EXHIBIT 10.24
PRB ENERGY, INC.
2007 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Name of Participant:
No. of Shares:
Date of Grant:
Shares Vested:
Date:
[Performance Measure:]
A.
PRB Energy, Inc. (the "Company") wishes to give you an added
incentive to continue in the long-term service of the Company and to create in
you a more direct interest in the future success of the operations of the
Company by granting you restricted shares of the Company's common stock (the
"Common Stock"), pursuant to the provisions of the Company's 2007 Equity
Incentive Plan (the "Plan").
B.
The Company and you desire to set forth the terms and conditions
of such grant.
NOW THEREFORE, pursuant to the terms of this Restricted Stock Award Agreement
(this "Agreement"), the Company grants you the number of shares of Common Stock
(the "Shares" or the "Award") indicated above. Capitalized terms not explicitly
defined in this Agreement but defined in the Plan shall have the same
definitions as in the Plan.
The details of your Award are as follows:
1.
GRANT OF RESTRICTED STOCK.
SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT, IN CONSIDERATION OF YOUR SERVICES TO THE COMPANY, YOU HEREBY
AGREE TO ACQUIRE FROM THE COMPANY, AND THE COMPANY HEREBY AGREES TO GRANT TO
YOU, THE AGGREGATE NUMBER OF SHARES SPECIFIED ABOVE.
2.
CLOSING/ESCROW OF UNVESTED SHARES.
AS SECURITY FOR YOUR FAITHFUL
PERFORMANCE OF THE TERMS OF THIS AGREEMENT AND TO INSURE THE AVAILABILITY FOR
DELIVERY OF YOUR SHARES UPON FORFEITURE HEREIN PROVIDED FOR, YOU AGREE TO
DELIVER THE DULY ISSUED STOCK CERTIFICATE(S) EVIDENCING THE SHARES REGISTERED IN
YOUR NAME TO THE SECRETARY OF THE COMPANY OR THE SECRETARY'S DESIGNEE ("ESCROW
AGENT"), AS ESCROW AGENT FOR THE SHARES, PURSUANT TO THE TERMS OF THE PLAN.
3.
NORMAL VESTING.
SUBJECT TO THE LIMITATIONS CONTAINED HEREIN, THE
SHARES YOU RECEIVE HEREUNDER WILL VEST AS PROVIDED IN THE ABOVE TABLE [UPON
PERFORMANCE OF THE RELEVANT PERFORMANCE MEASURE,] PROVIDED THAT AT THE RELEVANT
VESTING DATE YOU REMAIN CONTINUOUSLY EMPLOYED BY THE COMPANY.
4.
ACCELERATED VESTING UPON DEATH, DISABILITY OR RETIREMENT.
NOTWITHSTANDING SECTION 3 HEREOF, IN THE EVENT YOUR CONTINUOUS EMPLOYMENT WITH
THE COMPANY TERMINATES DUE TO YOUR DISABILITY OR DEATH, ALL FORFEITURE RISK
IMPOSED ON THE SHARES HEREUNDER SHALL LAPSE AND ALL SHARES SUBJECT TO THIS AWARD
SHALL IMMEDIATELY BECOME FULLY VESTED AND NONFORFEITABLE.
5.
ACCELERATED VESTING UPON CHANGE OF CONTROL.
NOTWITHSTANDING
SECTION 3 HEREOF, THE SHARES SHALL VEST IMMEDIATELY UPON A CHANGE OF CONTROL IF
YOU HAVE BEEN CONTINUOUSLY EMPLOYED BY THE COMPANY THROUGH THE DATE IMMEDIATELY
PRIOR TO THE OCCURRENCE OF A CHANGE OF CONTROL.
6.
ISSUANCE OF UNRESTRICTED SHARES.
UPON THE VESTING OF ANY SHARES,
SUCH VESTED SHARES WILL NO LONGER BE SUBJECT TO FORFEITURE AS PROVIDED IN
SECTION 7 HEREOF, BUT WILL CONTINUE TO BE SUBJECT TO ANY OTHER PROVISIONS OF
THIS AGREEMENT. AS SOON AS PRACTICABLE AFTER VESTING OF ANY SHARES, THE COMPANY
SHALL DELIVER TO YOU CERTIFICATES ISSUED IN YOUR NAME FOR THE NUMBER OF SHARES
THAT HAVE VESTED.
7.
FORFEITURE.