Exhibit
10.4


FORM OF
RSU AGREEMENT


This RSU Agreement is entered into between Storm Cat
Energy Corporation (the “Company”) and
the Eligible Person named below, pursuant to the Company’s Restricted Share
Unit Plan (the “Plan”), a copy of which is
attached hereto, and confirms that:


1.                                       on
                                                                                                                                                                                                                                (the “Grant Date”);


2.                                                                                                                                                                                                                                                                                        (the “Eligible Person”);


3.                                       was
granted                                                                                                                              Restricted Share Units (the “RSUs”), in accordance with the terms of the Plan;


4.                                       the
RSUs will vest as follows:


Number of RSUs                       Vesting On


                                                                                               


                                                                                               


                                                                                               


all on the terms and subject to the conditions set out in the Plan.


By signing this agreement, the Participant:


(a)                                  acknowledges
that he or she has read and understands the Plan, agrees with the terms and
conditions thereof which shall be deemed to be incorporated into and form part
of this RSU Agreement (subject to any specific variations contained in this RSU
Agreement);


(b)                                 acknowledges
that he or she will be solely responsible for paying any applicable withholding
taxes arising from the grant or vesting of any RSU, as provided in
Section Error! Reference source not
found. of the Plan;


(c)                                  where
allowed by applicable legislation, agrees to assume any employer’s social
security contributions due upon the grant or vesting of any RSU;


(d)                                 agrees
that an RSU does not carry any voting rights;


(e)                                  acknowledges
that the value of the RSUs granted herein is in C$ denomination, and such value
is not guaranteed;


(f)                                    recognises
that the value of an RSU upon delivery is subject to stock market fluctuations;
and


(g)                                 recognises
that, at the sole discretion of the Company, the Plan can be administered by a
designee of the Company by virtue of paragraph Error! Reference source not found.  















 


 


                                                and
any communication from or to the designee shall be deemed to be from or to the
Company.


 


IN WITNESS WHEREOF
the Company and the Eligible Person have executed this RSU Agreement as of __________________.


	
  STORM CAT ENERGY CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name of Eligible
  Person

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature of
  Eligible Person

  	
   

  



 


Note to Plan Participants


This Agreement must be signed where indicated and
returned to the Company within 30 days of receipt.  Failure to acknowledge acceptance of this
grant will result in the cancellation of your RSUs.


 



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