exv10w16






Exhibit 10.16




POSTROCK ENERGY CORPORATION

2010 LONG-TERM INCENTIVE PLAN




RESTRICTED SHARES AWARD AGREEMENT



	 	 	 

	Date of Grant:
	 	April 26, 2010
	 
	 	 
	Number of Restricted Shares Granted:
	 	8,328






          This Restricted Shares Award Agreement (the “Agreement”) dated April 26, 2010, is made by and
between PostRock Energy Corporation, a Delaware corporation (the “Company”), and David C. Lawler
(“Participant”).




RECITALS:




          A. The Company established the 2010 Long-Term Incentive Plan (the “Plan”) under which the
Company may grant eligible employees and non-employee directors of the Company and its Subsidiaries
certain equity-based awards.




          B. Participant is an eligible employee or non-employee director of the Company or one of its
Subsidiaries and, pursuant to the Paragraph 5 of the first amendment to Participant’s employment
agreement, as a result of achieving certain 2009 MIP performance targets, the Company has elected
to grant to Participant Restricted Shares under the Plan pursuant to and in accordance with this
Agreement.




AGREEMENT:




          1. Incorporation of Plan.




          All provisions of this Agreement and the rights of Participant hereunder are subject in all
respects to the provisions of the Plan and the powers of the Plan Committee therein provided.
Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in
the Plan.




          2. Grant of Restricted Shares.




          Subject to the conditions and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to Participant that number of Restricted Shares identified above opposite the
heading “Number of Restricted Shares Granted.”




          3. Restrictions on Transfer/Period of Restriction.




          Subject to any exceptions set forth in this Agreement or in the Plan, the Restricted Shares or
the rights relating thereto may not be sold, transferred, gifted, bequeathed, pledged, assigned, or
otherwise alienated or hypothecated, voluntarily or involuntarily, prior to the Vesting Date for
the Restricted Shares (as provided below). On the Vesting Date, the restriction on transfer shall
lapse and the Restricted Shares, if not previously forfeited pursuant to Section 4




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below, will become freely transferable under this Agreement and the Plan, subject only to such
further limitations on transfer, if any, as may exist under applicable law or any other agreement
binding upon Participant. Subject to any exceptions listed in this Agreement or in the Plan, all
Restricted Shares under this Agreement shall become fully vested on April 26, 2011 (the “Vesting
Date”).




          4. Forfeiture Prior to Vesting.





     (a) General Rule. Except as provided below in Section 4(c) of this Agreement,
if Participant experiences a Termination of Affiliation with the Company or any of its
Subsidiaries before the end of the Period of Restriction for the Restricted Shares,
Participant will thereupon immediately forfeit all unvested Restricted Shares, and the full
ownership of such Restricted Shares and rights will revert to the Company. Upon such
forfeiture, Participant shall have no further rights under this Agreement. For purposes of
this Agreement, transfer of employment between the Company and any of its Subsidiaries does
not constitute a Termination of Affiliation.




     (b) No Vesting Upon Death and Disability. Section 5.4(b) of the Plan shall not
apply and thus the Restricted Shares granted under this Agreement will not become fully
vested if Participant has a Termination of Affiliation on account of death or Disability.




     (c) Actual or Constructive Termination of Affiliation by the Company.
Notwithstanding Section 4(a) of this Agreement, if Participant experiences a Termination of
Affiliation before the end of the Period of Restriction due to the Company’s termination of
Participant’s employment without “Cause” or due to Participant’s resignation for “Good
Reason” (as the terms “Cause” and “Good Reason” are defined in Participant’s Employment
Agreement dated April 10, 2007, as amended, or any successor employment agreement between
the Company and Participant), all restrictions on the Restricted Shares will lapse and cease
to be effective as of the date of Participant’s Termination of Affiliation by the Company
without Cause or Participant for Good Reason. For the avoidance of doubt, for purposes of
this Section 4(c), the definitions of “Cause” and “Good Reason” set forth in the Plan are
not applicable.



          5. Certificates.




          The Restricted Shares shall be issued in the name of Participant as of the Date of Grant. The
certificates representing the Restricted Shares shall bear a legend similar to the following:





THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO
CERTAIN CONDITIONS UNDER THE POSTROCK ENERGY CORPORATION 2010 LONG-TERM INCENTIVE
PLAN AND THE APPLICABLE RESTRICTED SHARES AWARD AGREEMENT PURSUANT TO WHICH THE
SHARES WERE ISSUED. THESE SHARES ARE SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE
SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE



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AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF POSTROCK ENERGY CORPORATION.



          6. Dividends and Voting.




          Participant is entitled to (a) receive all dividends, whether payable in stock or cash, or
other distributions, declared on or with respect to any Restricted Shares as of a record date that
occurs during the Period of Restriction (and before any forfeiture of the Restricted Shares),
payable at the same time as such dividends or distributions are made to the Company’s shareholders,
and (b) exercise all voting rights with respect to the Restricted Shares, if the record date for
the exercise of such voting rights occurs during the Period of Restriction (and before any
forfeiture of the Restricted Shares).




          7. Plan Committee Authority.




          Any questions concerning the interpretation of this Agreement and any controversy which arises
under this Agreement shall be settled by the Plan Committee in its sole discretion.




          8. Headings.




          Headings are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.




          9. Notice of I.R.C. Section 83(b) Election.




          If Participant desires to make an election under Section 83(b) of the Code relating to the
award of Restricted Shares, Participant shall notify the Company or its delegate in writing of such
election within 30 days of the Date of Grant. Participant shall be solely responsible for making
such a Section 83(b) election and satisfying all notice and filing requirements under the Code.




          10. Designation of Beneficiary.




          Participant may designate a person or persons to receive, in the event of his death, any
Shares resulting from the vesting of Restricted Shares or other property then or thereafter
distributable relating to such Shares. Such designation may be made either in the space indicated
at the end of this Agreement or in a written instrument delivered to the Company. If Participant
fails effectively to designate a beneficiary, then the person(s), or trust(s) entitled by will or
the laws of descent and distribution shall be deemed to be the beneficiary of the transfer.




          11. Tax Withholding.




          To the extent that the grant or vesting of any of the Restricted Shares granted hereunder may
obligate the Company to pay withholding taxes on behalf of Participant, the Company shall have the
power to withhold, or require Participant to remit to the Company, an amount sufficient to satisfy
any such federal, state, local or foreign withholding tax requirements.







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          12. Amendment.




          This Agreement may be amended only by a writing executed by the parties hereto which
specifically states that it is amending this Agreement.




          13. Governing Law.




          The laws of the State of Delaware will govern the interpretation, validity and performance of
this Agreement regardless of the law that might be applied under principles of conflicts of laws.




          14. Binding Effect.




          Except as expressly stated herein to the contrary, this Agreement will be binding upon and
inure to the benefit of the respective heirs, legal representatives, successors and assigns of the
parties hereto.




          This Agreement has been executed and delivered by the parties hereto effective the day and
year first above written.




	 	 	 	 	 
	 	POSTROCK ENERGY CORPORATION

 	 
	 	By:  	/s/ Gary Pittman
 	 
	 	 	Gary Pittman 	 
	 	 	 	 
	 
	 	PARTICIPANT

 	 
	 	/s/
David C. Lawler
 	 
	 	David C. Lawler 	 
	 	 	 



	 	 	 	 	 
	
 	 
	Designation of Beneficiary
           [redacted]
 	 
	(Relationship to Recipient) 	 
	 	 	 



[redacted]
 

(Name of Beneficiary)




 
(Street Address)




 
(City, State, Zip Code)





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