**Exhibit 10.3****NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT**     **THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT**(the “**Agreement**”) is made and entered intoeffective the ___day of                     , 200___, by and between **PETROHAWK ENERGY CORPORATION,**aDelaware corporation (the “**Company**”), and                                          (“**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 afford Non-employeeDirector the opportunity to purchase shares of the common stock of the Company (“**Stock**”).     **NOW THEREFORE,**in consideration of the mutual agreements and other matters set forth hereinand in the Plan, the Company and Non-employee Director hereby agree as follows:     1. **Grant of Option**. The Company hereby grants to Non-employee Director the right andoption (“**Option**”) to purchase all or any part of an aggregate of                      shares of Stock, on theterms and conditions set forth herein and in the Plan, which Plan is incorporated herein byreference.     2. **Purchase Price**. The purchase price of Stock purchased pursuant to the exercise ofthis Option shall be                      Dollars and                      Cents ($___) per share, which has beendetermined to be the Fair Market Value of the Stock. For all purposes of this Agreement, FairMarket Value of Stock shall be determined in accordance with the provisions of the Plan.     3. **Vesting of Option**. The Option granted hereunder shall vest as follows: (a) the option to purchase                     shares of Stock is vested and exercisable as of                                         ___, 200___;  (b) the option to purchase                     shares of Stock is vested and exercisable asof                                          ___, 200___;  (c) the option to purchase                     shares of Stock is vested and exercisable asof                                          ___, 200___.     Subject to the earlier expiration of this Option as herein provided, this Option may beexercised by written notice to the Company at is principal executive office addressed to theattention of its chief executive officer. This Option must be exercised on or before                     ___, 201___or it will expire worthless.     The shares of Stock that are the subject of the Option are shares of Stock as presentlyconstituted, but if, and whenever, prior to the expiration of an Option theretofore granted, theCompany shall effect a subdivision or consolidation of shares of Stock or the payment of a stock
 

 
dividend on Stock without receipt of consideration by the Company, the number of shares of Stockwith respect to which such Option may thereafter be exercised (a) in the event of an increase inthe number of outstanding shares of Stock shall be proportionately increased, and the purchaseprice per share shall be proportionately reduced, and (b) in the event of a reduction in the numberof outstanding shares of Stock shall be proportionately reduced, and the purchase price per shareshall be proportionately increased.     If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), thenumber and class of shares of Stock covered by an Option theretofore granted shall be adjusted asprovided in the Plan.     4. **Transferability**: This Option is not transferable or assignable other than by willor the laws of descent and distribution or pursuant to a qualified domestic relations order (asdefined by Section 414(p) of the Code).     No transfer by will, trust, or by the laws of descent and distribution shall be effective tobind the Company unless the Compensation Committee of the board of directors of the Company orother such committee as the Board shall appoint to administer the Plan as permitted by the Plan(collectively herein the “**Committee**”) has been furnished with a copy of the deceased Non-employeeDirector’s enforceable will, trust or such other evidence as the Committee deems necessary toestablish the validity of the transfer. Any attempted transfer in violation of this provision shallbe void and ineffective.     5. **Exercise of Option**. The purchase price upon exercise of any Option shall bepayable to the Company in full either: (a) in cash or its equivalent, or (b) subject to priorapproval by the Committee in its discretion, by tendering previously acquired shares of Stockhaving an aggregate Fair Market Value at the time of exercise equal to the total purchase price(provided that the shares of Stock tendered have been held by Non-employee Director for at leastsix (6) months prior to their tender to satisfy the option price), or (c) subject to prior approvalby the Committee in its discretion, by withholding shares of Stock which otherwise would beacquired on exercise having an aggregate Fair Market Value at the time of exercise equal to thetotal purchase price, or (d) subject to prior approval by the Committee in its discretion, by acombination of (a), (b), and (c) above. Any payment in shares of Stock shall be effected asprovided for in the Plan. The Committee, in its discretion, also may allow the purchase price to bepaid with such other consideration as shall constitute lawful consideration for the issuance ofshares of Stock (including, without limitation, effecting a “cashless exercise,” as defined in thePlan, with a broker of the Option), subject to applicable securities law restrictions and taxwithholdings, or by any other means which the Committee determines to be consistent with the Plan’spurpose and applicable law.     As soon as practicable after receipt of a written notification of exercise and full payment,the Company shall deliver, or cause to be delivered, to or on behalf of Non-employee Director, inthe name of Non-employee Director or other appropriate recipient, share certificates for the numberof shares of Stock purchased under the Option. Unless and until such certificates have
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been issued by the Company to Non-employee Director, Non-employee Director (or other personpermitted to exercise this Option in the event of Non-employee Director’s death) shall not be orhave any rights or privileges of a stockholder of the Company with respect to the shares acquirableupon an exercise of this option.     6. **Withholding of Tax**. To the extent that the exercise of this Option or thedisposition of shares of Stock acquired by exercise of this Option results in compensation incometo Non-employee Director for federal or state income tax purposes, Non-employee Director shalldeliver to the Company at the time of such exercise or disposition such amount of money or sharesof Stock as the Company may require to meet its obligation under applicable tax laws orregulations, and, if Non-employee Director fails to do so, the Company is authorized to withholdfrom any cash or Stock remuneration then or thereafter payable to Non-employee Director any taxrequired to be withheld by reason of such resulting compensation income. Upon an exercise of thisOption, the Company is further authorized in its discretion to satisfy any such withholdingrequirement out of any cash or shares of Stock distributable to Non-employee Director upon suchexercise.     Except as may otherwise be permitted by the Code, in the event of a permitted transfer of anOption hereunder, Non-employee Director shall remain subject to withholding taxes upon exercise. Inaddition, the Company shall have no obligation to provide any notices to the transferee including,for example, notice of the termination of a stock option following Non-employee Director’stermination of service as a director of the Company.     7. **Securities Laws**. Non-employee Director agrees that the shares of Stock whichNon-employee Director may acquire by exercising this Option will not be sold or otherwise disposedof in any manner which would constitute a violation of any applicable securities laws, whetherfederal or state. Non-employee Director also agrees (i) that the certificates representing theshares of Stock purchased under this Option 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 of Stock purchased under this Option onthe stock transfer records of the Company if such proposed transfer would, in the opinion ofcounsel satisfactory to the Company, constitute a violation of any applicable securities laws and(iii) that the Company may give related instructions to its transfer agent, if any, to stopregistration of the transfer of the shares of Stock purchased under this Option.     8. **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.     9. **Representations and Warranties of Non-employee Director****.**The Non-employee Directorrepresents and 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
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   may be adverse tax consequences related to the Options and their vesting andexercise, and that Non-employee Director should consult a tax advisor prior to suchtime.  (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.     10. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit ofany successors to the Company and all persons lawfully claiming under Non-employee Director.     11. **Governing Laws**. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Delaware.     12. **Modification**. This Agreement may not be modified except in writing signed by theparties hereto or their respective successors and permitted assigns.     13. **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.     14. **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.     **IN WITNESS WHEREOF,**the Company has caused this Agreement to be duly executed, by its officerthereunto duly authorized, and Non-employee Director has executed this Agreement, all as of the dayand year first above written.       **PETROHAWK ENERGY CORPORATION**       By:         Name: Floyd C. Wilson  Title: Chief Executive Officer       **NON-EMPLOYEE DIRECTOR**          PrintedName:  
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