Exhibit
10.5

      

    AMERICAN
STANDARD ENERGY CORP.

    DEFERRED
COMPENSATION AGREEMENT

    


    THIS
AGREEMENT is made and entered into this 15th day of April, 2010, by and between
Scott Feldhacker 

    ("Participant")
and AMERICAN STANDARD ENERGY CORP. (the "Corporation");

     

    WITNESSETH:

     

         WHEREAS,
the Corporation has established this Deferred Compensation Program ("Program")
for certain of the employees of the Corporation; and

     

         WHEREAS,
Participant has been selected to participate in the Program for the period
between April 15, 2010 and December 31, 2010 (the “Plan Period”);
and

     

         WHEREAS,
stock options may be awarded in lieu of compensation and the Directors had acted
to authorize such award; and

     

         WHEREAS,
this date it is hereby agreed between Participant and the Corporation to issue
400,000 stock options to Participant as provided herein in lieu of payment to
Participant of any salary to be earned by Participant with respect to the Plan
Period, to be vested as provided in the following table:

    


    
      
        	
                Shares (Percentage)

              	 
      	
                Date Vested

              
	
                100,000
      (25%)

              	 
      	
                January
      1, 2011

              
	
                100,000
      (25%)

              	 
      	
                July
      1, 2011

              
	
                100,000
      (25%)

              	 
      	
                January
      1, 2012

              
	
                100,000
      (25%)

              	
                  

              	
                July
      1, 2012

              


      

    

     

         NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
herein set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed by the parties as
follows:

    


    
      
        	
                1.

              	
                In
      the event that salary, annual bonus or commissions, or a specified
      combination thereof, is earned by Participant with respect to the Plan
      period, and an election is made according to this Agreement, then, in lieu
      of payment of such amount, Participant shall be granted a stock option,
      the terms of which shall be as follows:

              
	 
      	
                   a.
           The shares with respect to which an option
      shall be granted are the common stock of AMERICAN STANDARD ENERGY
      CORP.

              
	 
      	
                   b.
           All options granted pursuant to these
      resolutions shall be non-statutory stock option not intended to qualify as
      an incentive stock option under Section 422A of the Internal Revenue Code
      of 1986, as amended.

              
	 
      	
                   c.
           The term of the option shall be ten years
      from the date of grant, with 100% vesting to occur according to the
      Vesting Table within this Agreement.

              
	 
      	 
      
	
                2.

              	
                This
      Agreement is irrevocable.

              
	 
      	 
      
	
                3.

              	
                No
      dividends, divided equivalents, or other income shall be paid or accrued
      with respect to any option granted pursuant to this
    Agreement.

              
	 
      	 
      
	
                4.

              	
                If
      Participant terminates employment for any reason or is terminated for
      cause prior to the vesting of an option, those options not yet vested
      shall be forfeited.

              


      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      
        	
                5.

              	
                Should
      the authorized share count of American Standard Energy Corp. change for
      any reason the Participant’s deferred compensation stock options shall
      change proportionally to the
Company.

              


      

    

     

    IN
WITNESS WHEREOF, Participant and the Corporation have caused this Agreement to
be executed as of the day and year first above written.

     

    AMERICAN
STANDARD ENERGY CORP.

    


    
      
        
          
            
              
                	
                        By: 

                      	/s/
      Richard MacQueen  	 
      	/s/
      Scott Feldhacker  	 
	
                        Richard
      MacQueen, Vice President, Secretary

                      	 
      	
                        Scott
      Feldhacker, Participant