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 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, acertificate 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
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