Exhibit
10.8


 


EMPLOYEE STOCK OPTION AGREEMENT


 


THIS EMPLOYEE STOCK OPTION AGREEMENT (the “Agreement”)
is made and entered into effective the         day
of                        ,
200    , by and between PETROHAWK
ENERGY CORPORATION, a Delaware corporation (the “Company”), and                                  (“Employee”).


 


WHEREAS, to
carry out the purposes of the Company’s Amended and Restated 2004 Employee
Incentive Plan, as amended (the “Plan”), the
Company desires to afford  the
opportunity to purchase shares of the common stock of the Company (“Stock”).


 


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


 


1.                                       Grant of Option.  The
Company hereby grants to Employee the right and option (“Option”) to purchase all or any part of an
aggregate of                 shares
of Stock, on the terms and conditions set forth herein and in the Plan, which
Plan is incorporated herein by reference. This Option is intended to constitute
an Incentive Stock Option, within the meaning of 422(b) of the Internal Revenue
Code of 1986, as amended (the “Code”);
except that to the extent that the aggregate Fair Market Value of Stock (determined
at the Option is granted) with respect to which Incentive Stock Options are
exercisable for the first time by Employee during any calendar year under all
incentive stock option plans of the Company and its parent and subsidiary
corporations exceeds One Hundred Thousand Dollars ($100,000), such excess
Incentive Stock Options shall be treated as Non-Statutory Stock Options.


 


2.                                       Purchase Price.  The
purchase price of Stock purchased pursuant to the exercise of this Option shall
be                       Dollars
and                        Cents
($         ) per share, which has
been determined to be the Fair Market Value of the Stock. For all purposes of
this Agreement, Fair Market Value of Stock shall be determined in accordance
with the provisions of the Plan.


 


3.                                       Vesting of Option.   The
Option granted hereunder shall vest as follows:


 


(a)                                  the option to
purchase                       shares
of Stock is vested and exercisable as of                                   ,
200    ;


 


(b)                                 the option to
purchase                       shares
of Stock is vested and exercisable as of                                   ,
200    ;


 


(c)                                  the option to
purchase                       shares
of Stock is vested and exercisable as of                                   ,
200    .


 


Subject to the earlier expiration of this Option as herein provided,
this Option may be exercised by written notice to the Company at is principal
executive office addressed to the attention of its chief executive officer.
This Option must be exercised on or before


 





















 


                                   , 201     or it will expire worthless.


 


The shares of Stock that are the subject of the Option are shares of
Stock as presently constituted, but if, and whenever, prior to the expiration
of an Option theretofore granted, the Company shall effect a subdivision or
consolidation of shares of Stock or the payment of a stock dividend on Stock
without receipt of consideration by the Company, the number of shares of Stock with
respect to which such Option may thereafter be exercised (a) in the event of an
increase in the number of outstanding shares of Stock shall be proportionately
increased, and the purchase price per share shall be proportionately reduced,
and (b) in the event of a reduction in the number of outstanding shares of
Stock shall be proportionately reduced, and the purchase price per share shall
be proportionately increased.


 


If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”),
the number and class of shares of Stock covered by an Option theretofore granted
shall be adjusted as provided in the Plan.


 


4.                                       Transferability: This Option is not transferable or
assignable 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 Code). If an Incentive Stock Option is transferred pursuant to a
qualified domestic relations order, the Option shall cease to qualify as an
Incentive Stock option as of the date of such transfer. The Committee (defined
hereafter) may authorize the transfer of all or a portion of the Non-Statutory
Stock Options subject to the terms of the Plan. The Non-Statutory Stock Option shall be exercisable by the
transferee only to the extent, and for the periods, specified in paragraphs 3
and 5 of this Agreement.


 


No transfer by will, trust, or by the laws of descent and distribution
shall be effective to bind the Company unless the Compensation Committee of the
board of directors of the Company 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.


 


5.                                       Exercise of Option. This Option may be exercised only by
Employee during his lifetime while Employee remains an employee of the Company
and will terminate and cease to be exercisable upon Employee’s termination of
employment with the Company for any reason, except that:


 


(a)                                  If Employee’s
employment with the Company terminates by reason of disability within the
meaning of section 22(e)(3) of the Code, this Option may be exercised in
full (whether or not the option is fully vested) by Employee (or Employee’s
estate or the person who acquires this Option by will or the laws of descent
and distribution or otherwise by reason of death of Employee) but only within
such period of time ending on the earlier of (i) the date that is one (1) year
following


 


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such termination or (ii) the expiration of the term
of the Option as set forth in the Agreement.


