EXHIBIT
10.24


PRB
ENERGY, INC.


2007
EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT


 


	
  Name of Participant:  

  
	
  No. of Shares:  

  	
  Date of Grant:

   

  
	
  Shares Vested:

  	
  Date:

  	
  [Performance Measure:]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


A.            PRB Energy, Inc. (the “Company”)
wishes to give you an added incentive to continue in the long-term service of
the Company and to create in you a more direct interest in the future success
of the operations of the Company by granting you restricted shares of the
Company’s common stock (the “Common Stock”), pursuant to the provisions of the
Company’s 2007 Equity Incentive Plan (the “Plan”).


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


NOW THEREFORE,
pursuant to the terms of this Restricted Stock Award Agreement (this “Agreement”),
the Company grants you the number of shares of Common Stock (the “Shares” or
the “Award”) indicated above. Capitalized terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


The details of
your Award are as follows:


1.             Grant of Restricted Stock.  Subject to the terms and conditions of this
Agreement, in consideration of your services to the Company, you hereby agree
to acquire from the Company, and the Company hereby agrees to grant to you, the
aggregate number of Shares specified above.


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













 


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


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


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


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


7.             Forfeiture. 
Except as otherwise determined by the Committee, if your employment with
the Company is terminated for any reason other than Disability or death as
stated in Section 4 hereof [or you fail to meet the specified performance
measure as of the relevant vesting date,] then any Shares that have not
previously vested shall be forfeited by you to the Company, you shall
thereafter have no right, title or interest whatsoever in such Shares, and, if
applicable, you shall immediately return to the Company any and all
certificates representing such Shares so forfeited then in your possession.
Additionally, you will execute and deliver to the Company any and all
documentation necessary to evidence the forfeiture of such Shares and the
transfer thereof to the Company. The Company will be authorized to cancel any
and all certificates representing such Shares so forfeited and issue and
deliver to you a new certificate for any Shares which vested prior to
forfeiture, if any.


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


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



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


“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RISK OF FORFEITURE SET FORTH IN AN AGREEMENT
BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN
INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS
COMPANY.  ANY TRANSFER OR ATTEMPTED
TRANSFER OF ANY SHARES SUBJECT TO SUCH RISK OF FORFEITURE IS VOID WITHOUT THE
PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”


11.           Transferability.  Your Award is not transferable except by will
or by the laws of descent and distribution and shall be exercisable during your
lifetime only by you.


12.           Award Not a Service Contract.  Your Award is not an employment or service
contract, and nothing in your Award shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the
Company, or of the Company to continue your employment.  In addition, nothing in your Award shall
obligate the Company or an Affiliated Corporation, their respective stockholders,
Boards of Directors, Officers or Employees to continue any relationship that
you might have as a Director or Consultant for the Company or an Affiliated
Corporation.


13.           Tax Withholding.  The parties hereto recognize that the Company
may be obligated to withhold federal and state income taxes or other taxes upon
the vesting of the Shares, or, in the event that you elect under
Section 83(b) of Internal Revenue Code, as amended (the “Code”) to report
the receipt of the Shares as income in the year of receipt, upon your receipt
of the Shares.  You agree that, at such
time, if you are required to withhold such taxes, you shall promptly pay in
cash upon demand to the Company having such obligation, such amounts as shall
be necessary to satisfy such obligation.


14.           Tax Consequences. You
understand that the acquisition and vesting of the shares may have adverse tax
consequences that may be avoided or mitigated by filing an election under
Section 83(b) of the Code.  Such election
must be filed within thirty (30) days after the Date of Grant.  YOU ACKNOWLEDGE THAT IT IS YOUR OWN
RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.


15.           Notices.  Any notices provided for in your Award or the
Plan shall be given in writing and shall be deemed effectively given upon
receipt 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.


(a)           The rights and
obligations of the Company under your Award shall be transferable to any one or
more persons or entities, and all covenants and agreements hereunder shall inure
to the benefit of, and be enforceable by the Company’s successors and assigns.
Your rights and obligations under your Award may only be assigned with the
prior written consent of the Company.


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


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


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


	
  

  	
  PRB Energy, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Recipient:

  



 



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