exv10w13






Exhibit 10.13




RESOLUTE ENERGY CORPORATION

RESTRICTED STOCK GRANT AGREEMENT

(Non-Employee Directors)



     This Restricted Stock Grant Agreement (this “Agreement”) between RESOLUTE ENERGY
CORPORATION (the “Corporation”) and [                    ] (“Participant”) is dated effective
[                    ] (the “Date of Grant”).



RECITALS




     A. The Corporation has adopted the Resolute Energy Corporation 2009 Performance Incentive Plan
(the “Plan”);



     B. The Plan provides for the granting of restricted stock awards to eligible persons as
determined by the Administrator; and



     C. The Administrator has determined that Participant is a person eligible to receive a
restricted stock award under the Plan and has determined that it would be in the best interests of
the Corporation to grant the restricted stock award provided for herein.



AGREEMENT



1. Grant of Restricted Stock.




     (a) Stock. Pursuant to the Plan, Participant is hereby awarded [___] shares of the
Corporation’s common stock (the “Common Stock”), subject to the conditions of the Plan and
this Agreement (the “Restricted Stock”).



     (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan, and
agrees that, except as contemplated by Section 11 below, this award of Restricted Stock shall be
subject to all of the terms and conditions set forth in the Plan, including future amendments
thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a
part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.


2. Vesting and Forfeiture.




     (a) Vesting Schedule. Participant shall vest in his rights under the Restricted Stock
pursuant to the following schedule (each date upon which vesting occurs being referred to herein as
a “Vesting Date”):



	 	 	 	 	 
	 	 	 	 	 
	Date	 	Number of Shares Vested





 









 






     (b) Continuing Provision of Services. Vesting pursuant to the foregoing schedule
shall occur on a Vesting Date only if Participant continues to provide services to the Corporation
from the Date of Grant to such Vesting Date. If the Participant ceases to provide services to the
Corporation at any time prior to the final Vesting Date, except as provided below, all unvested
Restricted Stock shall be forfeited immediately on the date that Participant’s service is
terminated, and the Participant shall have no further rights with respect to such Restricted Stock.



     (c) Acceleration of Vesting on Death or Disability. Notwithstanding the foregoing,
all unvested Restricted Stock shall vest effective immediately upon the death or Disability (as
defined) of the Participant. For purposes of this Agreement, “Disability” means: (A) if
the Participant’s employment with the Corporation is subject to the terms of an employment
agreement between the Participant and the Corporation, which employment agreement includes a
definition of “Disability,” the term “Disability” as used in this Agreement shall have the meaning
set forth in such employment agreement during the period that such employment agreement remains in
effect; and (B) in the absence of such an agreement, the term “Disability” shall mean a physical or
mental infirmity which impairs the Participant’s ability to substantially perform his or her duties
for a period of 180 consecutive days.



     (d) Accelerated Vesting of Restricted Stock. As provided in Section 7.3 of the Plan,
if the Corporation undergoes a Change in Control Event, any unvested Restricted Stock held by
Participant will become fully vested.


3. Issuance and Limits on Transferability. Shares of Restricted Stock shall not be
transferable except by will or the laws of descent and distribution or pursuant to a beneficiary
designation, or as otherwise permitted by Section 5.7 of the Plan. No right or benefit hereunder
shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of
Participant. Any purported assignment, alienation, pledge, attachment, sale, transfer or other
encumbrance of shares of unvested Restricted Stock that does not satisfy the requirements of this
Agreement and the Plan shall, prior to the lapse of the restrictions on such shares pursuant to
Section 2, be void and unenforceable against the Corporation.



4. Certificates. A certificate evidencing the Restricted Stock may be issued by the
Corporation in Participant’s name, or at the option of the Corporation, in the name of a nominee of
the Corporation, pursuant to which Participant shall have voting rights and shall be entitled to
receive all dividends until the Restricted Stock is otherwise forfeited pursuant to the provisions
of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted
Stock, and the Corporation may cause the certificate to be delivered upon issuance to the Secretary
of the Corporation or to such other depository as may be designated by the Corporation as a
depository for safekeeping until the Vesting Date or a forfeiture occurs pursuant to the terms of
the Plan and this Agreement. Upon the request of the Administrator, Participant shall deliver to
the Corporation a stock power, endorsed in blank, relating to the unvested Restricted Stock.
Additionally, in lieu of issuing a certificate evidencing the Restricted Stock, the Company may
issue such stock by establishing a restricted stock file with its transfer agent evidencing such
Restricted Stock prior to the lapsing of the applicable restriction. Upon a Vesting Date, the






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Corporation shall cause a certificate or certificates to be issued without legend in the name of
Participant for the vested Restricted Stock. Notwithstanding any other provisions of this
Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to
restrictions or unrestricted) may be postponed for such period as may be required to comply with
applicable requirements of any national securities exchange or any requirements under any law or
regulation applicable to the issuance or delivery of such shares. The Corporation shall not be
obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof
shall constitute a violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.



