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  Exhibit 10.28    
    


 
    LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN    
    
    PHANTOM STOCK UNIT (SAR AWARD) AGREEMENT FOR
  CANADIAN EMPLOYEE GRANTEES    
    


        This Phantom Stock Unit Agreement ("Agreement") is made as of
the                    day of                    ,
20    , between
Lone Pine Resources Inc., a Delaware corporation ("Lone Pine"), and                        (the "Employee"). For purposes of
this Agreement, the term "the Company" shall include Lone Pine and its
Affiliates, as defined in the Lone Pine Resources Inc. 2011 Stock Incentive Plan (the "Plan"). 


        1.    Award.    Pursuant to the Plan, in consideration for the anticipated services of the
Employee to the Company in Canada in the future, Lone Pine hereby makes a grant of Phantom Stock Units (as defined below) subject to the terms and conditions contained herein and in the Plan, which is
available on Lone Pine's intranet at the following site: [                    ]. The Phantom Stock Units so awarded are not in substitution for or in
lieu of ordinary salary or
wages of the Employee. For paper copies of the Plan and prospectus please contact [                        ], Suite 1100, 640
5th Avenue SW, Calgary,
Alberta, Canada, T2P 3G4, or call 403.      .      . 



        (a)    Units.    Pursuant to the Plan,        units (the
"Phantom Stock Units") shall be granted to the Employee as hereinafter provided and credited to a notional account maintained by Lone Pine in the Employee's
name, subject to certain restrictions thereon. On the terms and conditions set out herein and in the Plan, each Phantom Stock Unit entitles the Employee to a payment equal to the Appreciation Value
(as defined below) of the Phantom Stock Unit. Phantom Stock Units may be settled in cash or in newly-issued shares of Lone Pine's common stock ("Shares"), or any combination thereof, as determined by
the Committee (as defined in the Plan) in its sole discretion. For greater certainty, no Phantom Stock Units shall have any value (monetary or otherwise) prior to the Vesting Date (as defined below).
The Phantom Stock Units constitute a "Phantom Stock Award" under the Plan. 


        (b)    Grant of Phantom Stock Units.    The Phantom Stock Units shall be granted upon acceptance hereof by the
Employee. The Employee acknowledges and agrees that this award of Phantom Stock Units shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any,
pursuant to the terms thereof. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. 



        (c)    Base Value.    The Base Value of each Phantom Stock Unit shall be $        , which has been determined to
be not less than the Fair Market Value of a Share at the date of grant of the Phantom Stock Units. For all purposes of this Agreement, Fair Market Value of a Share shall be determined in accordance
with the provisions of the Plan. 




        2.    Definitions.    For purposes of this Agreement, the following capitalized words and
terms shall have the meanings indicated below: 



        (a)   "Appreciation
Value" shall mean, in respect of each Phantom Stock Unit, an amount equal to the Fair Market Value of a Share on the Vesting Date less the Base Value (as
determined pursuant to Section 1(c)) of the Phantom Stock Unit; 


        (b)   "Board"
shall have the meaning set forth in the Plan; 


        (c)   "Corporate
Change" shall mean the occurrence of any one or more of the following events: 



          (i)  Lone
Pine shall not be a surviving or continuing entity in any merger, amalgamation, consolidation or other reorganization or business combination (or survives or
continues only as a subsidiary of an entity other than a previously wholly-owned subsidiary of Lone Pine); 









 


         (ii)  Lone
Pine sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of Lone Pine); 


        (iii)  Lone
Pine is to be dissolved and liquidated; 


        (iv)  any
person or entity, including a "group" as contemplated by Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended, acquires or gains
ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of Lone Pine's voting stock (based upon voting power); or 



         (v)  as
a result of or in connection with a contested election of directors, the persons who were directors of Lone Pine before such election shall cease to constitute a
majority of the Board. 




Notwithstanding
the foregoing, the term "Corporate Change" shall not include any amalgamation, merger, consolidation or other reorganization or business combination involving solely Lone Pine and one
or more previously wholly-owned subsidiaries of Lone Pine. 


