EX-10.5




			
	 (IMPACT LLC EMPLOYEES)
	  	Exhibit 10.5

 TELLURIAN INC. 

RESTRICTED STOCK AGREEMENT 

PURSUANT TO THE 

TELLURIAN INC. 
 2016
OMNIBUS INCENTIVE COMPENSATION PLAN 
 This RESTRICTED STOCK AGREEMENT (“Agreement”) is
effective as of                          , 2017 (the “Grant Date”), between Tellurian Inc.,
a Delaware corporation (the “Company”), and [INSERT NAME] (the “Participant”). 
 Terms
and Conditions 
 The Participant is hereby granted, as an eligible Employee of the Company or a Subsidiary, as of
the Grant Date, pursuant to the Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as it may be amended from time to time (the “Plan”), the number of shares of the Company’s Common Stock set forth in
Section 1 below. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan and the prospectus with regard to the shares under an effective
registration on Form S-8 have been delivered or made available to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and the prospectus and agrees to comply with the
Plan, this Agreement and all applicable laws and regulations. 
 Accordingly, the parties hereto agree as follows: 

1.          Grant of Shares.  Subject in all
respects to the Plan and the terms and conditions set forth herein and therein, effective as of the Grant Date, the Company hereby awards to the Participant
[              ] shares of its Common Stock (the “Shares”). Such Shares are subject to certain restrictions set forth in Section 2
hereof, which restrictions shall lapse at the times provided under Section 2 hereof. For the period during which such restrictions are in effect, the Shares subject to such restrictions are referred to herein as the
“Restricted Stock.” The Restricted Stock, in the sole discretion of the Plan Administrator, shall be evidenced by a certificate or be credited to a book entry account maintained by the Company (or its designee) on behalf of
the Participant and such certificate or book entry (as applicable) shall be noted appropriately to record the restrictions on the Restricted Stock imposed hereby. 

2.          Restricted Stock.  

  (a)          Rights as a
Stockholder.  The Participant shall have the rights of a stockholder with respect to the shares of Restricted Stock as, and only as, set forth in Section 10.4 of the Plan and herein. Solely with respect to unvested
shares of Restricted Stock, (i) dividends or other distributions (collectively, “dividends”) on such unvested shares of Restricted Stock shall be withheld, in each case, while such unvested shares of Restricted Stock are subject to
restrictions, and (ii) in no event shall dividends or other distributions payable thereunder be paid unless and until such unvested shares of Restricted Stock to which they relate no longer are subject to a risk of forfeiture hereunder.
Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan and shall not accrue interest. Such dividends shall be paid to the Participant in the same form as paid on the
Common Stock promptly upon the lapse of the restrictions. 

  (b)          Vesting.  Subject to
Section 2(c) below, the Restricted Stock shall only vest as follows (and there shall be no proportionate or partial vesting in the periods prior to the applicable 







 
vesting dates and all vesting shall occur only on the applicable vesting date(s)); provided, however, that the Participant has not experienced a Termination of Service prior to the applicable
vesting dates: 
 (i)          Divestiture.
[              ] shares of the Restricted Stock (the “Divestiture Restricted Stock”) shall vest upon divestiture of the activities operated by
Impact Natural Resources LLC, to the satisfaction of the Chief Executive Officer of the Company in her sole discretion (“Divestiture”). 

(ii)          FID.
[              ] shares of the Restricted Stock (the “FID Restricted Stock”) shall vest upon the affirmative final investment decision by the Board
with respect to the Driftwood LNG project (“FID”). 

(iii)         Reserves.
[              ] shares of the Restricted Stock (the “Reserves Restricted Stock”) shall vest upon the acquisition(s) of natural gas reserves
sufficient to support the production of 10.4 mtpa of LNG, consistent with the expected financing, construction and operating requirements as determined by the Chief Executive Officer of the Company and confirmed by the Board (“Acquisition
of Reserves”, and together with Divestiture and FID, the “Performance Goals”). 

(c)          Terminations without Cause or due to Death or
Disability. In the event the Participant is terminated by the Company without Cause, or due to his death or Disability, all unvested shares of Restricted Stock shall remain open and continue to vest on achievement of the applicable
Performance Goal to which each share is based, as if the Participant had not experienced a Termination of Service; provided, however, that the Plan Administrator will have the ability, in its sole discretion, to accelerate the vesting
of some or all of the Restricted Stock even if the Performance Goals to which the respective shares relate have not yet been achieved. Notwithstanding anything contained in the Plan, for purposes of this Agreement, “Cause” shall mean a
Termination of Service with the Participant’s Employer under any of the following circumstances: (i) the indictment for, the conviction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving fraud,
dishonesty or moral turpitude; (ii) the Participant’s gross negligence with regard to the Company or any Subsidiary in respect of the Participant’s duties for the Company or any Subsidiary; (iii) the Participant’s willful
misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Subsidiary economically or reputation wise; (iv) the Participant’s material breach of this Agreement, any employment
or consulting agreement entered into with the Company or any Subsidiary or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured
for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (v) the Participant’s failure to perform
his or her reasonably assigned duties to the Company or Subsidiary, including by reason of the Participant’s habitual absenteeism or due to the Participant’s insubordination (other than such failure resulting from the Participant’s
incapacity due to physical or mental illness), which failure has continued for a period of at least ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the Company believes the
Participant has not performed his or her duties. 

(d)          Terminations for all other Reasons. In the event
the Participant experiences a Termination of Service for any reason other than those set forth in Section 2(c), the Participant shall forfeit to the Company, without compensation, any Restricted Stock that is unvested and that cannot
vest in accordance with Section 2(b) immediately upon the Participant’s Termination of Service. 

