Exhibit 10.9
BLACK RAVEN ENERGY, INC.
EQUITY COMPENSATION PLAN
FORM OF RESTRICTED STOCK AWARD AGREEMENT
Name of Participant:
No. of Shares:
Date of Grant:
Shares Vested:
Date:
Performance Measure:
A.
Black Raven 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
Equity Compensation 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 or the Grant Notice, respectively.
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 (AS DEFINED IN THE PLAN) 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