**Exhibit 10.5****NON-EMPLOYEE DIRECTOR INCENTIVE STOCK AGREEMENT**     **THIS NON-EMPLOYEE DIRECTOR INCENTIVE STOCK AGREEMENT**(the “**Agreement**”) is made and enteredeffective the ___day of                     , 200___, by and between **PETROHAWK ENERGY CORPORATION,**aDelaware corporation (the “**Company**”), and                                         (the “**Non-Employee Director**”).     **WHEREAS,**to carry out the purposes of the Company’s SECOND AMENDED AND RESTATED 2004NON-EMPLOYEE DIRECTOR INCENTIVE PLAN (the “**Plan”**), the Company desires to issue shares of thecommon stock of the Company to the Non-Employee Director pursuant to the terms of this Agreementand the Plan (“**Incentive Stock**”).     **NOW THEREFORE**, in consideration of the mutual agreements and other matters set forth hereinand in the Plan, the Company and the Non-Employee Director hereby agree as follows:     1. **Grant**. The Company hereby grants to the Non-Employee Director                                         (___) shares of Incentive Stock (the “**Shares**”) on the terms and conditions set forth herein andin the Plan, which Plan is incorporated herein by reference.     2. **Vesting.** The legal ownership of the Shares shall vest immediately upon theexecution of this Agreement by both the Non-employee Director and the Company.     3. **Stock Certificates**. Upon execution of this Agreement by the Company and theNon-employee Director, a certificate representing the Shares shall be registered in thename of Non-Employee Director and delivered to the Non-Employee Director.     4. **Withholding of Tax**. To the extent that the granting of the Shares results incompensation income to the Non-Employee Director for federal or state income tax purposes,Non-Employee Director shall pay to the Company (in cash or to the extent permitted by theCommittee, shares of common stock of the Company held by the Non-Employee Director whose value isequal to the amount of the Non-Employee Director’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 Non-Employee Director from the Company anyfederal, state or local taxes of any kind required by law to be withheld with respect to theShares.     5. **Securities Law**. The Non-Employee Director agrees that the Shares will notbe sold or otherwise disposed of in any manner which would constitute a violation of any applicablesecurities laws, whether federal or state. The Non-Employee Director also agrees (i) that thecertificates representing the Shares may bear such legend or legends as the Committee deemsappropriate in order to assure compliance with applicable securities laws, and (ii) that theCompany may refuse to register the transfer of such Shares on the stock transfer records of theCompany if such proposed transfer would, in the opinion of counsel satisfactory to the Company,
 

 
constitute a violation of any applicable securities laws and (iii) that the Company may giverelated instructions to its transfer agent, if any, to stop registration of the transfer of theShares.     6. **No Rights to Directorship**. Nothing contained in this Agreement shall confer uponthe Non-Employee Director the right to continue as a director of the Company.     7. **Representations and Warranties of Director**. The Non-Employee Director representsand warrants to the Company as follows: (a) The Non-Employee Director has received a copy of the Plan and has read andunderstands the terms of the Plan and this Agreement, and agrees to be bound by theirterms and conditions. The Non-Employee Director acknowledges that there may be adversetax consequences upon the granting of the Shares or disposition of the Shares, and thatthe Non-Employee Director should consult a tax adviser prior to such time.  (b) The Non-Employee Director agrees to sign such additional documentation as mayreasonably required from time to time by the Company in connection with this Agreement.     8. **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 Non-Employee Director.     9. **Governing Laws**. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Delaware.     10. **Modification**. This Agreement may not be modified except in writing signed by theparties hereto or their respective successors and permitted assigns.     11. **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.     12. **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 thediscretionary terms and provisions of the Plan and the provisions of this Agreement, this Agreementshall govern and control.
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     **IN WITNESS WHEREOF,**the parties have executed this Agreement effective as of the date firstabove written.       **PETROHAWK ENERGY CORPORATION**       By:        Name:         Title:             **NON-EMPLOYEE DIRECTOR**          Print Name:     
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