**Exhibit 10.9**

 

**BLACK RAVEN ENERGY, INC.**

 

**EQUITY COMPENSATION PLAN**

**FORM OF RESTRICTED STOCK AWARD AGREEMENT**

 

| **Name  of Participant:**      |       |               |       |                      |
|--------------------------------|------------|--------------------|------------|---------------------------|
| **No. of  Shares:**  | ** ** | **Date of Grant:** |       |                      |
|                           |       |               |       |                      |
| **Shares  Vested:**            | ** ** | **Date:**          | ** ** | **Performance  Measure:** |
| ** **                     | ** ** | ** **         | ** ** | ** **                |

 

A.                                   Black RavenEnergy, Inc. (the “Company”) wishes to give you an added incentive tocontinue in the long-term service of the Company and to create in you a moredirect interest in the future success of the operations of the Company bygranting you restricted shares of the Company’s common stock (the “Common Stock”),pursuant to the provisions of the Company’s Equity Compensation Plan (the “Plan”).

 

B.                                     The Company andyou desire to set forth the terms and conditions of such grant.

 

NOW THEREFORE, pursuant tothe terms of this Restricted Stock Award Agreement (this “Agreement”), theCompany grants you the number of shares of Common Stock (the “Shares” or the “Award”)indicated above.  Capitalized terms notexplicitly defined in this Agreement but defined in the Plan shall have thesame definitions as in the Plan or the Grant Notice, respectively.

 

The details of your Awardare as follows:

 

# 1.                                       Grant of Restricted Stock.  Subject to the terms and conditions of thisAgreement, in consideration of your services to the Company, you hereby agreeto acquire from the Company, and the Company hereby agrees to grant to you, theaggregate number of Shares specified above.

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# 2.                                       Closing/Escrow of Unvested Shares.  As security foryour faithful performance of the terms of this Agreement and to insure theavailability for delivery of your Shares upon forfeiture herein provided for,you agree to deliver the duly issued stock certificate(s) evidencing theShares registered in your name to the Secretary of the Company or the Secretary’sdesignee (“Escrow Agent”), as Escrow Agent for the shares, pursuant to theterms of the Plan.

 

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# 3.                                       Normal Vesting.  Subject to the limitations contained herein,the Shares you receive hereunder will vest as provided in the above table uponperformance of the relevant performance measure, provided that at the relevantvesting date you remain continuously employed by the Company.

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# 4.                                       Accelerated Vesting Upon Death, Disability or Retirement.  Notwithstanding Section 3hereof, in the event your continuous employment with the Company terminates dueto your Disability or death, all forfeiture risk imposed on the Shareshereunder shall lapse and all Shares subject to this Award shall immediatelybecome fully vested and nonforfeitable.

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# 5.                                       Accelerated Vesting Upon Change of Control.  Notwithstanding Section 3hereof, the Shares shall vest immediately upon a Change of Control (as definedin the Plan) if you have been continuously employed by the Company through thedate immediately prior to the occurrence of a Change of Control.

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# 6.                                       Issuance of Unrestricted Shares.  Upon the vesting ofany Shares, such vested Shares will no longer be subject to forfeiture asprovided in Section 7 hereof, but will continue to be subject to any otherprovisions of this Agreement. As soon as practicable after vesting of anyShares, the Company shall deliver to you certificates issued in your name forthe number of Shares that have vested.

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# 7.                                       Forfeiture.  Except as otherwise determined by theCommittee, if your employment with the Company is terminated for any reasonother than Disability or death as stated in Section 4 hereof or you failto meet the specified performance measure as of the relevant vesting date, thenany Shares that have not previously vested shall be forfeited by you to theCompany, you shall thereafter have no right, title or interest whatsoever insuch Shares, and, if applicable, you shall immediately return to the Companyany and all certificates representing such Shares so forfeited then in yourpossession. Additionally, you will execute and deliver to the Company any andall documentation necessary to evidence the forfeiture of such Shares and thetransfer thereof to the Company. The Company will be authorized to cancel anyand all certificates representing such Shares so forfeited and issue anddeliver to you a new certificate for any Shares which vested prior toforfeiture, if any.

