Exhibit 10.15


 


ARCHAEA ENERGY INC.


2021 OMNIBUS INCENTIVE PLAN


 


RESTRICTED STOCK UNIT GRANT NOTICE


 


Pursuant to the terms and
conditions of the Archaea Energy Inc. 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”),
Archaea Energy Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below
(“you” or the “Participant”) the number of restricted stock units (the “RSUs”)
set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein,
in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and in the
Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth
in the Plan.


 


	Type of Award:	Restricted Stock Units
	 	 
	Participant:	 
	 	 
	Date of Grant:	 
	 	 
	Total Number of Restricted Stock Units:	
    

	 	 
	
    Vesting Schedule:
	 


 


By your signature below, you
agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant
Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully
understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final
all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this
Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts),
each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 


Notwithstanding any provision of this Grant Notice
or the Agreement, if you have not executed this Grant Notice within 90 days following the Date of Grant set forth above, you will be deemed
to have accepted this Award, subject to all of the terms and conditions of this Grant Notice, the Agreement and the Plan.


 


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IN WITNESS WHEREOF,
the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and the Participant has executed this
Grant Notice, effective for all purposes as provided above.


 


	 	ARCHAEA ENERGY INC.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	 	 


 


	 	PARTICIPANT
	 	 
	 	Name: [●]
	 	 


 


Signature Page
to


Restricted Stock
Unit Grant Notice


 




     


     


    

 


EXHIBIT A


 


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock Unit
Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made
as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Archaea Energy Inc., a Delaware
corporation (the “Company”), and                                           (the “Participant”). Capitalized
terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.
Award.  In consideration of the Participant’s past and/or continued employment with, or service to, the Company
or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective
as of the Date of Grant set forth in the Grant Notice (the “Date of Grant”), the Company hereby grants to the
Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement
and the Plan, which is incorporated herein by reference as a part of this Agreement. In the event of any inconsistency between the Plan
and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one Share, subject
to the terms and conditions set forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in
the manner set forth in the Grant Notice, the Participant will have no right to receive any Shares or other payments in respect of the
RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the
general assets of the Company.


 


2.
Vesting of RSUs. Except as otherwise set forth in Section 5, the RSUs shall vest in accordance with the vesting
schedule set forth in the Grant Notice.  Unless and until the RSUs have vested in accordance with such vesting schedule, the Participant
will have no right to receive any dividends or other distribution with respect to the RSUs. Upon the Participant’s Termination of
Service prior to the vesting of all of the RSUs, any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof)
will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to
the Company.


 


3.
Dividend Equivalents. In the event that the Company declares and pays a dividend in respect of its outstanding Shares
and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the
Company shall record the amount of such dividend in a bookkeeping account and pay to the Participant an amount in cash equal to the cash
dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares
equal to the number of RSUs held by the Participant that have not been settled as of such record date, such payment to be made on the
date on which such RSUs are settled in accordance with Section 4 (the “Dividend Equivalents”). For purposes
of clarity, if the RSUs (or any portion thereof) are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant
shall also forfeit the Dividend Equivalents, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the Dividend
Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.


 






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4.
Settlement of RSUs. As soon as administratively practicable following the vesting of RSUs pursuant to Section 2,
but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of Shares equal to the
number of RSUs subject to this Award. All Shares issued hereunder shall be delivered either by delivering one or more certificates for
such shares to the Participant or by entering such shares in book-entry form, as determined by the Committee in its sole discretion. The
value of Shares shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant
to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.


 


5.
Restrictive Covenants. Notwithstanding any provision in this Agreement or the Plan to the contrary, in the event the
Committee determines that Participant has failed to abide by the provisions of any confidentiality, non-competition, non-solicitation,
non-disparagement or similar covenant in any agreement by and between the Company or any Affiliate and the Participant, then all RSUs
that have not been settled as of the date of such determination (and all rights arising from such RSUs and from being a holder thereof)
will terminate automatically without any further action by the Company or the Participant and will be forfeited without further notice
and at no cost to the Company.


 


6.
Tax Withholding. To the extent that the receipt, vesting or settlement of this Award results in compensation income
or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory
to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are required to
be withheld in respect of this Award, which arrangements include the delivery of cash or cash equivalents, Shares (including previously
owned Shares (which is not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other cashless
withholding or reduction of the amount of Shares otherwise issuable or delivered pursuant to this Award), other property, or any other
legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of
previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have
an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined
based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized
without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction
of a Share withheld but not required to satisfy such tax obligations shall be paid instead in cash to the Participant. The Participant
acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying
Shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the
Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers, directors,
officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders
and financial representatives) for tax advice or an assessment of such tax consequences.