5. Status of Stock. Participant agrees that the Restricted Stock will not be sold or
otherwise disposed of in any manner that would constitute a violation of any applicable federal or
state securities laws. Participant also agrees (i) to the extent the shares are certificated, that
the certificates representing the Restricted Stock may bear such legend or legends as the
Corporation deems appropriate in order to assure compliance with applicable securities laws, (ii)
that the Corporation may refuse to register the transfer of the Restricted Stock on the stock
transfer records of the Corporation if such proposed transfer would, in the opinion of counsel
satisfactory to the Corporation, constitute a violation of any applicable securities law and (iii)
that the Corporation may give related instructions to its transfer agent, if any, to stop
registration of the transfer of the Restricted Stock.



6. Withholding. In order to comply with all applicable federal or state income tax laws or
regulations, the Corporation may take such action as it deems appropriate to ensure that all
applicable federal or state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of Participant, are withheld or collected from Participant. In accordance
with the terms of the Plan, and such rules as may be adopted by the Administrator under the Plan,
Participant may elect to satisfy Participant’s federal and state tax withholding obligations
arising from the receipt of, or the lapse of restrictions relating to, the Restricted Stock, by (i)
delivering cash, check (bank check, certified check or personal check) or money order payable to
the Corporation, (ii) having the Corporation withhold a portion of the Restricted Stock otherwise
to be delivered having a Fair Market Value equal to the amount of such taxes, (iii) delivering to
the Corporation shares of Common Stock already owned by Participant having a Fair Market Value
equal to the amount of such tax withholding, or (iv) allowing the Corporation to deduct from any
amount otherwise payable in cash to the Participant the amount of such tax withholding. The
delivery of any shares under the preceding subsection (iii) must have been owned by Participant for
no less than six months prior to the date delivered to the Corporation if such shares were acquired
upon the exercise of an option or upon the vesting of restricted stock units or other restricted
stock. The Corporation will not deliver any fractional shares of Common Stock but will pay, in
lieu thereof, the Fair Market Value of such fractional shares of Common Stock. Participant’s
election must be made on or before the date that the amount of tax to be withheld is determined, or
else the Corporation shall be entitled to elect the method in which Participant’s federal and state
withholding obligations shall be satisfied.



7. Tax Election. The Corporation has advised Participant to seek Participant’s own tax and
financial advice with regard to the federal and state tax considerations resulting from
Participant’s receipt of Restricted Stock pursuant to this Agreement. Participant is making
Participant’s own determination as to the advisability of making a Section 83(b) election with






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respect to the Restricted Stock. Participant understands that the Corporation will report to
appropriate taxing authorities the payment to Participant of compensation income either (i) upon
the vesting of the Restricted Stock or (ii) if Participant makes a timely Section 83(b) election,
as of the Date of Grant. Participant understands that he or she is solely responsible for the
payment of all federal and state taxes resulting from this grant of Restricted Stock. With respect
to tax withholding amounts, the Corporation has all of the rights specified in Section 6 of this
Agreement and has no obligations to Participant except as expressly stated in Section 6 of this
Agreement.



8. Binding Effect. This Agreement shall bind Participant and the Corporation and their
beneficiaries, survivors, executors, administrators and transferees.



9. Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to conflict of law principles
thereunder.



10. Conflicts and Interpretation. In the event of any conflict between this Agreement and
the Plan, this Agreement shall control. In the event of any ambiguity in this Agreement, or any
matters as to which this Agreement is silent, the Plan shall govern including, without limitation,
the provisions thereof pursuant to which the Administrator has the power, among others, to (i)
interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan
and (iii) make all other determinations deemed necessary or advisable for the administration of the
Plan.



11. Amendment. The Corporation may modify, amend or waive the terms of the Restricted
Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall
impair the rights of Participant without his or her consent, except as required by applicable law,
NYSE or stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any
modification, amendment or waiver required by tax or accounting rules, the Corporation will provide
notice to Participant and the opportunity for Participant to consult with the Corporation regarding
such modification, amendment or waiver. The waiver by either party of compliance with any
provision of this Agreement shall not operate or be construed as a waiver of any other provision of
this Agreement, or of any subsequent breach by such party of a provision of this Agreement.



12. Defined Terms. All terms used herein and not otherwise defined herein shall have the
meanings set forth therefor in the Plan.




[Signature Page Follows.]



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IN WITNESS WHEREOF, the parties have executed this Restricted Stock Grant Agreement as of the
date first written above.




	 	 	 	 	 
	 	RESOLUTE ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PARTICIPANT:

 	 
	 	

 	 
	 	[NAME]