Restricted Stock Award Agreement

Exhibit 10.13 APPROACH RESOURCES INC.
RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the " Agreement" ) is made this 14th day of March 2007, between APPROACH RESOURCES INC., a Delaware corporation (the " Company" ), and J. Curtis Henderson, an employee of the Company or one of its affiliates (" Employee" ). WHEREAS, the Company desires to afford Employee the opportunity to obtain shares of the Company' s common stock, $0.01 par value per share (the " Shares" ). NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. Grant of Award . The Company hereby grants to Employee as of the date set forth above (the " Date of Grant" ) an aggregate of 21,250 Shares, such number of Shares being subject to adjustment as provided in paragraph 7 hereof, and on the terms and conditions herein set forth. The Shares granted pursuant to this Agreement are granted as restricted stock (the " Restricted Shares" ). 2. Restricted Period; Other . (a) Except as otherwise provided in Paragraph 6, this award of Restricted Shares shall be subject to the following vesting periods: (i) One third (1/3) shall vest upon the closing of the first underwritten public offering (the " IPO" ) of the Common Stock of the Company that is pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended (the " Securities Act" ), covering the offer and sale of any Common Stock to the public for the Company' s account, or on February 21, 2008, whichever occurs earlier (the " Initial Vesting Date" ); (ii) one third (1/3) shall vest one year following the Initial Vesting Date; and (iii) one third (1/3) shall vest two years following the Initial Vesting Date; provided Employee remains employed by the Company through each vesting date. Notwithstanding the foregoing, if Employee is terminated by the Company for reasons other than Cause or if events giving rise to Good Reason occur, the Employee shall vest as of the date of such termination by the Company or the date the event giving rise to Good Reason occurs, as applicable, in all unvested Restricted Shares. (b) For purposes of this Agreement, " Cause" shall be defined as follows: (i) the willful and continued failure by Employee to substantially perform his duties as an officer of the Company (other than any such failure resulting from Employee becoming Disabled); (ii) the willful engaging by Employee in misconduct that is materially injurious to the Company; (iii) any misconduct in the course and scope of Employee' s employment, including but not limited to dishonesty, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, abuse of alcohol or controlled substances, or other violations of the Company' s rules;


(iv) Employee' s conviction of a felony or other crime involving moral turpitude; or (v) any material violation of any agreement between Employee and the Company, including without limitation the Stockholders' Agreement (defined below). For purposes of this paragraph, no act, or failure to act, on Employee' s part shall be considered " willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. If the Company believes Cause exists for terminating Employee' s employment and forfeiting all unvested Restricted Shares, it shall give Employee written notice of the acts or omissions constituting Cause, and no termination of employment and related forfeiture of unvested Restricted Shares shall be effective unless and until Employee fails to cure such acts or omissions within 10 days after receiving such notice. (c) For purposes of this Agreement, " Good Reason" shall mean: (i) a material adverse change in the nature or scope of Employee' s authorities, powers, functions, duties, or responsibilities (it being recognized that neither the IPO nor the purchase or sale of oil and gas properties by the Company, regardless of the location of such properties, will constitute a material adverse change for this purpose); (ii) any demotion of Employee to a non-officer position or an officer position junior to Employee' s position on the date of this Agreement, except for Cause; or (iii) any material adverse change in the Employee' s salary. Employee shall give the Company written notice of any actions alleged to constitute Good Reason and the Company shall have 10 days to cure any such alleged Good Reason. (d) For purposes of this Agreement, a " Disability" shall be deemed to have occurred when: (i) Employee is determined to be eligible ...