0000950129-06-005713 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT Optionee:
Incentive Stock Option Agreement • May 19th, 2006 • Petroquest Energy Inc • Crude petroleum & natural gas • Louisiana
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AMENDMENT TO TERMINATION AGREEMENT
Termination Agreement • May 19th, 2006 • Petroquest Energy Inc • Crude petroleum & natural gas

THIS AMENDMENT (the “Amendment”) to the Termination Agreement dated as of , ___, as amended to date (the “Termination Agreement”), between PetroQuest Energy, Inc., a Delaware corporation (the “Company”), and (the “Executive”) is made and entered into this ___ day of May, 2006 between the Company and the Executive. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Termination Agreement.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 19th, 2006 • Petroquest Energy Inc • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into by and between PetroQuest Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and , an individual (“Grantee”) on the ___ day of , 200___ (the “Grant Date”), pursuant to the Petroquest Energy, Inc. 1998 Incentive Plan (as amended and restated effective March 16, 2006) (the “Plan”). The Plan is incorporated by reference herein in its entirety. Capitalized terms not otherwise defined in this agreement shall have the meaning given to such terms in the Plan.

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