exv10w8



 






Exhibit 10.8




EMPLOYEE RESTRICTED STOCK AGREEMENT




     THIS EMPLOYEE RESTRICTED 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 “Employee”).



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



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



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



     2. Vesting.



     (a) The legal ownership of the Shares shall vest on                      ___, 200___provided that
the Employee has served as an employee of the
Company through and until each such vesting date.



     (b) Upon the Employee’s termination as an employee of the Company, any Shares which are not
vested shall be forfeited and returned to the Company, except that:




(i) If the Employee’s service with the Company terminates by reason of Disability,
legal ownership of the Shares shall fully vest as of the date of such termination.
For purposes hereof, the term Disability shall mean a physical or mental infirmity
which impairs the Employee’s ability to substantially perform his or her duties for
a period of one hundred eighty (180) consecutive days.




(ii) If the Employee dies while employed with the Company, the Shares shall fully
vest on the date of death.



     3. Beneficial Ownership. Unless and until the Shares are forfeited to the Company or
transferred by the Employee (in accordance with this Agreement and applicable law), the Employee
shall have beneficial ownership of the Shares, including the right to receive dividends and the
right to vote the Shares.



 









 





     4. Stock Certificates.




	 	(a)	 	A certificate representing the Shares shall be registered in the name of the
Employee. Until the expiration of the period of time during which the Shares remain
subject to the restrictions or vesting set forth in this Agreement (“Restriction
Period”), the certificate representing the Shares shall be held in escrow by the
Company for the account of the Employee.
	 
	 	(b)	 	Each stock certificate issued in the name of the Employee pursuant to this
Agreement shall bear the following restrictive legend:
	 
	 	 	 	THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS CONTAINED IN
AN EMPLOYEE RESTRICTED STOCK AGREEMENT DATED AS OF                      ___, 200___BY AND
BETWEEN PETROHAWK ENERGY CORPORATION AND                                         . A COPY OF WHICH IS ON
FILE AT THE OFFICE OF THE CORPORATION’S SECRETARY.





     5. Transfer Restrictions. Except as approved by the Company, the Shares shall not be
transferable or assignable by the Employee other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by Section 414(p) of
the Internal Revenue Code of 1986, as amended (the “Code”). No transfer by will, trust, or by the
laws of descent and distribution shall be effective to bind the Company unless the Board of
Directors of the Company (the “Board”), the Compensation Committee of the Board or other such
committee as the Board shall appoint to administer the Plan as permitted by the Plan (collectively
herein the “Committee”) has been furnished with a copy of the deceased Employee’s enforceable will,
trust or such other evidence as the Committee deems necessary to establish the validity of the
transfer. Any attempted transfer in violation of this provision shall be void and ineffective.



     6. Vesting Restrictions. Except as provided under the terms of the Plan and in
paragraph 2(b), the Shares will vest only during Employee’s lifetime while Employee remains an
employee of the Company.



     7. Withholding of Tax. To the extent that the granting of the Shares or the
lapse of restrictions applicable to such Shares results in compensation income to the Employee for
federal or state income tax purposes, the Employee 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 Employee whose
value is equal to the amount of the Employee’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 Employee from the Company any federal, state or
local taxes of any kind required by law to be withheld with respect to the Shares.



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The Company is further authorized in its discretion to satisfy any such withholding requirement out of
shares of Restricted Stock of the Employee held by the Company.




     8. Securities Law. The Employee 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 Employee 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.



     9. No Rights to Continued Employment. Nothing contained in this Agreement shall
confer upon the Employee the right to continue as an employee of the Company.



     10. Representations and Warranties of Employee. The Employee represents and warrants
to the Company as follows:




	 	(a)	 	The Employee 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 Employee acknowledges that there may be adverse tax consequences upon
the vesting of the Shares or disposition of the Shares once vested, and that the
Employee should consult a tax adviser prior to such time.
	 
	 	(b)	 	The Employee agrees to sign such additional documentation as may reasonably
required from time to time by the Company in connection with this Agreement.





     11. 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 Employee.



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



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



     14. 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.



     15. 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



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the discretionary terms and provisions of the Plan and the provisions of this Agreement, this Agreement
shall govern and control.




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



	 	 	 	 	 
	 	 	PETROHAWK ENERGY CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name: 	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 
	 	 	 	 
	 	 	EMPLOYEE
	 
	 	 	 	 
	 	 	 
	 

	 	Print Name:
	 

	 	 	 	 






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