        (d)   "Disability"
shall mean that, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from the
full-time performance of his duties for six consecutive months, and he shall not have returned to full-time performance of his duties within 30 days after written notice
of termination is given to the Employee by the Company (provided, however, that such notice may not be given prior to 30 days before the expiration of such six-month period). 


        (e)   "Forfeiture
Restrictions" shall have the meaning specified in Section 3(a) hereof. 


        (f)    "Involuntary
Termination" shall mean any termination of the Employee's employment with the Company which does not result from (i) a resignation by the Employee,
(ii) a termination as a result of death or Disability, or (iii) a termination of the Employee's employment by the Company by reason of the Employee's unsatisfactory performance of his
duties, to be determined by the Company in its sole discretion, or final conviction of a misdemeanor involving moral turpitude or a felony. 


        (g)   "Vesting
Date" shall mean the date, if any, upon which the Forfeiture Restrictions Lapse pursuant to Section 3(b) below. 




        3.    Phantom Stock Units.    The Employee hereby accepts the Phantom
Stock Units when granted and agrees with respect thereto as follows: 



        (a)    Forfeiture Restrictions.    The Phantom Stock Units granted hereunder may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of, and in the event of termination of the Employee's employment with the Company for any reason other than death, Disability,
or Involuntary Termination, the Employee shall, for no consideration, forfeit to Lone Pine all Phantom Stock Units to the extent then subject to the Forfeiture Restrictions. The prohibition against
transfer and the obligation to forfeit and surrender Phantom Stock Units to Lone Pine upon termination of employment are herein referred to as the "Forfeiture Restrictions." 


        (b)    Lapse of Forfeiture Restrictions.    The Forfeiture Restrictions shall lapse and cease to apply to Phantom
Stock Units according to the following schedule provided that the Employee has 



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been
continuously employed by the Company from the date of this Agreement through the lapse date: 



 






				
	 	Percentage of Units Vesting



 
	 	Vesting Date 
	 	





  	 	 
	 	  	 	 
	 	





  	 	 




 

 
        Notwithstanding
the foregoing, the Forfeiture Restrictions shall lapse and cease to apply as to all of the Phantom Stock Units then subject to the Forfeiture Restrictions, and the
Vesting Date for such Phantom Stock Units shall be: (i) the date of a Corporate Change provided that the Employee has been continuously employed by the Company from the date of this Agreement
to the date of such Corporate Change or (ii) the date the Employee's employment with the Company is terminated by reason of death, Disability, or Involuntary Termination. 


        As
soon as reasonably practicable after the Vesting Date, but in no event later than December 31st of the calendar year containing the Vesting Date, the
Company will make a payment in cash or Lone Pine will deliver newly-issued Shares, or any combination thereof, as determined by the Committee in its sole discretion, equal to the Appreciation Value of
the Phantom Stock Units, subject to (i) the Employee's satisfaction of applicable taxes and other required source deductions (as described in Section 3(d) below) and (ii) the
condition that if at any time the Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Shares is required under any federal, provincial or
state laws or under the rules of any securities exchange, or consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of
the Shares, then this grant of Phantom Stock Units will not vest or be settled through the issuance of Shares, as determined by the Committee, in whole or in part, unless and until such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board or the Committee. Instead of issuing physical certificates
representing the Shares (if any) issued in full or partial settlement of Phantom Stock Units, Lone Pine, in its sole discretion, may elect to evidence and complete the delivery of the Shares by means
of electronic, book-entry statement in the records of Lone Pine's stock transfer agent. Certificates representing Shares (if any) may bear such legend or legends as the Committee, in its
sole discretion, deems appropriate in order to comply with the terms and provisions of this Agreement and applicable securities laws and stock exchange rules. Where Phantom Stock Units are settled
through the delivery of Shares, in whole or in part, Lone Pine, in its sole discretion, may elect to deliver the certificate either in certificated or electronic, book-entry form to a
brokerage account established for the Employee's benefit at a brokerage or financial institution selected by Lone Pine. The Employee agrees to complete and sign any documents, including stock powers,
and to take any additional action that Lone Pine may request to enable it to deliver the Shares on the Employee's behalf. Further, the Employee agrees that any Shares issued under this Agreement will
not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable securities laws or stock exchange rules. 


