Exhibit 10.2
PINNACLE GAS RESOURCES, INC.
SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN
FORM OF STOCK APPRECIATION
RIGHTS AWARD AGREEMENT
This Stock Appreciation Rights Award
Agreement (this “Agreement” ) is made and
entered into effective as of the
day of
,
2009 ( “Grant Date” ), by and between
Pinnacle Gas Resources, Inc., a Delaware corporation (the
“Company” ) and
,
an individual resident of the State of
( “Participant” ).
RECITALS:
WHEREAS, Participant is [an
employee] [a director] of the Company and the Company desires to
grant to Participant stock appreciation rights under and pursuant
to the Pinnacle Gas Resources, Inc. Second Amended and
Restated Stock Incentive Plan (the “ Plan
”); and
WHEREAS, Participant and the Company
now desire to set forth their mutual understanding and agreement
with respect to the matters set forth herein;
NOW, THEREFORE, in consideration of
the premises and mutual covenants and agreements set forth in this
Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
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Participant:
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Social Security Number:
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Address:
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Total Stock Appreciation Rights:
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1.
Grant of SAR
. To carry out the purposes of
the Plan and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company hereby grants
to Participant
( ) Stock Appreciation Rights (
“SARs”
) effective as
of the Grant Date on the terms and conditions set forth herein and
in the Plan. The Plan and this Agreement shall be
administered by the Committee. A SAR confers on the
Participant a right to receive, upon exercise, hereof, the excess
of (A) the Fair Market Value of a share of Common Stock on the
date of exercise over (B) $1.00. Such excess shall be
paid cash or Common Stock or in a combination thereof to the
Participant (at the sole discretion of the Committee).
2.
Term . Unless sooner
terminated as provided under the terms of the Plan, the SARs shall
expire if not exercised within seven (7) years from the Grant
Date.
3.
Exercise of SARs
. The SARs
shall be exercisable as they vest in the manner described
below:
[insert vesting
schedule]
provided, however, that the Participant is still
employed by the Company on such ves
