PETROHAWK ENERGY CORPORATION
THIRD AMENDED AND RESTATED
2004 EMPLOYEE INCENTIVE PLAN
This Petrohawk Energy Corporation Third Amended and Restated 2004 Employee Incentive Plan (the “Plan”) amends and
restates the Petrohawk Energy Corporation Second Amended and Restated 2004 Employee Incentive Plan, as amended by
Amendment No. 1 to the Petrohawk Energy Corporation Second Amended and Restated 2004 Employee Incentive Plan for the
purpose of authorizing the Committee (as defined below) to issue stock appreciation rights under and pursuant to the Plan.
I. Definitions and Purposes
Whenever capitalized in this document, the following terms shall be defined as set forth below:
“ Board ” means the board of directors of the Company.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ” means the committee of the Board which may be the Compensation Committee of the Board or such other
committee as the Board shall appoint to administer the Plan, provided it shall be (a) comprised solely of two or more outside
directors (within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder), and
(b) constituted so as to permit the Plan to comply with Rule 16b-3.
“ Common Stock ” means the common stock of the Company, $.001 par value per share, and any class of common stock
into which such common stock may hereafter be converted, reclassified or recapitalized.
“ Company ” means Petrohawk Energy Corporation
“ Corporate Change ” shall have the meaning set forth in Section VIII(c) below.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Fair Market Value ” means for one Share on the date in question (i) the closing sale price for such Share as quoted on
the New York Stock Exchange, Nasdaq National Market or Nasdaq Small Cap Market, as applicable (“NASDAQ”), or (ii) if not
so quoted, the closing sales price