Forms of Notice of Grant of Restricted Stock And Restricted Stock Agreement

Exhibit 10.19

FORMS OF NOTICE OF GRANT OF RESTRICTED STOCK AND

RESTRICTED STOCK AGREEMENT


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NOTICE OF GRANT OF RESTRICTED STOCK Pursuant to the terms and conditions of the Ascent Energy Inc. 2006 Long Term Incentive Plan, attached as Appendix A (the " Plan" ), and the associated Restricted Stock Agreement, attached as Appendix B (the " Agreement" ), you are hereby issued shares of Stock subject to certain restrictions thereon and under the conditions set forth below, in the Agreement, and in the Plan (the " Restricted Shares" ). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Grantee:


Date of Grant:

, 200 (" Date of Grant" )


Number of Shares:


Fair Market Value of

Shares on Date of Grant:


Vesting Schedule:

The restrictions on all of the Restricted Shares granted pursuant to the Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 12 of the Agreement, and nonforfeitable as follows: (a) the restrictions on 40% of the Restricted Shares shall expire on the one year anniversary of the Date of Grant, (b) the restrictions on 35% of the Restricted Shares shall expire on the two year anniversary of the Date of Grant, and (c) the restrictions on the remaining 25% of the Restricted Shares shall expire on the three year anniversary of the Date of Grant; provided, however, that, except as provided below, such restrictions will expire on such dates only if you remain in the employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant through the applicable vesting date.


In the event (a) of a Change in Control of the Company, or (b) your employment or service relationship with the Company is terminated (i) without Cause, (ii) on account of your death, or (iii) on account of your Disability, the restrictions on 100% of the Restricted Shares granted pursuant to the Agreement will expire


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and the Restricted Shares will become transferable, except to the extent provided in Section 12 of the Agreement, and nonforfeitable.


" Cause" means " cause" as defined in your employment agreement with the Company, if any, or, in the absence of such an agreement or such a definition, " Cause" will mean a determination by the Committee that you (a) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (b) have failed to satisfactorily perform your duties and responsibilities for the Company or any Subsidiary, (c) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (d) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (e) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time, (f) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiary, or (g) have ...