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AMENDED AND RESTATED PERFORMANCE SHARE AWARD CERTIFICATE

Performance Unit Award Agreement

AMENDED AND RESTATED PERFORMANCE SHARE AWARD CERTIFICATE | Document Parties: Hawk Nest Corporation | KCS Energy, Inc | Petrohawk Energy Corporation You are currently viewing:
This Performance Unit Award Agreement involves

Hawk Nest Corporation | KCS Energy, Inc | Petrohawk Energy Corporation

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Title: AMENDED AND RESTATED PERFORMANCE SHARE AWARD CERTIFICATE
Governing Law: Delaware     Date: 11/3/2006
Industry: Oil and Gas Operations     Sector: Energy

AMENDED AND RESTATED PERFORMANCE SHARE AWARD CERTIFICATE, Parties: hawk nest corporation , kcs energy  inc , petrohawk energy corporation
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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:

 

 

     
  • Name of Participant:

 

 
  • Address of Participant:

 

 
  • Target Number

    of Company

    Performance Shares:

 

 
  • Performance Period:

 

January 1, 2006 through December 31, 2008

  • Offer Grant Date:

 

March 13, 2006 (as granted by KCS Energy, Inc.)

  • Offer Expiration Date:

 

15 Days after the Offer Grant Date



 

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.

 

                 

PARTICIPANT:

 

 

 

PETROHAWK ENERGY CORPORATION

 

 

 

 

By:

 

 

 

 

  • , an individual

 

 

 

 

 

Larry L. Helm, Chief Administrative Officer

  • Dated:

 

 

 

 

 

Dated:

 

 

 

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:

 

 

       

Company’s Percentile Rank in Pe


 
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