Exhibit
10.2


 


PINNACLE
GAS RESOURCES, INC. SECOND AMENDED AND RESTATED  STOCK INCENTIVE PLAN


 


FORM OF STOCK
APPRECIATION RIGHTS AWARD AGREEMENT


 


This Stock Appreciation Rights Award Agreement (this “Agreement”) is made and entered
into effective as of the          day
of                                   ,
2009 (“Grant Date”), by and between
Pinnacle Gas Resources, Inc., a Delaware corporation (the “Company”) and                           ,
an individual resident of the State of                     
(“Participant”).


 


RECITALS:


 


WHEREAS, Participant is [an
employee] [a director] of the Company and the Company desires to grant to
Participant stock appreciation rights under and pursuant to the Pinnacle Gas
Resources, Inc. Second Amended and Restated Stock Incentive Plan (the “Plan”); and


 


WHEREAS, Participant and
the Company now desire to set forth their mutual understanding and agreement
with respect to the matters set forth herein;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants and agreements set forth in
this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


	
  Participant:

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
					



 


	
  Total Stock Appreciation Rights:

  	
   

  	
   

  



 


1.             Grant of SAR.  To carry out the purposes of the Plan and
in consideration of the mutual agreements and other matters set forth herein
and in the Plan, the Company hereby grants to Participant                 
(    ) Stock Appreciation Rights (“SARs”)
effective as of the Grant Date on the terms and conditions set forth herein and
in the Plan.  The Plan and this Agreement
shall be administered by the Committee. 
A SAR confers on the Participant a right to receive, upon exercise,
hereof, the excess of (A) the Fair Market Value of a share of Common Stock
on the date of exercise over (B) $1.00. 
Such excess shall be paid cash or Common Stock or in a combination
thereof to the Participant (at the sole discretion of the Committee).


 


2.             Term.  Unless sooner terminated as provided under
the terms of the Plan, the SARs shall expire if not exercised within seven (7) years
from the Grant Date.


 


3.             Exercise of SARs.  The SARs shall be exercisable as they vest in
the manner described below:


 


[insert vesting schedule]


 


provided, however, that the Participant is still
employed by the Company on such vesting dates. 
If the Participant ceases to be employed by the Company for any other
reason at any time prior to the lapse


 

















 


of restrictions, the unvested SARs shall automatically
be forfeited upon such cessation of employment. 
Notwithstanding the foregoing, however, all SARs not then vested shall
vest immediately if Participant’s employment with the Company terminates due to
Participant’s Disability or death.  In
the event of a Change of Control prior to vesting, the Committee may, in its
sole discretion, accelerate vesting.


 


4.             Withholding of Taxes.  The Company shall have the right to withhold
from any cash or Common Stock remuneration payable pursuant to the Participant’s
exercise of the SARs an amount sufficient to satisfy all federal, state and
local tax withholding requirements relating thereto, and no payments shall be
made until the Committee determines appropriate steps have been taken to effect
such withholding.


 


5.             Nontransferability.  This Award is not transferable.


 


6.             Nature Of Employment.  Participant understands and agrees that
nothing in this Agreement is intended to or shall be interpreted as creating
employment for a specified period of time. 
No act, statement or conduct, of any nature whatsoever, of any
representative of the Company shall alter the nature of Participant’s
employment, unless it is in writing and signed by an authorized representative
of the Company.


 


7.             Severability.   If
fulfillment of any provision of this Agreement, at the time such fulfillment
shall be due, shall transcend the limit of validity prescribed by law, then the
obligation to be fulfilled shall be reduced to the limit of such validity; and
if any clause or provision contained in this Agreement operates or would operate
to invalidate this Agreement, in whole or in part, then such clause or
provision only shall be held ineffective, as though not herein contained, and
the remainder of this Agreement shall remain operative and in full force and
effect.


 


8.             Certain Restrictions.   By executing this
Agreement, Participant acknowledges that Participant will enter into such
written representations, warranties and agreements and execute such documents
as the Company may reasonably request in order to comply with this Agreement,  the securities laws or any other applicable
laws, rules or regulations, or the terms of the Plan.


 


9.             Amendment and Termination.  Except as otherwise provided in the Plan or
this Agreement, no amendment or termination of this Agreement shall be made by
the Company that would adversely affect the rights of the Participant without
the written consent of the Participant.


 


10.           No Guarantee of Tax Consequences.   The Company makes no
commitment or guarantee to Participant that any federal or state tax treatment
will apply or be available to any person eligible for benefits under this
Agreement.


 


11.           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Participant.


 


12.           Plan.  The terms and provisions of the Plan are
incorporated herein by reference, and Participant hereby acknowledges receiving
a copy of the Plan.  In the event of a
conflict or inconsistency between the terms and provisions of the Plan (other than
such terms and provisions that are discretionary) and the provisions of this
Agreement, the Plan shall govern and control.


 


[Signature Page Follows]


 


2

















 


IN WITNESS
WHEREOF, the Company
has caused this Agreement to be duly executed by its officer thereunto duly
authorized, and Participant has executed this Agreement, all as of the day and
year first above written.


 


PINNACLE GAS RESOURCES, INC.


 


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


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