 


7.
Employment/Service Relationship. For purposes of this Agreement, Participant shall be considered to be employed by,
or providing services to, the Company or an Affiliate as long as Participant remains an employee or other service provider of any of the
Company, an Affiliate or a corporation or other entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting
a new award for this Award.


 






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8.
Non-Transferability.  During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred
in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued,
and all restrictions applicable to such shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the
debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and
any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by
the preceding sentence.


 


9.
Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares
hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities and with the
requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such
issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon
which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities
Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to the Company,
the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements
of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed
by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company
of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition
to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance
as may be requested by the Company.


 


10.
Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares
that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments
shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise
specifically provided for in the Plan or this Agreement.


 


11.
Execution of Receipts and Releases. Any issuance or transfer of Shares or other property to the Participant or the Participant’s
legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such
Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s
legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt
therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify
the date of settlement with respect to vested RSUs.


 






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12.
No Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor the award of the RSUs
thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or
a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company
or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Unless otherwise provided
in a written employment or service agreement or by applicable law, the Participant’s employment or service with the Company, or
any such Affiliate, or any other entity shall be on an at-will basis, and the employment or service relationship may be terminated at
any time by either the Participant or the Company, or any such Affiliate, or other entity for any reason whatsoever, with or without cause
or notice. Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination,
shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes.
This Award is a one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right
to receive a grant of RSUs or other Awards or any payment or benefits in the future, including any adjustment to wages, overtime, benefits
or other compensation. Any future Awards will be granted at the sole discretion of the Company.


 


13.
Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice):


 


If to the Company, unless otherwise
designated by the Company in a written notice to the Participant (or other holder):


 


Archaea Energy Inc.

Attn: General Counsel


500 Technology Drive, Second
Floor


Canonsburg, Pennsylvania
15317


 


If to the Participant,
at the Participant’s last known address on file with the Company.


 


Any notice that is delivered personally or by
overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed
by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and
mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close
of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.


 


14.
Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant
agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver
(including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements,
annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the
Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which
the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for
an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees
that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.


 






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15.
Agreement to Furnish Information. The Participant agrees to furnish to the Company all information requested by the
Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute or
regulation.


 


16.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to
the RSUs granted hereby; provided ̧ however, that any conflict between this Agreement, on the one hand, and the terms of a written
employment-related agreement with the Participant effective on or prior to the Date of Grant or, if the Participant is a participant in
any executive severance plan, such executive severance plan, shall be decided in favor of the provisions of such employment-related agreement
or such executive severance plan, as applicable. Without limiting the scope of the preceding sentence, except as provided therein, all
prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and
of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is
not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment
that materially and adversely reduces the rights of the Participant shall be effective only if it is in writing and signed by both the
Participant and an authorized officer of the Company.


 


17.
Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid
or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other
provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this
Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any
party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at
any time while or after such breach or condition giving rise to such rights continues.


 


18. Company Recoupment
of Awards. The Participant’s rights with respect to this Award
shall in all events be subject to (a) all rights that the Company may have under any Company recoupment policy or any other agreement
or arrangement with the Participant, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based
compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder form time to
time by the U.S. Securities and Exchange Commission.


 


19.
Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of DELAWARE applicable to contracts made and to be performed therein,
exclusive of the conflict of laws provisions of DELAWARE LAW.


 






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20. Successors and Assigns.
The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding
upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein
and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators
and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.


 


21. Headings; References;
Interpretation. Headings are for convenience only and are not deemed to be part of this Agreement. The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires
a different construction, be deemed to be references to the Sections of this Agreement. The word “or” as used herein is not
exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning
“including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument
or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and
restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$”
in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties
hereto.


 


22.
Counterparts.  The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable
document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.


 


23.
Section 409A. Notwithstanding anything herein or in the Plan
to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A
of the Code and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the
Committee determines that the RSUs may not be exempt from Section 409A of the
Code, then, if the Participant is deemed to be a “specified employee” within the meaning of Section
409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the RSUs upon
his “separation from service” within the meaning of Section 409A
of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section
409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s
separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations
that the RSUs provided under this Agreement are exempt from or compliant with Section
409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest
or other expenses that may be incurred by the Participant on account of non-compliance with Section
409A of the Code.


 


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