exv10w5



 






Exhibit 10.5




NON-EMPLOYEE DIRECTOR INCENTIVE STOCK AGREEMENT




     THIS NON-EMPLOYEE DIRECTOR INCENTIVE STOCK AGREEMENT (the “Agreement”) is made and entered
effective the ___day of                     , 200___, by and between PETROHAWK ENERGY CORPORATION, a
Delaware corporation (the “Company”), and                                         (the “Non-Employee Director”).



     WHEREAS, to carry out the purposes of the Company’s SECOND AMENDED AND RESTATED 2004
NON-EMPLOYEE DIRECTOR INCENTIVE PLAN (the “Plan”), the Company desires to issue shares of the
common stock of the Company to the Non-Employee Director pursuant to the terms of this Agreement
and the Plan (“Incentive Stock”).



     NOW THEREFORE, in consideration of the mutual agreements and other matters set forth herein
and in the Plan, the Company and the Non-Employee Director hereby agree as follows:



     1. Grant. The Company hereby grants to the Non-Employee Director                                         
(___) shares of Incentive Stock (the “Shares”) on the terms and conditions set forth herein and
in the Plan, which Plan is incorporated herein by reference.



     2. Vesting. The legal ownership of the Shares shall vest immediately upon the
execution of this Agreement by both the Non-employee Director and the Company.



     3. Stock Certificates. Upon execution of this Agreement by the Company and the
Non-employee Director, a certificate representing the Shares shall be registered in the
name of Non-Employee Director and delivered to the Non-Employee Director.



     4. Withholding of Tax. To the extent that the granting of the Shares results in
compensation income to the Non-Employee Director for federal or state income tax purposes,
Non-Employee Director shall pay to the Company (in cash or to the extent permitted by the
Committee, shares of common stock of the Company held by the Non-Employee Director whose value is
equal to the amount of the Non-Employee Director’s tax withholding liability as determined by the
Committee) any federal, state or local taxes of any kind required by law to be withheld, if any,
with respect to the Shares. The Company, to the extent permitted by law, has the right to deduct
from any payment of any kind otherwise due to the Non-Employee Director from the Company any
federal, state or local taxes of any kind required by law to be withheld with respect to the
Shares.



     5. Securities Law. The Non-Employee Director agrees that the Shares will not
be sold or otherwise disposed of in any manner which would constitute a violation of any applicable
securities laws, whether federal or state. The Non-Employee Director also agrees (i) that the
certificates representing the Shares may bear such legend or legends as the Committee deems
appropriate in order to assure compliance with applicable securities laws, and (ii) that the
Company may refuse to register the transfer of such Shares on the stock transfer records of the
Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company,



 









 




constitute a violation of any applicable securities laws and (iii) that the Company may give
related instructions to its transfer agent, if any, to stop registration of the transfer of the
Shares.




     6. No Rights to Directorship. Nothing contained in this Agreement shall confer upon
the Non-Employee Director the right to continue as a director of the Company.



     7. Representations and Warranties of Director. The Non-Employee Director represents
and warrants to the Company as follows:




	 	(a)	 	The Non-Employee Director has received a copy of the Plan and has read and
understands the terms of the Plan and this Agreement, and agrees to be bound by their
terms and conditions. The Non-Employee Director acknowledges that there may be adverse
tax consequences upon the granting of the Shares or disposition of the Shares, and that
the Non-Employee Director should consult a tax adviser prior to such time.
	 
	 	(b)	 	The Non-Employee Director agrees to sign such additional documentation as may
reasonably required from time to time by the Company in connection with this Agreement.





     8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under the Non-Employee Director.



     9. Governing Laws. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.



     10. Modification. This Agreement may not be modified except in writing signed by the
parties hereto or their respective successors and permitted assigns.



     11. Headings. The headings of paragraphs in this Agreement are for convenience of
reference only, do not constitute a part of this Agreement, and shall not be deemed to limit or
alter any of the provisions of this Agreement.



     12. Defined Terms. Except as otherwise provided in this Agreement, or unless the
context clearly indicates otherwise, capitalized terms used but not defined in this Agreement have
the definitions as provided in the Plan. In the event of a conflict or inconsistency between the
discretionary terms and provisions of the Plan and the provisions of this Agreement, this Agreement
shall govern and control.



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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first
above written.



	 	 	 	 	 
	 	 	PETROHAWK ENERGY CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name: 	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 
	 	 	 	 
	 	 	NON-EMPLOYEE DIRECTOR
	 
	 	 	 	 
	 	 	 
	 

	 	Print Name:
	 

	 	 	 	 






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