1. Definitions.  The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

(a) “Cause” shall mean any of the following: (i) Grantee has failed or refused to substantially perform Grantee’s Board duties, responsibilities, or authorities (other than any such refusal or failure resulting from Grantee’s becoming Disabled); (ii) any commission by or indictment of Grantee of a felony or other crime of moral turpitude; (iii) Grantee has engaged in material misconduct in the course and scope of Grantee’s Board Service with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, harassment of employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused failure to attend Board or committee meetings, improper appropriation of a corporate opportunity or any other material violation of the Company’s rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) Grantee has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) Grantee has engaged in any act or omission that is likely to materially damage the Company’s business, including, without limitation, damages to the Company’s reputation.

(b) “Covered Shares” means shares of the Company’s Common Stock granted under this Agreement and subject to the terms of this Agreement and the Plan.  The number of “Covered Shares” granted to you under this Agreement is the number of shares of the Company’s Common Stock specified in correspondence that you received from the Company on or about [Date].

(c) “Date of Termination” means the date on which Grantee’s Service with the Company or an Affiliate terminates for any reason.

(d) “Designated Beneficiary” means the beneficiary or beneficiaries designated by Grantee in a writing filed with the Company in the form attached hereto as Exhibit A.

(e) “Disabled” as it relates to Grantee shall mean when (i) Grantee receives disability benefits under social security, or (ii) the Company, upon the written report of a qualified physician designated by the Company’s insurers, shall have determined (after a complete physical examination of Grantee at any time after Grantee has been absent from the Board for 90 or more consecutive calendar days) that Grantee has become physically and/or mentally incapable of performing Grantee’s Board duties with or without reasonable accommodation due to injury, illness, or other incapacity (physical or mental).

(f) “Grantee” means you, director of the Company specified in correspondence that you received from the Company on or about [Date].

(g) “Grant Date” means [Date].

(h) “Installment” means a portion of Covered Shares.

2. Award.  Grantee is hereby granted the number of Covered Shares specified in the correspondence Grantee received from the Company on or about the Grant Date.

3. Delivery of Covered Shares.  Covered Shares shall be registered in book entry form with the Company’s transfer agent.    During the applicable Restricted Period, Covered Shares may carry the following legend or any other legend the Board or the Committee (if so authorized) deems applicable:

4. Restricted Period.  The “Restricted Period” for each Installment of Covered Shares shall begin on the Grant Date and end on the date scheduled below applicable to such Installment: 

INSTALLMENT

RESTRICTED PERIOD WILL END ON:

All of the Covered Shares

The day prior to the Company’s [Year] Annual Meeting of Stockholders

5. Transfer and Forfeiture of Shares.  Except as set forth below, Grantee shall forfeit any Installment of Covered Shares for which the Restricted Period has not expired as of a Date of Termination.    If a Date of Termination does not occur during a Restricted Period with respect to an Installment of the Covered Shares, then, at the end of the Restricted Period that is applicable for such Installment, Grantee shall become vested in those Covered Shares, and such Installment shall be transferred to Grantee free of all restrictions otherwise imposed by this Agreement.

(i) the termination of Grantee’s Service on the Board as a result of not being nominated for reelection by the Board;

(ii) the termination of Grantee’s Service on the Board because Grantee, although nominated for reelection by the Board, is not reelected by the Company’s stockholders;

(iii) the termination of Grantee’s Service on the Board because of (i) Grantee’s resignation at the request of the Nominating and Corporate Governance Committee of the Board (or any successor committee), or (ii) Grantee’s removal by action of the stockholders or by the Board, in each case other than for Cause;

(iv) the termination of Grantee’s Service on the Board because of death or because Grantee becomes Disabled; or

(v) the occurrence of a Change in Control.

