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Exhibit 10.19
[PETROHAWK LOGO]
AMENDED AND RESTATED PERFORMANCE SHARE AWARD
CERTIFICATE
WHEREAS, on March 13, 2006, KCS Energy, Inc., a Delaware
corporation (" KCS ") has offered you (the "
Participant ") the opportunity to receive shares of
restricted common stock of KCS, contingent upon satisfaction of
certain performance criteria (" KCS Performance
Shares ") such that if the minimum performance criteria
were satisfied at the end of the Performance Period, the KCS
Performance Shares would be paid to you in the form of shares of
restricted common stock of KCS (" KCS Bonus Stock ")
under the KCS Energy, Inc. 2005 Employee and Directors Stock Plan
(the " Plan ");
WHEREAS, on July 12, 2006, KCS merged with and into
Petrohawk Energy Corporation, a Delaware corporation (the "
Company ");
WHEREAS, pursuant to, and in accordance with, the terms and
provisions of the amended and restated agreement and plan of merger
by and among the Company, Hawk Nest Corporation and KCS executed on
May 16, 2006 and effective as of April 20, 2006 (the "
Merger Agreement "), upon consummation of the merger
of KCS with and into the Company (the " Merger "),
the Company assumed the Performance Share Award Certificate by and
between you and KCS with respect to the KCS Performance Shares
offered to you on March 13, 2006 (the " Performance
Share Award Certificate "). Upon consummation of the
Merger, the KCS Performance Shares which were awarded to you in the
Performance Share Award Certificate were converted into an
opportunity to receive such number of shares of restricted common
stock of the Company (" Company Bonus Stock ")
obtained by multiplying the number of shares of KCS Bonus Stock
issuable in connection with the KCS Performance Shares as set forth
in the Performance Share Award Certificate by 2.3705766461 and
rounding down to the nearest whole share;
WHEREAS, pursuant to, and in accordance with, the terms and
conditions of the Merger Agreement, you may no longer receive any
shares of KCS Bonus Stock in payment for your KCS Performance
Shares which were converted into an opportunity to receive shares
of Company Bonus Stock;
WHEREAS, this Amended and Restated Performance Share Award
Certificate (this " Amended Certificate ") amends and
restates the Performance Share Award Certificate in its entirety
and sets forth the number of shares of Company Bonus Stock which
may become issuable in payment for your KCS Performance Shares, and
it sets forth, along with the Amended and Restated Performance
Share Award Agreement attached hereto as Annex I (the "
Amended and Restated Performance Share Award
Agreement "), any other provisions relating to your KCS
Performance Shares amended or restated by the compensation
committee (the " Committee ") of the board of
directors (the " Board ") of the Company or the Board
in accordance with the Merger Agreement and the Plan; and
WHEREAS, in accordance with the Merger Agreement and pursuant to
the Merger, the Committee and the Board adjusted the Performance
Criteria as follows: certain Performance Criteria are set forth in
the Amended and Restated Performance Share Award Agreement relating
to the stock market performance of KCS with respect to a portion of
the Performance Period set forth in the Amended Certificate
starting on January 1, 2006 and ending on July 12, 2006,
and certain Performance Criteria are set forth in the Amended and
Restated Performance Share Award Agreement relating to the stock
market performance of the Company with respect to a portion of the
Performance Period set forth in the Amended Certificate starting on
July 13, 2006 and ending on December 31, 2008;
NOW THEREFORE, THIS IS TO CERTIFY that (1) the Company
assumed the Performance Share Award Certificate; (2) this
Amended Certificate amends and restates the Performance Share Award
Certificate in its entirety; and (3) pursuant to, and in
accordance with, the terms and provisions of the Merger Agreement,
the Plan, and the Amended and Restated Performance Share Award
Agreement, the Company is offering you an opportunity to receive
restricted Common Stock of the Company,
KCS Energy, Inc. Performance Share Award
Certificate Assumed by Petrohawk Energy Corporation
contingent upon satisfaction of certain
performance criteria (" Company Performance Shares
"). If the minimum performance criteria are satisfied at the end of
the Performance Period, the Company Performance Shares will be paid
to you in the form of Company Bonus Stock under the Plan which was
assumed by the Company as of July 12, 2006 upon consummation
of the Merger, as follows:
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Target Number
of Company
Performance Shares:
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January 1, 2006 through December 31,
2008
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March 13, 2006 (as granted by KCS Energy,
Inc.)
