**Exhibit 10.8****EMPLOYEE RESTRICTED STOCK AGREEMENT**     **THIS EMPLOYEE RESTRICTED STOCK AGREEMENT**(the “**Agreement**”) is made and entered effective the___day of                     , 200___, by and between **PETROHAWK ENERGY CORPORATION,**a Delaware corporation(the “**Company**”), and                                          (the “**Employee**”).     **WHEREAS,**to carry out the purposes of the Company’s SECOND AMENDED AND RESTATED 2004 EMPLOYEEINCENTIVE PLAN, as amended (the “**Plan”**), the Company desires to issue shares of the common stock ofthe Company to the Employee pursuant to the terms of this Agreement and the Plan (“**RestrictedStock**”).     **NOW THEREFORE**, in consideration of the mutual agreements and other matters set forth hereinand in the Plan, the Company and the Employee hereby agree as follows:     1. **Grant**. The Company hereby grants to the Employee                      (___)shares of Restricted Stock (the “**Shares**”) on the terms and conditions set forth herein and in thePlan, which Plan is incorporated herein by reference.     2. **Vesting**.     (a) The legal ownership of the Shares shall vest on                      ___, 200___provided thatthe Employee has served as an employee of theCompany through and until each such vesting date.     (b) Upon the Employee’s termination as an employee of the Company, any Shares which are notvested shall be forfeited and returned to the Company, except that:(i) If the Employee’s service with the Company terminates by reason of Disability,legal ownership of the Shares shall fully vest as of the date of such termination.For purposes hereof, the term Disability shall mean a physical or mental infirmitywhich impairs the Employee’s ability to substantially perform his or her duties fora period of one hundred eighty (180) consecutive days.(ii) If the Employee dies while employed with the Company, the Shares shall fullyvest on the date of death.     3. **Beneficial Ownership**. Unless and until the Shares are forfeited to the Company ortransferred by the Employee (in accordance with this Agreement and applicable law), the Employeeshall have beneficial ownership of the Shares, including the right to receive dividends and theright to vote the Shares.
 

 
     4. **Stock Certificates**. (a) A certificate representing the Shares shall be registered in the name of theEmployee. Until the expiration of the period of time during which the Shares remainsubject to the restrictions or vesting set forth in this Agreement (“**RestrictionPeriod**”), the certificate representing the Shares shall be held in escrow by theCompany for the account of the Employee.  (b) Each stock certificate issued in the name of the Employee pursuant to thisAgreement shall bear the following restrictive legend:    THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS CONTAINED INAN EMPLOYEE RESTRICTED STOCK AGREEMENT DATED AS OF                      ___, 200___BY ANDBETWEEN PETROHAWK ENERGY CORPORATION AND                                         . A COPY OF WHICH IS ONFILE AT THE OFFICE OF THE CORPORATION’S SECRETARY.     5. **Transfer Restrictions**. Except as approved by the Company, the Shares shall not betransferable or assignable by the Employee other than by will or the laws of descent anddistribution or pursuant to a qualified domestic relations order as defined by Section 414(p) ofthe Internal Revenue Code of 1986, as amended (the “**Code**”). No transfer by will, trust, or by thelaws of descent and distribution shall be effective to bind the Company unless the Board ofDirectors of the Company (the “**Board**”), the Compensation Committee of the Board or other suchcommittee as the Board shall appoint to administer the Plan as permitted by the Plan (collectivelyherein the “**Committee**”) has been furnished with a copy of the deceased Employee’s enforceable will,trust or such other evidence as the Committee deems necessary to establish the validity of thetransfer. Any attempted transfer in violation of this provision shall be void and ineffective.     6. **Vesting Restrictions**. Except as provided under the terms of the Plan and inparagraph 2(b), the Shares will vest only during Employee’s lifetime while Employee remains anemployee of the Company.     7. **Withholding of Tax**. To the extent that the granting of the Shares or thelapse of restrictions applicable to such Shares results in compensation income to the Employee forfederal or state income tax purposes, the Employee shall pay to the Company (in cash or to theextent permitted by the Committee, shares of common stock of the Company held by the Employee whosevalue is equal to the amount of the Employee’s tax withholding liability as determined by theCommittee) any federal, state or local taxes of any kind required by law to be withheld, if any,with respect to the Shares. The Company, to the extent permitted by law, has the right to deductfrom any payment of any kind otherwise due to the Employee from the Company any federal, state orlocal taxes of any kind required by law to be withheld with respect to the Shares.
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The Company is further authorized in its discretion to satisfy any such withholding requirement out ofshares of Restricted Stock of the Employee held by the Company.     8. **Securities Law**. The Employee agrees that the Shares will not be sold orotherwise disposed of in any manner which would constitute a violation of any applicable securitieslaws, whether federal or state. The Employee also agrees (i) that the certificates representing theShares may bear such legend or legends as the Committee deems appropriate in order to assurecompliance with applicable securities laws, and (ii) that the Company may refuse to register thetransfer of such Shares on the stock transfer records of the Company if such proposed transferwould, in the opinion of counsel satisfactory to the Company, constitute a violation of anyapplicable securities laws and (iii) that the Company may give related instructions to its transferagent, if any, to stop registration of the transfer of the Shares.     9. **No Rights to Continued Employment**. Nothing contained in this Agreement shallconfer upon the Employee the right to continue as an employee of the Company.     10. **Representations and Warranties of Employee**. The Employee represents and warrantsto the Company as follows: (a) The Employee has received a copy of the Plan and has read and understands theterms of the Plan and this Agreement, and agrees to be bound by their terms andconditions. The Employee acknowledges that there may be adverse tax consequences uponthe vesting of the Shares or disposition of the Shares once vested, and that theEmployee should consult a tax adviser prior to such time.  (b) The Employee agrees to sign such additional documentation as may reasonablyrequired from time to time by the Company in connection with this Agreement.     11. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit ofany successors to the Company and all persons lawfully claiming under the Employee.     12. **Governing Laws**. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Delaware.     13. **Modification**. This Agreement may not be modified except in writing signed by theparties hereto or their respective successors and permitted assigns.     14. **Headings**. The headings of paragraphs in this Agreement are for convenience ofreference only, do not constitute a part of this Agreement, and shall not be deemed to limit oralter any of the provisions of this Agreement.     15. **Defined Terms**. Except as otherwise provided in this Agreement, or unless thecontext clearly indicates otherwise, capitalized terms used but not defined in this Agreement havethe definitions as provided in the Plan. In the event of a conflict or inconsistency between
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the discretionary terms and provisions of the Plan and the provisions of this Agreement, this Agreementshall govern and control.     **IN WITNESS WHEREOF,**the parties have executed this Agreement effective as of the date firstabove written.       **PETROHAWK ENERGY CORPORATION**       By:        Name:         Title:             **EMPLOYEE**          Print Name:     
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