Exhibit
10.9


 


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 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 is an employee of
the Company on such date and has served as an employee of the Company for the
entire                            period
preceding such 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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