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15 Days after the Offer Grant
Date
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2
By your signature and the signature of the
Company’s representative below, you and the Company agree to
be bound by all of the terms and conditions of the Amended and
Restated Performance Share Award Agreement, which is attached
hereto as Annex I and the Plan (both incorporated herein by
reference as if set forth in full in this document). By executing
this Amended Certificate, you hereby irrevocably elect to accept
the Company Performance Share Award rights granted pursuant to this
Amended Certificate and the related Amended and Restated
Performance Share Award Agreement and, contingent on satisfaction
of the performance criteria in the Amended and Restated Performance
Share Award Agreement, to receive some or all of the shares of
Bonus Stock of Petrohawk Energy Corporation designated above
subject to the terms and restrictions of the Plan, this Amended
Certificate and the Amended and Restated Performance Share Award
Agreement.
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PARTICIPANT:
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PETROHAWK ENERGY CORPORATION
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By:
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Larry L. Helm, Chief Administrative
Officer
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Dated:
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3
ANNEX I
[PETROHAWK LOGO]
KCS ENERGY, INC. 2005 EMPLOYEE AND DIRECTORS
STOCK PLAN
AMENDED AND RESTATED PERFORMANCE SHARE AWARD
AGREEMENT
AS ASSUMED BY PETROHAWK ENERGY CORPORATION (THE
"COMPANY") UPON
CONSUMMATION OF MERGER OF KCS ENERGY, INC.
("KCS") WITH AND INTO THE COMPANY
This Amended and Restated Performance Share Award Agreement
(this " Agreement "), is made and entered into on the
execution date of the Amended and Restated Performance Share Award
Certificate to which it is attached (the " Amended
Certificate "), by and between Petrohawk Energy
Corporation, a Delaware corporation (the " Company
"), and the individual (" Participant ") named in the
Amended Certificate.
WHEREAS, pursuant to the KCS Energy, Inc. 2005 Employee and
Directors Stock Plan (the " Plan "), the
Administrator of the Plan had authorized the grant to Participant
of the right to earn Performance Shares, contingent upon
satisfaction of certain performance criteria (" KCS
Performance Shares ") payable in the form of restricted
common stock of KCS (" KCS Bonus Stock "), upon the
terms and subject to the conditions set forth in the Performance
Share Award Certificate by and between Participant and KCS with
respect to the KCS Performance Shares offered to Participant on
March 13, 2006 by KCS (the " Certificate "), the
Performance Share Award Agreement by and between Participant and
KCS with respect to the KCS Performance Shares offered to
Participant on March 13, 2006 (the " Performance Share
Award Agreement "), and in the Plan. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the Plan;
WHEREAS, on July 12, 2006, KCS merged with and into the
Company (the " Merger ");
WHEREAS, pursuant to, and in accordance with, the terms and
provisions of the amended and restated agreement and plan of merger
by and among the Company, Hawk Nest Corporation and KCS executed on
May 16, 2006 and effective as of April 20, 2006 (the "
Merger Agreement "), the Company assumed the Plan,
the Certificate and the Performance Share Award Agreement, and the
KCS Performance Shares which were awarded to Participant in the
Certificate were converted into an opportunity to receive such
number of shares of restricted common stock of the Company ("
Company Bonus Stock ") obtained by multiplying the
number of shares of KCS Bonus Stock issuable in connection with the
KCS Performance Shares as set forth in the Certificate by
2.370576461 and rounding down to the nearest whole share;
WHEREAS, pursuant to, and in accordance with, the terms and
conditions of the Merger Agreement, Participant may no longer
receive any shares of KCS Bonus Stock in payment for
Participant’s KCS Performance Shares which were converted
into an opportunity to receive shares of Company Bonus Stock;
WHEREAS, in accordance with the Merger Agreement and pursuant to
the Merger, the Compensation Committee (the "
Committee ") of the board of directors (the "
Board ") of the Company and the Board adjusted the
Performance Criteria as follows: certain Performance Criteria are
set forth in this Agreement relating to the stock market
performance of KCS with respect to a portion of the Performance
Period set forth in the Amended Certificate starting on
January 1, 2006 and ending on July 12, 2006, and certain
Performance Criteria are set forth in this Agreement relating to
the stock market performance of the Company with respect to a
portion of the Performance Period set forth in the Amended
Certificate starting on July 13, 2006 and ending on
December 31, 2008;
WHEREAS, the Certificate was amended and restated in its
entirety;
Page 1
WHEREAS, in the Amended Certificate, (a) the
Company offered Participant an opportunity to receive shares of
Company Bonus Stock, contingent upon satisfaction of certain
performance criteria (" Company Performance Shares
"), and (b) if the minimum performance criteria are satisfied
at the end of the Performance Period, the Company Performance
Shares are to be paid to Participant in the form of Company Bonus
Stock (such Company Bonus Stock offered to Participant, the "
Award ") as set forth in the Amended Certificate;
and
WHEREAS, this Amended and Restated Performance Share Award
Agreement entirely amends and restates the Performance Share Award
Agreement and sets forth any provisions related to the Award
amended or restated by the Committee and the Board in accordance
with the Merger Agreement and the Plan.
