EMPLOYEE INCENTIVE STOCK AGREEMENT
THIS EMPLOYEE INCENTIVE 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 “
WHEREAS, to carry out the purposes of the Company’s SECOND AMENDED AND RESTATED 2004
EMPLOYEE INCENTIVE PLAN, as amended (the “ Plan” ), the Company desires to issue shares of the
common stock of the Company to the Employee pursuant to the terms of this Agreement and the Plan (“
Incentive Stock ”).
NOW THEREFORE , in consideration of the mutual agreements and other matters set forth herein and in
the Plan, the Company and the Employee hereby agree as follows:
1. Grant . The Company hereby grants to Employee (___) shares of Incentive
Stock (the “ Shares ”) on the terms and conditions set forth herein and in the Plan, which Plan is incorporated
herein by reference.
2. Vesting. The legal ownership of the Shares shall vest immediately upon the execution of this Agreement
by both Employee and the Company.
3. Stock Certificates . Upon execution of this agreement by the Company and Employee, a certificate
representing the Shares shall be registered in the name of Employee and delivered to Employee.
4. Withholding of Tax . To the extent that the granting of the Shares results in compensation income to the
Employee for federal or state income tax purposes, Employee shall pay to the Company (in cash or to the extent
permitted by the Committee, shares of common stock of the Company held by the Employee whose value is
equal to the amount of the Employee’s tax withholding liability as determined by the Committee) any federal, state
or local taxes of any kind required by law to be withheld, if any, with respect to the Shares. The Company, to the
extent permitted by law, has the r