exv10w10






Exhibit 10.10




APPROACH RESOURCES INC.

2007 STOCK INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT, made and entered into as of the ___ day of                     , 20___, by and between
Approach Resources Inc., a Delaware corporation (“Approach”), and                                         , an
employee, outside director or other individual providing services to Approach or one of its
Affiliates (“Participant”).



     WHEREAS, the Compensation Committee of Approach’s Board of Directors or such other committee
designated by Approach’s Board of Directors (the “Committee”), acting under Approach’s 2007 Stock
Incentive Plan (the “Plan”), has the authority to award restricted shares of Approach’s common
stock, $0.01 par value per share (the “Common Stock”), to employees, outside directors or other
individuals providing services to Approach or an Affiliate; and



     WHEREAS, pursuant to the Plan, the Committee has determined to make such an award to
Participant on the terms and conditions and subject to the restrictions set forth in the Plan and
this Agreement, and Participant desires to accept such award;



     NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements contained
herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:



     1. Restricted Stock Award. On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, Approach hereby awards to Participant,
and Participant hereby accepts, a restricted stock award (the “Award”) of                      shares (the
“Restricted Shares”) of Common Stock. The Award is made on the ___ day of                                         , 20___ (the
“Grant Date”). A certificate representing the Restricted Shares shall be issued in the name of
Participant (or, at the option of Approach, in the name of a nominee of Approach) as of the Grant
Date and delivered to Participant on the Grant Date or as soon thereafter as practicable.
Participant shall cause the certificate representing the Restricted Shares, upon receipt thereof by
Participant, to be deposited, together with stock powers and any other instrument of transfer
reasonably requested by Approach duly endorsed in blank, with Approach, to be held by Approach in
escrow for Participant’s benefit until such time as the Restricted Shares represented by such
certificate are either forfeited by Participant to Approach or the restrictions thereon terminate
as set forth in this Agreement.



     2. Vesting and Forfeiture.




     (a) The Restricted Shares shall be subject to a restricted period (the “Restricted
Period”) that shall commence on [the Grant Date/                    , 20___] and shall end on
[the third anniversary of the Grant Date/                    , 20___]. During the Restricted
Period, the Restricted Shares shall be subject to being forfeited by Participant to Approach
as provided in this Agreement, and Participant may not sell, transfer, pledge, exchange,
hypothecate or otherwise dispose of any of the Restricted



 









 







Shares (the “Restrictions”), other than by will or pursuant to the applicable laws of
descent and distribution, except that the Restrictions shall be removed as to:




     (i) 33-1/3% of such shares (if a fractional number, then the next lower whole
number) on [the first anniversary of the Grant Date/                    , 20___], provided
Participant is in the continuous service of Approach or an Affiliate until such
date;




     (ii) an additional 33-1/3% of such shares (if a fractional number, then the
next lower whole number) on [the second anniversary of the Grant
Date/                                        , 20___], provided Participant is in the continuous service of
Approach or an Affiliate until such date; and




     (iii) the remaining shares on [the third anniversary of the Grant
Date/                                        , 20___], provided Participant is in the continuous service of
Approach or an Affiliate until such date.




Following the removal of the Restrictions on any Restricted Shares, Approach shall deliver
to Participant from escrow a certificate representing such shares of Common Stock and
Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of such shares of Common Stock, subject to applicable securities laws and the
policies of Approach then in effect.




     (b) Subject to paragraph (c) of this Section, upon termination of Participant’s
employment or service with Approach or an Affiliate, (i) Participant shall have no rights
whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by
that time been removed pursuant to paragraph (a) of this Section, (ii) all of the Restricted
Shares as to which the Restrictions have not by that time been removed pursuant to paragraph
(a) of this Section shall automatically revert to Approach at no cost and (iii) neither
Participant nor any of his or her heirs, beneficiaries, executors, administrators or other
personal representatives shall have any rights with respect thereto.




     (c) The Change of Control provisions in Article XIII of the Plan shall apply with
respect to the Restricted Shares.



     3. Rights as Stockholder. Subject to the provisions of this Agreement, upon the
issuance of a certificate or certificates representing the Restricted Shares to Participant,
Participant shall become the record and beneficial owner thereof for all purposes and shall have
all rights as a stockholder, including without limitation voting rights and the right to receive
dividends and distributions (provided that any such dividend or distribution shall be paid no later
than the 15th day of the third month of the calendar year following the calendar year in
which the dividend or distribution is declared by Approach), with respect to the Restricted Shares.
If and to the extent Approach shall effect a stock split, stock dividend or similar distribution
with respect to the Common Stock, (i) the stock distributed pursuant thereto shall be held by
Approach with respect to those Restricted Shares as to which the Restrictions have not yet been
removed pursuant to Section 2; (ii) such additional stock shall enjoy the privileges and be subject
to the



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Restrictions applicable to the Restricted Shares; and (iii) Participant shall be entitled to
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such additional stock when
the Restrictions on the Restricted Shares to which the distribution relates have been removed
pursuant to Section 2.



     4. Optional Issuance in Book-Entry Form. Notwithstanding the foregoing, at the option
of Approach, any shares of Common Stock that under the terms of this Agreement are issuable in the
form of a stock certificate may instead be issued in book-entry form.



