EX-10.22



 Exhibit 10.22 
 POSTROCK ENERGY CORPORATION 
 2010 LONG-TERM INCENTIVE PLAN

 STOCK OPTION AWARD AGREEMENT 

 

			
	    Date of Grant:	  	[            ]
		
	    Number of Shares Subject to Option:	  	[            ]
		
	    Option Price:	  	[$          ]
		
	    Expiration Date:	  	[            ]

 This Option Award Agreement (the “Agreement”) is made by and between PostRock
Energy Corporation, a Delaware corporation (the “Company”), and [            ] (“Participant”). 

RECITALS: 

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

B. Participant is an eligible employee of the Company or one of its Subsidiaries or a non-employee director of the Company and the
Committee has elected to grant to Participant an Option 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 Participant to the Company, the Company and Participant 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 of
Option; Expiration. 
 Subject to the conditions and restrictions set forth in this Agreement and the Plan, the Company
hereby grants to Participant an Option with respect to the number of Shares identified above opposite the heading “Number of Shares Subject to Option” (the “Option”) at the exercise price (the “Option
Price”) provided above. The Option is a nonqualified stock option and will continue in effect until the date that is 5 years from the Date of Grant (the “Expiration Date”), subject to earlier termination in
accordance with this Agreement or the Plan. If not exercised prior to the Expiration Date, the Option will be forfeited. 







 Section 3. Vesting; No Assignment of Rights. 

Subject to any exceptions listed in this Agreement or in the Plan, the Option shall become exercisable on the respective vesting dates
(the “Vesting Dates”) with respect to the number of Shares and in accordance with the schedule set forth below, provided Participant is an employee of the Company or one of its Subsidiaries or a non-employee director of the
Company from the Grant Date through the applicable Vesting Date: 
  

			
	 Anniversary of Date of Grant

(Vesting Dates)
	  	Number of Shares
	 First Anniversary
	  	[            ]
		
	 Second Anniversary
	  	[            ]
		
	 Third Anniversary
	  	[            ]

 During Participant’s lifetime, the Option may be exercised only by Participant. Subject to any
exceptions set forth in this Agreement or in the Plan, the Option or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant. Any attempt to assign, alienate, pledge,
attach, sell, or otherwise transfer or encumber the Option or the rights relating thereto shall be null and void. 

Section 4. Forfeiture Prior to Vesting; Period of Exercisability. 

(a) General Rule. If Participant has a Termination of Affiliation with the Company or any of its Subsidiaries for any reason (including
due to Disability or death) before one or more of the Vesting Dates for the Option, Participant will thereupon immediately forfeit all unvested portions of the Option. Section 5.4(b) of the Plan shall not apply; any unvested portion of the
Option under this Agreement will immediately be forfeited upon Participant’s Termination of Affiliation due to Disability or death. Upon such forfeiture, Participant shall have no further rights under this Agreement (except with respect to any
periods of exercisability for any vested portions of the Option as set out 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. 
 Upon Termination of Affiliation other than due to Disability or death, Participant will be entitled to exercise
any vested portion of the Option at any time prior to the Expiration Date or the expiration of 90 days after the date of the Termination of Affiliation, whichever is the shorter period. Upon Termination of Affiliation due to Disability or death,
Participant, or in the event of Participant’s death, Participant’s beneficiary, will be entitled to exercise any vested portion of the Option at any time prior to the Expiration Date or the expiration of one year after the date of the
Termination of Affiliation, whichever is the shorter period. 
 (b) Change in Control. Notwithstanding Section 4(a) above
to the contrary, if Participant is an employee of the Company or one of its Subsidiaries or a non-employee director of the Company as of the date of a Change in Control, then as of such Change in Control date all unvested portions of the Option
shall immediately vest and the Option shall be exercisable in full until the Expiration Date. 

  
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 For purposes of this Agreement, a “Change in Control” shall be consistent with
regulations issued under Section 409A of the Code and the Treasury regulations issued thereunder and shall mean the occurrence of a “Change in the Ownership of the Company,” a “Change in Effective Control of the Company,” or
a “Change in the Ownership of a Substantial Portion of the Company’s Assets.” A “Change in the Ownership of the Company” means the acquisition by any one person, or more than one person acting as a group, of the outstanding
and issued Shares that, together with Shares held by such person or group, constitutes more than 50 percent of the total voting power of the Shares (however, if any one person, or more than one person acting as a group, is considered to own more
than 50 percent of the total voting power of the Shares, the acquisition of additional Shares by the same person or group shall not constitute a Change in the Ownership of the Company). A “Change in Effective Control of the Company” shall
occur if either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of Shares possessing 35
percent or more of the total voting power of the Shares (however, if a person, or more than one person acting as a group owns 35 percent of the total fair market value or total voting power of the Shares, the acquisition of additional Shares by such
person or group shall not constitute a Change in Effective Control of the Company; or (ii) a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election. A “Change in the Ownership of a Substantial Portion of the Company’s Assets” occurs when any one person,
or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value
(“gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets) equal to or more than 40 percent of the total
gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this Agreement, the term “acting as a group” shall have the same meaning as defined in Section 409A of
the Code and the Treasury regulations issued thereunder. Notwithstanding the foregoing, in no event shall any acquisition of Shares or other securities of the Company by White Deer Energy L.P. or any of its affiliates, whether occurring before or
after the date of this Agreement, constitute a Change in Control. 
 Section 5. Exercise of Option. 

The exercise of the Option must be accompanied by full payment of the Option Price for the Shares being acquired by: (i) cash,
(ii) a check acceptable to the Company, (iii) the delivery of a number of already-owned Shares having a Fair Market Value equal to such Exercise Price, (iv) a “cashless broker exercise” of the Option through any procedures
established or approved by the Plan Committee with respect thereto, or (v) any combination of the foregoing approved by the Plan Committee. No Shares will be issued until the Option Price has been paid. 

Section 6. Dividends and 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 any other
distributions declared on or with respect to actual Shares and (b) does not have nor may Participant exercise any voting rights with respect to any of the Shares. 

  
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 Section 7. Designation of Beneficiary. 

Participant may designate a person or persons to exercise and receive, in the event of Participant’s death, any Shares resulting from
the vesting or exercise of the Option 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 or its delegate and may be revoked only by a written instrument similarly delivered. 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 Shares or other property and will have the rights to exercise the Option as described herein. 
 Section 8. Tax Withholding. 
 To the extent that grant, vesting
or exercise of the Option 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. 
 Section 9. No Right to Continued
Employment. 
 If the Participant is an employee of the Company or one of its Subsidiaries, nothing in this Agreement
shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate Participant’s employment at any time, nor confer upon Participant the right to continue in the employ of the Company or one of its Subsidiaries.

 Section 10. Entire Agreement; Amendment. 

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 Option granted hereby. 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. This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is an amendment of this Agreement. 

Section 11. Governing 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 Option granted hereunder and the distribution of the Shares upon exercise of the Option are exempt from the requirements of
Section 409A of the Code as a stock option, 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:	 	  

		 	Name: [            ]
		 	Title:   [            ]


  

			
	PARTICIPANT
		
	  
	 	  

		 	     NAME



  

					
	Designation of Beneficiary:	 		 	  

		 		 	(Name of Beneficiary)
			
		 		 	  

		 		 	(Relationship to Participant)
			
		 		 	  

		 		 	(Street Address)
			
		 		 	  

		 		 	(City, State, Zip Code)


  
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