        If
the employment of the Employee with the Company terminates prior to the lapse of the Forfeiture Restrictions, and there exists a dispute between the Employee and the Company or the
Committee as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of the grant, the Phantom Stock Units and all rights, property and interests
associated therewith shall remain subject to the Forfeiture Restrictions until the resolution of such dispute. 



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        (c)    Settlement.    Settlement of vested Phantom Stock Units in cash shall be made by payment from the Company in an
aggregate amount equal to the Appreciation Value multiplied by the number of vested Phantom Stock Units (less applicable withholding taxes). Settlement of vested Phantom Stock Units in Shares shall be
made by delivery from Lone Pine of a number of Shares having a Fair Market Value (as determined on date of settlement) equal to the Appreciation Value multiplied by the number of vested Phantom Stock
Units (less applicable withholding taxes). 


        Any
cash payment in settlement of Phantom Stock Units shall be payable in Canadian dollars, determined based on the Bank of Canada noon spot rate on the Vesting Date. 


        (d)    Withholding of Taxes and Other Required Source Deductions.    To the extent that the receipt of the Phantom
Stock Units results in employment income, compensation income, wages or other taxable income to the Employee for federal, state, provincial or local tax purposes, the Employee shall deliver to the
Company at the time of such receipt such amount of money (in Canadian dollars) as the Company may require to ensure it can comply with its withholding obligations under applicable tax laws or
regulations. The Committee may, in its discretion, require the Employee to pay to the Company at the time of the settlement of Phantom Stock Units or thereafter, the amount that the Committee deems
necessary to satisfy the Company's current or future obligation to withhold federal, state, provincial or local income or other taxes that the Employee may incur in connection with the settlement of
the Phantom Stock Units. If the Phantom Stock Units are settled in cash, then the Company shall deduct from the amount of the cash payment the amount that is required to satisfy the Company's tax
withholding obligation and other required source deductions arising in connection with the Vesting Date. If the Phantom Stock Units are settled in Shares, the Employee may (i) direct the
Company to withhold from the Shares to be issued to the Employee the number of Shares necessary to satisfy the Company's obligation to withhold taxes and other required source deductions, that
determination to be based on the shares' Fair Market Value as of the date of settlement; (ii) deliver to the Company sufficient shares of Lone Pine's common stock (based upon the Fair Market
Value as of the date of such delivery) to satisfy the Company's tax withholding obligation and other required source deductions; or (iii) deliver sufficient cash (in Canadian dollars) to the
Company to satisfy its tax withholding obligation and other required source deductions. If the Employee elects to use a stock
withholding feature, then the Employee must make the election at the time and in the manner that the Committee prescribes. The Committee may, at its sole option, deny the Employee's request to satisfy
withholding obligations through shares of Lone Pine's common stock instead of cash. In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any
shares of Lone Pine's common stock withheld or delivered as payment of any tax withholding obligation or other required source deductions is insufficient to discharge that tax withholding obligation
and required deductions, then the Employee shall pay to the Company, immediately upon the Committee's request, the amount of that deficiency in the form of payment requested by the Committee. 


        (e)    Corporate Acts.    The existence of the Phantom Stock Units shall not affect in any way the right or power of
the Board or the stockholders of Lone Pine to make or authorize any adjustment, recapitalization, reorganization or other change in Lone Pine's capital structure or its business, any merger,
amalgamation, consolidation or other reorganization or business combination of Lone Pine, any issue of debt or equity securities, the dissolution or liquidation of Lone Pine or any sale, lease,
exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. Prior to the settlement date, the Committee shall have the right, in its sole
discretion, to determine to make or determine not to make adjustments to any Phantom Stock Units in the event of a recapitalization, reorganization or other change in the Company's capital structure
or business, or any merger, amalgamation, consolidation or other reorganization or business combination as described in the Plan. 