 


(b)                                 If Employee
dies while in employ of the Company, Employee’s estate, or the person who
acquires this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee, may exercise Employee’s Option in
full (whether or not the Option is fully vested) but only within such period of
time ending on the earlier of (i) the date that is one (1) year following
Employee’s death or (ii) the expiration of the term of the Option as set forth
in the Agreement.


 


(c)                                  If Employee’s
employment terminates for any reason other than as described in (a) or (b)
above at a time when Employee holds an Option, unless Employee voluntarily
terminates without the written consent of the Company or is terminated for
Cause, Employee may exercise his or her Option but only within such period of
time ending on the earlier of (i) the date that is three months following the
termination of such person’s employment or (ii) the expiration of the term of
the Option as set forth in the Agreement. For purposes of this Agreement, “cause”
shall mean Employee’s gross negligence or willful misconduct in performance of
the duties of his employment, or Employee’s final conviction of a felony or of
a misdemeanor involving moral turpitude.


 


The purchase price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) subject to prior
approval by the Committee in its discretion, by tendering previously acquired shares
of Stock having an aggregate Fair Market Value at the time of exercise equal to
the total purchase price (provided that the shares of Stock tendered have been
held by Employee for at least six (6) months prior to their tender to satisfy
the option price), or (c) subject to prior approval by the Committee in its
discretion, by withholding shares of Stock which otherwise would be acquired on
exercise having an aggregate Fair Market Value at the time of exercise equal to
the total purchase price, or (d) subject to prior approval by the Committee in
its discretion, by a combination of (a), (b), and (c) above. Any payment in shares
of Stock shall be effected as provided for in the Plan. The Committee, in its
discretion, also may allow the purchase price to be paid with such other
consideration as shall constitute lawful consideration for the issuance of shares
of Stock (including, without limitation, effecting a “cashless exercise,” as
defined in the Plan, with a broker of the Option), subject to applicable
securities law restrictions and tax withholdings, or by any other means which
the Committee determines to be consistent with the Plan’s purpose and
applicable law.


 


As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver, or cause to be delivered,
to or on behalf of Employee, in the name of Employee or other appropriate
recipient, share certificates for the number of shares of Stock purchased under
the Option. Unless and until such certificates have been issued by the Company
to Employee, Employee (or other person permitted to exercise this Option in the
event of Employee’s death) shall not be or have any rights or privileges of a
stockholder of the Company with respect to the shares acquirable upon an
exercise of this option.


 


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6.                                       Withholding of Tax. To the extent that the exercise of this
Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Employee for federal or state income
tax purposes, Employee shall deliver to the Company at the time of such
exercise or disposition such amount of money or shares of Stock as the Company
may require to meet its obligation under applicable tax laws or regulations,
and, if Employee fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Employee any tax
required to be withheld by reason of such resulting compensation income. Upon
an exercise of this Option, the Company is further authorized in its discretion
to satisfy any such withholding requirement out of any cash or shares of Stock
distributable to Employee upon such exercise.


 


Except as may otherwise be permitted by the Code, in the event of a
permitted transfer of a Non-Statutory Stock Option hereunder, Employee shall
remain subject to withholding taxes upon exercise. In addition, the Company
shall have no obligation to provide any notices to the transferee including,
for example, notice of the termination of a stock option following Employee’s
termination of employment.


 


7.                                       Securities Laws. Employee agrees that the shares of Stock
which Employee may acquire by exercising this Option 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. Employee also agrees (i)
that the certificates representing the shares of Stock purchased under this
Option 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 of Stock purchased under
this Option 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 of Stock purchased under this Option.


 


8.                                       Employment Relationship.  For
the purposes of this Agreement, Employee shall be considered to be in
employment of the Company as long as Employee remains an employee of either the
Company or a parent or subsidiary corporation (as defined in Section 424
of the Code) of the Company, or a corporation or a parent or subsidiary of such
corporation assuming or substituting a new option for this Option.  Nothing contained in this Agreement shall
confer upon Employee the right to continue in the employ of the Company or its
parent or subsidiary or any other corporation affiliated with the Company, or
interfere in any way with the rights of the Company or its parent or
subsidiaries or any other corporation affiliated with the Company to terminate
Employee’s employment. Any question as to whether and when there has been a
termination of such employment, and the cause for such termination, shall be
determined by the Committee and its determination shall be final.


 


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


 


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(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 related to the Options and their vesting and exercise,
and that Employee should consult a tax advisor 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.


 


10.                                 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 Employee.


 


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


 


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


 


13.                                 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.


 


14.                                 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.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be
duly executed, by its officer thereunto duly authorized, and Employee has
executed this Agreement, all as of the day and year first above written.


 


	
   

  	
   

  	
  PETROHAWK ENERGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Floyd C. Wilson

  	
   

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  	
   

  	
   

  
							



 


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