exv10w15






Exhibit 10.15




POSTROCK ENERGY CORPORATION

2010 LONG-TERM INCENTIVE PLAN




RESTRICTED SHARE UNIT AWARD AGREEMENT



	 	 	 

	Date of Grant:
	 	April 26, 2010
	 
	 	 
	Number of Restricted Share Units:
	 	40,000






          This Restricted Share Unit Award Agreement (the “Agreement”) dated April 26, 2010, is made by
and between PostRock Energy Corporation, a Delaware corporation (the “Company”), and Douglas
Strickland (“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 the Company has elected to grant to Participant Restricted Share Units under the
Plan pursuant to and in accordance with this Agreement.




AGREEMENT:




          In consideration of the mutual premises and covenants contained herein and other good and
valuable consideration paid by Recipient to the Company, the Company and Recipient agree as
follows:




          Section 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.




          Section 2. Grant and Settlement of Restricted Share Units.




          The Company hereby grants to Participant, subject to the conditions set forth in this
Agreement, that number of Restricted Share Units identified above opposite the heading “Number of
Restricted Share Units” (the “Units”). Provided Participant’s right to receive the Units has not
previously been forfeited pursuant to Section 4 and subject to any exceptions listed elsewhere
herein, Participant’s rights to the Units shall vest, and the Units will be settled (as provided
below), in proportional amounts (with any number(s) not evenly divisible being allocated to the
earliest tranche), on the applicable dates identified below (the “Vesting Dates”):




 









 






	 	 	 
	Number of Units	 	Vesting Date
	10,000 Units

(25% of the total number of Units)
	 	September 23, 2010
	10,000 Units

(25% of the total number of Units)
	 	September 23, 2011
	10,000 Units

(25% of the total number of Units)
	 	September 23, 2012
	10,000 Units

(25% of the total number of Units)
	 	September 23, 2013






          Upon the vesting of the Participant’s Units on the applicable Vesting Date, a number of Shares
equal to the number of vested Units shall be registered in the name of the Participant and the
certificates representing such Shares shall be delivered to the Participant not later than 10 days
after the applicable Vesting Date.




          Section 3. Consideration to the Company.




          In consideration of the granting of the Units by the Company, Participant agrees to render
faithful and efficient services as an employee of the Company or a Subsidiary. Nothing in this
Agreement will confer upon Participant any right to continue as an employee of the Company or a
Subsidiary or will interfere with or restrict in any way the rights of the Company or a Subsidiary,
which are hereby expressly reserved, to terminate Participant’s employment with the Company or a
Subsidiary at any time for any reason whatsoever, with or without cause.




          Section 4. Forfeiture of Right to Receive Units Prior to Vesting.




          Unless otherwise provided herein, if Participant has a Termination of Affiliation with the
Company or any of its Subsidiaries for any reason (including due to death or Disability) before one
or more of the Vesting Dates for some or all of the Units, then all of Participant’s unvested Units
under this Agreement shall immediately be forfeited as of such termination date. Upon such
forfeiture, Participant shall have no further rights under this Agreement. Section 5.4(b) of the
Plan shall not apply and thus the Units granted under this Agreement will not become fully vested
if Participant has a Termination of Affiliation on account of death or Disability.




          Section 5. No Assignment of Rights.




          Subject to any exceptions set forth elsewhere herein, none of the rights to receive the Units
may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant,
and Participant agrees not to attempt to sell, assign, transfer, pledge, hypothecate or otherwise
dispose of such rights. Any attempt to sell, assign, transfer, pledge, hypothecate or otherwise
dispose of a right to receive a Unit under this Agreement shall be null and void.







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          Section 6. No Dividends or Voting Rights.




          Unless and until Shares have been delivered pursuant to this Agreement, Participant (a) is not
entitled to receive any dividends or dividend equivalents, whether paid in cash or stock, or
receive any other distributions made with respect to actual Shares and (b) does not have nor may
Participant exercise any voting rights with respect to any of the Shares.




          Section 7. Amendment and Cancellation.




          This Agreement may be amended or cancelled at any time provided that, to the extent any
amendment would be materially adverse to Participant or in the event of the cancellation of this
Agreement, both the Company and Participant consent to the terms of such amendment or cancellation.
The foregoing notwithstanding, no amendment shall be made that would result in the Units becoming
subject to Code Section 409A.




          Section 8. Withholding of Tax.




          Upon the vesting of any Unit, the Company will have the power to withhold such amounts from
the distribution of the Shares or from other cash payable to Participant to satisfy any tax
withholding obligations.




          Section 9. Entire Agreement.




          This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements
between the parties with respect to the Units granted hereby. Without limiting the scope of the
preceding sentence, all prior understandings and agreements, if any, among the parties hereto
relating to the subject matter hereof are hereby null and void and of no further force and effect.




          Section 10. Designation of Beneficiary.




          Participant may designate a person or persons to receive, in the event of Participant’s death,
any Units then being transferred or other property then or thereafter distributable relating to the
Units. Such designation must be made either in the space indicated at the end of this Agreement or
upon forms supplied by and delivered to the Company or its delegate and may be revoked in writing.
If Participant fails effectively to designate a beneficiary, the legal representative of the estate
of Participant will be deemed to be the beneficiary of Participant with respect to any such Units
or other property.




          Section 11. Applicable Law.




          This Agreement will be governed by and construed in accordance with the laws of the State of
Delaware, excluding its conflict of laws provisions.







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          Section 12. Section 409A.




          The rights to, and distribution of, the Units granted hereunder are intended to be exempt from
the requirements of Section 409A of the Code under the “short-term deferral exclusion” as defined
thereunder, and this Agreement shall be interpreted and administered in a manner consistent with
that intent.




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




	 	 	 	 	 
	 	POSTROCK ENERGY CORPORATION

 	 
	 	By:  	/s/ David C. Lawler
 	 
	 	 	David C. Lawler 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	PARTICIPANT

 	 
	 	/s/ Douglas Strickland
 	 
	 	Douglas Strickland 	 
	 	 	 
	 



	 	 	 	 	 
	
 	 
	Designation of Beneficiary
[redacted]
 	 
	(Relationship to Participant) 	 
	 	 



[redacted] 

(Name of Beneficiary)




 
(Street Address)




 
(City, State, Zip Code)





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