0001362310-09-002973 Sample Contracts

AMENDED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 27th, 2009 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas

An executive employment agreement was made and entered into effective as of June 7, 2007, between PetroQuest Energy, Inc., a Delaware corporation having its principal executive office at 400 E. Kaliste Saloom Road, Suite 6000, Lafayette, Louisiana 70508 (hereinafter referred to as the “Company”), PetroQuest Energy, L.L.C., a Louisiana limited liability company and wholly owned subsidiary of the Company (“PELLC”), and Mark K. Stover (hereinafter referred to as the “Employee”) (the “Agreement”). The Agreement is hereby amended effective December 31, 2008 (hereinafter the “Amended Agreement”) as follows:

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 27th, 2009 • 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 the “Grantee” (identified in the award notice attached electronically hereto (the “Award Notice”)), an individual, on the Grant Date (identified in the Award Notice) 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.

AMENDED EXECUTIVE EMPLOYMENT AGREEMENT
Amended Executive Employment Agreement • February 27th, 2009 • Petroquest Energy Inc • Crude petroleum & natural gas • Texas

An executive employment agreement was made and entered into effective as of September 4, 2001, between PetroQuest Energy, Inc., a Delaware corporation having its principal executive office at 400 E. Kaliste Saloom Road, Suite 6000, Lafayette, Louisiana 70508 (hereinafter referred to as the “Company”), and Dalton F. Smith III (hereinafter referred to as the “Employee”) (the “Agreement”). The Agreement is hereby amended effective December 31, 2008 (hereinafter the “Amended Agreement”) as follows:

PetroQuest Energy, Inc. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 27th, 2009 • Petroquest Energy Inc • Crude petroleum & natural gas • Louisiana
PetroQuest Energy, Inc. NONSTATUTORY STOCK OPTION AGREEMENT Optionee:
Nonstatutory Stock Option Agreement • February 27th, 2009 • Petroquest Energy Inc • Crude petroleum & natural gas • Louisiana
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