Exhibit
10.10


 


EMPLOYEE INCENTIVE STOCK AGREEMENT


 


THIS EMPLOYEE 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
“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 (“Incentive
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 Employee                                  (              )
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 Employee and the Company.


 


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


 


4.                                       Withholding of Tax.  To
the extent that the granting of the Shares results in compensation income to
the Employee for federal or state income tax purposes, 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.


 


5.                                       Securities Law.  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. 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.


 





















 


6.                                       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.


 


7.                                       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 granting of the Shares or disposition of the
Shares, 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.


 


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 Employee.


 


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.


 


[Signature page to follow.]


 


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


 


	
   

  	
   

  	
  PETROHAWK ENERGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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