NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT
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 ”).
WHEREAS, to carry out the purposes of the Company’s SECOND AMENDED AND RESTATED 2004
NON-EMPLOYEE DIRECTOR INCENTIVE PLAN (the “ Plan” ), the Company desires to issue shares of
the common stock of the Company to the Non-Employee Director pursuant to the terms of this Agreement and
the Plan (“ Restricted Stock ”).
NOW THEREFORE , in consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and the Non-Employee Director hereby agree as follows:
1. Grant . The Company hereby grants to Non-Employee Director (___) shares
of Restricted Stock (the “ Shares ”) on the terms and conditions set forth herein and in the Plan, which Plan is
incorporated herein by reference.
2. Vesting .
(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 ei