowledges that Grantee is solely
liable for any and all federal, state and local taxes owed by Grantee as a
result of the Company’s issuance and any vesting of the Common Stock issued
pursuant to this Agreement.  Before a
certificate for shares of Common Stock is issued or delivered pursuant to this
Agreement or if the Grantee makes the election permitted by § 83(b) of
the Internal Revenue Code the Company may, by notice to the Grantee, require
that the Grantee pay to the Company the amount of federal, state, or local
taxes, if any, required by law to be withheld.


 


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12.                               Relationship
to Original Agreement


 


This Agreement supersedes and replaces the Original
Agreement in its entirety, and Grantee hereby waives any and all rights set
forth in the Original Agreement.  Grantee
agrees and acknowledges that the Merger was not a Change in Control for
purposes of the vesting of Common Stock issued in the Original Agreement.


 


13.                               Notices


 


Any notice to be given by the Grantee under this
Agreement shall be in writing and shall be deemed to have been given only upon
receipt by the Secretary of the Company at its principal place of business, or
at such address as may be communicated in writing to the Grantee from time to
time.  Any notice or communication by the
Company to the Grantee under this Agreement shall be in writing and shall be
deemed to have been given if mailed or delivered to the Grantee at the address
listed in the records of the Company or at such address as specified in writing
to the Company by the Grantee.


 


14.                               Waiver


 


The waiver by the Company of any provision of this
Agreement shall not operate as, or be construed to be, a wavier of the same or
any other provision of this Agreement at any subsequent time for any other
purpose.


 


15.                               Termination
or Modification of Restricted Stock Award


 


The Common Stock issued hereunder shall be irrevocable
except that the Company shall have the right to revoke this Agreement at any
time during the Period of Restriction if it is contrary to law or modify this
Agreement to bring it into compliance with any valid and mandatory law or
government regulation.  In the event of
revocation of this Agreement pursuant to the foregoing, the Company may give
notice to the Grantee that the nonvested shares of Common Stock are to be
assigned, transferred, and delivered to the Company as though the Grantee’s
employment with the Company terminated on the date of the notice.


 


16.                               Section Headings


 


The section headings in this Agreement are for
convenience of reference only and shall not be deemed as part of, or germane
to, the interpretation or construction of this Agreement.


 


17.                               Determination
by Board of Directors


 


Determinations by the Company’s Board of Directors
shall be final and conclusive with respect to the interpretation of this
Agreement.


 


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18.                               Governing
Law


 


The validity and construction of this Agreement
shall be governed by the laws of the State of Delaware.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed and granted in, to be effective as of the Date of
Award.


 


	
   

  	
  ante4, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


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ACCEPTANCE OF RESTRICTED
STOCK AWARD


 


The undersigned Grantee accepts this Agreement and
the three-hundred ninety thousand seven-hundred sixty-three (390,763) shares of
Common Stock issued or transferred under this Agreement and agrees to be bound
by the provisions of this Agreement, including but not limited to the
agreements and covenants of the Grantee expressed in Section 4.


 


Dated
as of the Date of Award set forth in the Agreement.


 


 


	
   

  	
   

  
	
  James Russell Reger