NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
Exhibit 10.4
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered
effective the ___day of , 200___, by and between PETROHAWK ENERGY CORPORATION, a Delaware
corporation (the “Company”), and (the “Non-Employee Director”).
(a) The legal ownership of the Shares shall vest on ___, 200___provided that
the Non-Employee Director is a non-employee director of the Company on such date and has served as
a non-employee director of the Company for the entire six-month period preceding such date.
(b) Upon Non-Employee Director’s termination as a director of the Company, any Shares which
are not vested shall be forfeited and returned to the Company, except that:
(i) If Non-Employee Director’s service with the Company terminates by reason of
Disability, legal ownership of the Shares shall fully vest as of the date of such
termination. For purposes hereof, the term Disability shall mean a physical or
mental infirmity which impairs the Director’s ability to substantially perform his
or her duties for a period of one hundred eighty (180) consecutive days.
(ii) If Non-Employee Director dies while serving on the board of directors of the
Company (the “Board”), the Shares shall fully vest on the date of death.
(a) | A certificate representing the Shares shall be registered in the name of Non-Employee Director. Until the expiration of the period of time during which the Shares remain subject to the restrictions or vesting set forth in this Agreement (“Restriction Period”), the certificate representing the Shares shall be held in escrow by the Company for the account of Non-Employee Director. | ||
(b) | Each stock certificate issued in the name of Non-Employee Director pursuant to this Agreement shall bear the following restrictive legend: | ||
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS CONTAINED IN A NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT DATED AS OF __________ ____, 200___BY AND BETWEEN PETROHAWK ENERGY CORPORATION AND ______________. A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION’S SECRETARY. |
2
otherwise due to the Non-Employee Director from the Company any federal, state or local taxes of
any kind required by law to be withheld with respect to the Shares. The Company is further
authorized in its discretion to satisfy any such withholding requirement out of shares of
Restricted Stock of the Non-Employee Director held by the Company.
(a) | The Non-Employee Director has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Non-Employee Director acknowledges that there may be adverse tax consequences upon the vesting of the Shares or disposition of the Shares once vested, and that the Non-Employee Director should consult a tax adviser prior to such time. | ||
(b) | The Non-Employee Director agrees to sign such additional documentation as may reasonably required from time to time by the Company in connection with this Agreement. |
12. Governing Laws. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
3
alter any of the provisions of this Agreement.
PETROHAWK ENERGY CORPORATION | ||||
By: | ||||
Name: | ||||
Title: | ||||
NON-EMPLOYEE DIRECTOR | ||||
Print Name: | ||||
4