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        4.    Rights as Stockholder.    The Phantom Stock Units represent an
unsecured and unfunded right to receive a payment in Shares or cash, as applicable, which right is subject to the terms, conditions and restrictions set forth in this Agreement and the Plan.
Accordingly, the Employee will have no rights as a stockholder with respect to any Shares covered by this Agreement until the Phantom Stock Units vest and the Shares, if any, are issued by Lone Pine
and are deposited in the Employee's account at a transfer agent or other custodian selected by the Committee, or are otherwise issued to the Employee with respect to those vested Phantom Stock Units. 


        5.    Employment Relationship.    A period of notice, if any, or
payment in lieu thereof, upon termination of employment, wrongful or otherwise, shall not be considered as extending the period of employment for the purposes of this Agreement. Without limiting the
scope of the preceding sentence, it is expressly provided that the Employee shall be considered to have terminated employment with the Company at the time of the termination of the "Affiliate" status
under the Plan of the entity or other organization that employs the Employee. Nothing in the adoption of the Plan, nor the award of Phantom Stock Units thereunder pursuant to this Agreement, shall
confer upon the Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Any question as to whether and when
there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, and its determination shall be final. The Employee waives any and all right to
compensation or damages in consequence of termination of employment (whether lawfully or unlawfully) or otherwise whatsoever
insofar as those rights arise or may arise from the Employee's ceasing to have rights under or be entitled to receive any Shares or cash payment under the Plan as a result of such termination of
employment or pursuant to Section 3(a) of this Agreement. 


        6.    Committee's Powers.    No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering, any of the powers, rights or authority vested in the Committee pursuant to the terms
of the Plan, including, without limitation, the Committee's rights to make certain determinations and elections with respect to the Phantom Stock Units. 


        7.    Resolution of Disputes.    As a condition of the granting of the
Phantom Stock Units hereby, the Employee and the Employee's heirs, personal representatives and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the
Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of this Agreement shall be final and shall be binding and conclusive, for all
purposes, upon the Company, the Employee, the Employee's heirs, personal representatives and successors or any person or entity claiming through any of them. 


        8.    Binding Effect; Survival.    This Agreement shall be binding
upon and inure to the benefit of any successor to the Company and all persons lawfully claiming under the Employee. The provisions of Section 3(b) shall survive the lapse of the Forfeiture
Restrictions without forfeiture. 


        9.    Entire Agreement; Amendment.    This Agreement replaces and merges all previous
agreements and discussions relating to the same or similar subject matters between the Employee and the Company and constitutes the entire agreement between the Employee and Lone Pine with respect to
the subject matter of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation or agreement made by any employee, officer, or representative of the
Company or by any written agreement unless signed by an officer of Lone Pine who is expressly authorized by Lone Pine to execute such document. Any modification of this Agreement shall be effective
only if it is in writing and signed by both the Employee and an authorized officer of Lone Pine. 


        10.    Notices.    Any notices or other communications provided for in
this Agreement shall be sufficient if in writing. In the case of the Employee, such notices or communications shall be effectively delivered if hand delivered to the Employee or if sent by registered
or certified mail to the Employee 


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at
the last address the Employee has filed with the Company. In the case of Lone Pine, such notices or communications shall be effectively delivered if sent by registered or certified mail to Lone
Pine at its principal executive offices. 


        11.    Clawback.    Notwithstanding any provisions in this Agreement
to the contrary, any portion of the payments and benefits provided under this Agreement or the sale of Shares shall be subject to a clawback to the extent necessary to comply with applicable law
including, without limitation, the requirements of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act or any United States Securities and Exchange Commission rule. 


        12.    Controlling Law.    This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.


[Signatures
begin on the following page.] 


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        IN WITNESS WHEREOF, Lone Pine has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has
executed this Agreement, all as of the date first above written. 

 






					
	 
	 	 LONE PINE RESOURCES INC.
	 
	 	  By:
	 	 







     [name]

    [title]
	 
	 	   EMPLOYEE

	 
	 	  







  [Employee Name]




 

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QuickLinks



Exhibit 10.28


LONE PINE RESOURCES INC. 2011 STOCK INCENTIVE PLAN PHANTOM STOCK UNIT (SAR AWARD) AGREEMENT FOR CANADIAN EMPLOYEE GRANTEES