NOW , THEREFORE , in consideration of the premises
and the benefits to be derived from the mutual observance of the
covenants and promises contained herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Basis for Award. This Award is made pursuant to the
Merger Agreement and the Plan for valid consideration provided to
the Company by the Participant. By his/her execution of the Amended
Certificate, the Participant agrees to accept the Company
Performance Share Award rights granted pursuant to the Amended
Certificate and this Agreement and, contingent on satisfaction of
the performance criteria in this Agreement, to receive some or all
of the shares of Company Bonus Stock designated in the Amended
Certificate subject to the terms and restrictions of the Plan, the
Amended Certificate and this Agreement. If the minimum performance
criteria are not satisfied at the end of the Performance Period,
the Company Performance Shares will be forfeited.
2. Company Performance Share Award. Pursuant to the Plan
and subject further to the terms and conditions herein set forth,
the Company and Participant enter into this Agreement pursuant to
which Participant may earn between 0% and 200% of the target number
of Company Performance Shares specified in the Amended Certificate.
Each Company Performance Share represents the value of one share of
the common stock of the Company. Upon the Company’s
achievement of pre-determined objectives (" Performance
Criteria ") for the Performance Period specified in the
Amended Certificate, the Company will pay out to Participant some
or all of the Company Performance Shares in the form of Company
Bonus Stock as hereinafter described. If the minimum Performance
Criteria are not satisfied at the end of the Performance Period,
the Company Performance Shares of the Participant will be
forfeited. This Award shall be administered by the Administrator of
the Plan, currently the Committee, and shall operate on the basis
of the designated Performance Period. The Committee is authorized
to interpret the Performance Criteria and from time to time may
adopt such rules, regulations, definitions and forms consistent
with the provisions of the Performance Criteria as it may deem
advisable to carry out the Performance Criteria.
3. Vesting of Company Performance Share Awards. The
Company Performance Share Awards will be paid in the form of
Company Bonus Stock if the Performance Criteria are determined to
be satisfied at the end of the Performance Period and the
Participant has been continuously employed by the Company or a
subsidiary through the end of the Performance Period. If the
minimum Performance Criteria are not satisfied, the Company
Performance Share Award will be forfeited at the end of the
Performance Period. Any such Company Bonus Stock that is granted at
the end of the Performance Period will be subject to additional
forfeiture and transfer restrictions during the one-year period
that begins after the end of the Performance Period. The
restrictions on transfer shall lapse and the Company Bonus Stock
shall become 100% vested if the Participant continues to be
employed by the Company or a subsidiary for the additional one-year
period after the end of the Performance Period.
4. Calculation of Company Performance Share Awards. The
potential range of Company Performance Share Awards for the
designated Performance Period shall be determined and calculated as
follows:
(a) The Company Performance Share Award shall be based upon the
Company’s percentile rank obtained by adding
(1) (x) KCS’ Total Stockholder Return for the
period of January 1, 2006 through July 12, 2006 (the "
First Period ") as compared to the Total Stockholder
Return of KCS’
Page 2
Peer Group for the First Period multiplied by
(y) a fraction the numerator of which is the number of trading
days during the First Period and the denominator of which is the
total number of trading days during the entire Performance Period,
and (2) (x) the Company’s Total Stockholder Return
for the period of July 13, 2006 through December 31, 2008
(the " Second Period ") as compared to the Total
Stockholder Return of the Company’s Peer Group for the Second
Period multiplied by (y) a fraction the numerator of which is
the number of trading days in the Second Period and the denominator
of which is the total number of trading days during the entire
Performance Period. For this purpose, the Total Stockholder Return
will equal (1) for KCS and KCS’ Peer Group Companies, a
percentage equal to the KCS and KCS Peer Change in Stock Value
divided by the KCS and KCS Peer Beginning Stock Value, and
(2) for the Company and the Company’s Peer Group
Companies, a percentage equal to the Company and Company Peer
Change in Stock Value divided by the Company and Company Peer
Beginning Stock Value. The percentage of the Target Number of
Company Performance Shares specified in the Amended Certificate
that will be granted as Company Bonus Stock will be determined
based on the calculation set forth in this Section 4(a) and
based on the schedule set forth in Section 4(b).
(b) The percentage of the Target Number of Company Performance
Shares that is used to determine the Company Bonus Stock shall be
determined based on the following schedule:
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Company’s Percentile Rank in
Pe
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