     5. Withholding Taxes.




     (a) Participant may elect, within 30 days of the Grant Date and on notice to Approach
and the Internal Revenue Service in accordance with Section 83(b) of the Internal Revenue
Code of 1986, as amended, and the regulations and other guidance thereunder, to realize
income for federal income tax purposes equal to the fair market value of the Restricted
Shares on the Grant Date. In such event, Participant shall make arrangements satisfactory
to Approach or the appropriate Affiliate to pay in the calendar year that includes the Grant
Date any federal, state or local taxes required to be withheld with respect to such shares.




     (b) If no election is made by Participant pursuant to Section 5(a) hereof, then upon
the termination of the Restrictions applicable hereunder to all or any portion of the
Restricted Shares, Participant (or in the event of Participant’s death, the administrator or
executor of Participant’s estate) will pay to Approach or the appropriate Affiliate, or make
arrangements satisfactory to Approach or such Affiliate regarding payment of, any federal,
state or local taxes of any kind required by law to be withheld with respect to the
Restricted Shares with respect to which such Restrictions have terminated. Approach may
allow the Participant to pay the amount of such taxes required by law to be withheld with
respect to the Restricted Shares by (i) withholding shares of Common Stock from any issuance
of Common Stock due as a result of the removal of the Restrictions on any Restricted Shares,
or (ii) permitting the Participant to deliver to Approach previously acquired shares of
Common Stock, in each case having an aggregate fair market value equal to the amount of such
required withholding taxes.




     (c) Any provision of this Agreement to the contrary notwithstanding, if Participant
does not satisfy his or her obligations under paragraphs (a) or (b) of this Section,
Approach shall, to the extent permitted by law, have the right to deduct from any payments
made under the Plan, regardless of the form of such payment, or from any other compensation
payable to Participant, whether or not pursuant to this Agreement or the Plan and regardless
of the form of payment, any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Shares.



     6. Reclassification of Shares. In the event of any reorganization, recapitalization,
stock split, stock dividend, merger, consolidation, combination of shares or other change affecting
the Common Stock, the Committee shall make adjustments in accordance with the Plan. Any such
adjustments made by the Committee shall be conclusive.



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     7. Effect on Employment. Nothing contained in this Agreement shall confer upon
Participant the right to continue in the employment of Approach or any Affiliate, or affect any
right which Approach or any Affiliate may have to terminate the employment of Participant. This
Agreement does not constitute evidence of any agreement or understanding, express or implied, that
Approach or any Affiliate will retain Participant as an employee for any period of time or at any
particular rate of compensation.



     8. Investment Representations.




     (a) The Shares are being received for Participant’s own account with the intent of
holding them and without the intent of participating, directly or indirectly, in a
distribution of such Shares and not with a view to, or for resale in connection with, any
distribution of such Shares or any portion thereof.




     (b) A legend may be placed on any certificate(s) or other document(s) delivered to
Participant or substitute therefore indicating restrictions on transferability of the Shares
pursuant to this Agreement or referring to any stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of
the Securities and Exchange Commission, NASDAQ or any other stock exchange or association
upon which the common stock of Approach is then listed or quoted, any applicable federal or
state securities laws, and any applicable corporate law, and any transfer agent of Approach
shall be instructed to require compliance therewith.



     9. Assignment. Approach may assign all or any portion of its rights and obligations
under this Agreement. The Award, the Restricted Shares and the rights and obligations of
Participant under this Agreement may not be sold, transferred, pledged, exchanged, hypothecated or
otherwise disposed of by Participant other than by will or the applicable laws of descent and
distribution.



     10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
(i) Approach and its successors and assigns, and (ii) Participant and his or her heirs, devisees,
executors, administrators and personal representatives.



     11. Notices. All notices between the parties hereto shall be in writing and given in
the manner provided in Section 15.7 of the Plan. Notices to Participant shall be given to
Participant’s address as contained in Approach’s records. Notices to Approach shall be addressed
to the Corporate Secretary at the principal executive offices of Approach as set forth in Section
15.7 of the Plan.



     12. Governing Law; Exclusive Forum; Consent to Jurisdiction. This Agreement shall be
governed by the laws of the State of Delaware except for its laws with respect to conflict of laws.
The exclusive forum for any lawsuit arising from or related to this Agreement shall be a state or
federal court in Tarrant County, Texas. This provision does not prevent Approach from removing to
an appropriate federal court any action brought in state court. PARTICIPANT HEREBY CONSENTS TO,
AND WAIVES ANY OBJECTIONS TO, REMOVAL TO



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FEDERAL COURT BY APPROACH OF ANY ACTION BROUGHT AGAINST IT BY PARTICIPANT.




     IN WITNESS WHEREOF, Approach and Participant have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	APPROACH RESOURCES INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Participant Signature	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Participant Printed Name	 	 







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STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED and pursuant to that certain Approach Resources Inc. 2007 Stock Incentive
Plan and the Restricted Stock Award Agreement dated                     , 20___ (the “Agreement”), the
undersigned Participant hereby sells, assigns and transfers unto                                         ,                     
shares of Common Stock, $0.01 par value per share, of Approach Resources Inc., a Delaware
corporation (“Approach”), standing in the undersigned’s name on the books of Approach and does
hereby irrevocably constitute and appoint the Corporate Secretary of Approach as the undersigned’s
attorney-in-fact, with full power of substitution, to transfer said stock on the books of Approach.
THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.



Dated:                                         




	 	 	 	 	 
	 

	 	PARTICIPANT	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Participant Signature
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Participant Printed Name