  
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(e)        Section 83(b).  If the Participant properly
elects (as permitted by Section 83(b) of the Code) within thirty (30) days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the fair market value of such
Restricted Stock, the Participant shall deliver to the Company a signed copy of such election within 10 days after the making of such election, and shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon
such election, any federal, state, local or other taxes of any kind that the Company is required to withhold with respect to the Restricted Stock. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s,
to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if he or she elects to utilize such election.  

(f)        Certificates.  If, after the Grant Date,
certificates are issued with respect to the shares of Restricted Stock, such issuance and delivery of certificates shall be made in accordance with the applicable terms of the Plan. 

3.          Delivery Delay.  The delivery of any
certificate representing the Restricted Stock may be postponed by the Company for such period as may be required for it to comply with any applicable foreign, federal, state or provincial securities law, or any national securities exchange listing
requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such Shares shall constitute a violation by the Participant or the Company of any provisions of any
applicable foreign, federal, state or provincial law or of any regulations of any governmental authority or any national securities exchange. If the Participant is currently a resident or is likely to become a resident in the United Kingdom at any
time during the period that the Shares are subject to restriction, the Participant acknowledges and understands that the Company intends to meet its delivery obligations in Common Stock with respect to the shares of Restricted Stock, except as may
be prohibited by law or described in this Agreement or supplementary materials. 

4.          Certain Legal Restrictions.  The Plan,
this Agreement, the granting and vesting of the Restricted Stock, and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by
any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Common Stock is listed. 

5.          Change of Control.  The provisions in
the Plan regarding Change of Control shall apply to the Restricted Stock. 

6.          Withholding of Taxes. The Company shall have the
right to deduct from any payment to be made pursuant to this Agreement and the Plan, or to otherwise require, prior to the issuance, delivery or vesting of any shares of Common Stock, payment by the Participant of, any federal, state or local taxes
required by law to be withheld. Unless otherwise agreed to in writing by the Participant and the Company, or pursuant to the establishment by the Plan Administrator of an alternate procedure, (i) if the Participant is an “officer”
under Section 16 of the Exchange Act at the time of vesting, required withholding will be implemented through a net settlement of shares or (ii) if the Participant is not an “officer” under Section 16 of the Exchange Act at
the time of vesting, required withholding will be required to be implemented through the Participant executing a “sell to cover” transaction through a broker designated or approved by the Company. 

7.          Provisions of Plan Control.  This
Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such 

  
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rules, regulations and interpretations relating to the Plan as may be adopted by the Plan Administrator and as may be in effect from time to time. The Plan is incorporated herein by reference. If
and to the extent that any provision of this Agreement conflicts or is inconsistent with the terms set forth in the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. 

8.        Restrictions on Transfer.  The Participant shall not
sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Shares, except as permitted in the Plan or Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition of the Shares in violation of the Plan
or this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent. 

9.        Recoupment Policy.  The Participant acknowledges and
agrees that the Restricted Stock shall be subject to the terms and provisions of any “clawback” or recoupment policy that may be adopted by the Company from time to time or as may be required by any applicable law (including, without
limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules and regulations thereunder). 

10.        No Right to Employment or Consultancy
Service.  This Agreement is not an agreement of employment or to provide consultancy services. None of this Agreement, the Plan or the grant of the Restricted Stock hereunder shall (a) guarantee that the Company will employ or
retain the Participant as an employee or consultant for any specific time period or (b) modify or limit in any respect the Company’s right to terminate or modify the Participant’s employment, consultancy arrangement or compensation.
Moreover, this Agreement is not intended to and does not amend any existing employment or consulting contract between the Participant and the Company or any of its Affiliates. 

11.        Section 409A. Section 20.2 of the Plan with
regard to Code Section 409A shall apply to this Award Agreement. 

12.        Notices.  Any notice or communication given
hereunder shall be in writing or by electronic means and, if in writing, shall be deemed to have been duly given: (i) when delivered in person or by electronic means; (ii) three days after being sent by United States mail; or (iii) on
the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate party at the following address (or such other address as the party shall from time to time specify):
(i) if to the Company, to Tellurian Inc. at its then current headquarters; and (ii) if to the Participant, to the address on file with the Company. 

13.        Mode of Communications.  The Participant agrees, to
the fullest extent permitted by applicable law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or any of its Affiliates may deliver in connection with this grant of Restricted Stock
and any other grants offered by the Company, including, without limitation, prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. The Participant further agrees that electronic delivery of a
document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or the online brokerage account system. 

14.        Governing Law.  All matters arising out of or
relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of


  
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Delaware, without giving effect to principles of conflict of laws which would result in the application of the laws of any other jurisdiction. 

15.        Successors.  The Company will require any
successors or assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The terms of this Agreement
and all of the rights of the parties hereunder will be binding upon, inure to the benefit of, and be enforceable by, the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. 
 16.        WAIVER OF JURY TRIAL.  EACH PARTY
TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT. 

17.        Construction.  All section titles and captions in
this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement. Wherever any words are used in this Agreement in the
masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. As used herein, (i) “or” shall mean “and/or” and (ii) “including” or
“include” shall mean “including, without limitation.” Any reference herein to an agreement in writing shall be deemed to include an electronic writing to the extent permitted by applicable law. 

18.        Severability of Provisions.  If at any time any of
the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or
scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and
enforceable by the court or other body having jurisdiction over this Agreement, and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable
provisions had not been included. 
 19.        No
Waiver.  No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of
any such breach or any other covenant, duty, agreement or condition. 

20.        Entire Agreement.  This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof. 

21.        Counterparts.  This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written. 
  

			
	TELLURIAN INC.


 
			
	
	By:                                   
                                      
	Name:	 	
	Title:	 	


  

			
	PARTICIPANT


			
	
	By:                                   
                                  
	Name: [INSERT NAME]

 [Signature Page to Restricted Stock Agreement]