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# 8.                                       Rights as Stockholder.  Subject to the provisions of this Agreement,you shall exercise all rights and privileges of a stockholder of the Companywith respect to the Shares deposited in escrow. You shall be deemed to be the holder of the Shares for purposes ofreceiving any dividends that may be paid with respect to such Shares and forpurposes of exercising any voting, liquidation or other rights relating to suchShares, even if some or all of the Shares have not yet vested and been releasedfrom the risk of forfeiture.

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# 9.                                       Limitations on Transfer.  In addition to any other limitation ontransfer created by applicable securities laws, you shall not sell, assign,hypothecate, donate, encumber or otherwise dispose of any interest in theShares while the Shares are subject to the risk of forfeiture.  After any Shares have been fully vested andnonforfeitable, you shall not sell, assign, hypothecate, donate, encumber orotherwise dispose of any interest in the Shares except in compliance with theprovisions herein and applicable securities laws.

 

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# 10.                                 Restrictive Legend.  All certificates representing the unvestedShares shall have endorsed thereon a legend in substantially the following form(in addition to any other legend which may be required by other agreementsbetween the parties hereto):

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“THESHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RISK OF FORFEITURE SETFORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCHHOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPALOFFICE OF THIS COMPANY.  ANY TRANSFER ORATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH RISK OF FORFEITURE IS VOIDWITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

 

# 11.                                 Transferability.  Your Award is not transferable except by willor by the laws of descent and distribution and shall be exercisable during yourlifetime only by you.

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# 12.                                 Award Not a Service Contract.  Your Award is not an employment or servicecontract, and nothing in your Award shall be deemed to create in any waywhatsoever any obligation on your part to continue in the employ of theCompany, or of the Company to continue your employment.  In addition, nothing in your Award shallobligate the Company or an Affiliated Corporation, their respectivestockholders, Boards of Directors, Officers or Employees to continue any relationshipthat you might have as a Director or Consultant for the Company or anAffiliated Corporation.

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# 13.                                 Tax Consequences.**You understandthat unless a proper and timely Section 83(b) election has been madeas further described below, generally under Section 83 of the Code, at thetime the Shares vest, you will recognize ordinary income equal to the fairmarket value of the Shares then vesting. You are solely responsible for tax obligations that arise as a result ofthe vesting or sale of the Shares.  Whenyou recognize income upon vesting of the Shares, or upon filing a Section 83(b) electionas described below, the Company shall have the right to require the payment(through withholding from the Recipient’s salary or otherwise) of any federal,state, local or foreign taxes based on the fair market value of the Shares thenvesting (or, in the case of an election under Section 83(b), as of thedate of issuance).**YOUACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE ATIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANYTO MAKE THE FILING ON YOUR BEHALF.

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# 15.                                 Notices.  Any notices provided for in your Award or thePlan shall be given in writing and shall be deemed effectively given uponreceipt or, in the case of notices delivered by mail by the Company to you,five (5) days after deposit in the United States mail, postage prepaid,addressed to you at the last address you provided to the Company.

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# 16.                                 Miscellaneous.

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## (a)                                  The rights and obligations of the Company under your Awardshall be transferable to any one or more persons or entities, and all covenantsand agreements hereunder 

 

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## shallinure to the benefit of, and be enforceable by the Company’s successors andassigns. Your rights and obligations under your Award may only be assigned withthe prior written consent of the Company.

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## (b)                                 You agree upon request to execute any further documents orinstruments necessary or desirable in the sole determination of the Company tocarry out the purposes or intent of your Award.

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## (c)                                  You acknowledge and agree that you have reviewed your Awardin its entirety, have had an opportunity to obtain the advice of counsel priorto executing and accepting your Award and fully understand all provisions ofyour Award.

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# 17.                                 Governing Plan Document.  Your Award is subject to all the provisionsof the Plan, the provisions of which are hereby made a part of your Award, andis further subject to all interpretations, amendments, rules andregulations which may from time to time be promulgated and adopted pursuant tothe Plan.  In the event of any conflictbetween the provisions of your Award and those of the Plan, the provisions ofthe Plan shall control.

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|   | **BLACK  RAVEN ENERGY, INC.** |
|--------|-------------------------------|
|   | ** **                    |
|   |                          |
|   | By:                           |   |
|   | Name:                         |   |
|   | Title:                        |   |
|   |                          |
|   |                          |
|   |                          |
|   | Recipient:                    |

 

 

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