6. Withholding.  Grantee hereby acknowledges that there is no current statutory withholding obligation in respect of remuneration received in regards to Service as a non-employee member of the Board, and that accordingly, Grantee will not be permitted to tender Stock or surrender Covered Shares to the Company in order to satisfy any tax consequences, and instead will need to make arrangements separate from the Company for purposes of satisfying any and all taxes that may be due as a result of the grant or vesting of the Covered Shares.  In the event that the grant and vesting of shares of Stock under this Agreement become subject to withholding, then Grantee shall be required to make arrangements satisfactory to the Company to satisfy any all such applicable taxes.  In such event, at the election of Grantee, and subject to such rules and limitations as may be established by the Board from time to time, such withholding obligations may be satisfied through the surrender of shares of Stock (a) which Grantee already owns, or (b) to which Grantee is otherwise entitled under the Plan; provided, however, that shares described in this clause (b) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such taxable income). 

7. Dividends.  Grantee shall not be prevented from receiving dividends and distributions paid on the Covered Shares merely because those shares are subject to the restrictions imposed by this Agreement and the Plan; provided, however that no dividends or distributions shall be

8. Voting.  Grantee shall not be prevented from voting the Covered Shares merely because those shares are subject to the restrictions imposed by this Agreement and the Plan; provided, however, that Grantee shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring on or after the date, if any, on which Grantee has forfeited those shares.

9. Heirs and Successors.  This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.  If any rights of Grantee or benefits distributable to Grantee under this Agreement have not been exercised or distributed, respectively, at the time of Grantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement and the Plan.  If a deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive Grantee, any rights that would have been exercisable by Grantee and any benefits distributable to Grantee shall be exercised by or distributed to the legal representative of the estate of Grantee.  If a deceased Grantee designates a beneficiary and the Designated Beneficiary survives Grantee but dies before the Designated Beneficiary’s exercise of all rights under this Agreement or before the complete distribution of benefits to the Designated Beneficiary under this Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

10. Administration.  The authority to manage and control the operation and administration of this Agreement shall be vested in the Board, and the Board shall have all powers with respect to this Agreement as it has with respect to the Plan.  Any interpretation of the Agreement by the Board and any decision made by it with respect to the Agreement is final and binding on all persons.

11. Plan Governs.  Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by Grantee from the office of the Secretary of the Company; and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Board from time to time pursuant to the Plan.

12. Fractional Shares.  In lieu of issuing a fraction of a share of Stock resulting from an adjustment of the Award pursuant to Section 17.4 of the Plan or otherwise, the Company will be entitled to pay to Grantee an amount equal to the fair market value of such fractional share.

13. No Right to Continued Board Service.  The Award will not confer on Grantee any right with respect to continuance of service on the Board or to the Company or its Subsidiaries

14. Notices.  Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail.  Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt.  Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

15. Amendment.  This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of Grantee and the Company without the consent of any other person.

16. Section 83(b) Election.  Grantee may, within 30 days of the Grant Date, file an election under section 83(b) of the Code with the Internal Revenue Service with respect to the Covered Shares (a “Section 83(b) Election”).  Within five business days of filing a Section 83(b) Election, Grantee shall provide a copy of such completed election form to the Company at the following address: 410 17th Street, Suite 1400, Denver, CO 80202, Attention: General Counsel.  Grantee acknowledges that any Section 83(b) Election is Grantee’s sole responsibility, and additionally acknowledges that the Company has hereby advised Grantee to consult with a financial or tax advisor of Grantee’s own choosing with regard to the federal and state tax considerations resulting from the Award and/or the effect of filing a Section 83(b) Election.  The Company is unable to give Grantee any advice or counseling with respect to federal and state tax matters.

17. Electronic Acceptance.  By logging into and accepting this Agreement through Grantee’s Solium Capital account, Grantee (a) understands, represents, acknowledges and agrees to be bound by this Agreement as if Grantee had manually signed this Agreement and (b) agrees that Solium Capital Inc. or its designee shall retain custody of the Covered Shares until such time as they have vested and all withholding obligations have been satisfied.  In the event that Grantee does not accept this Agreement through the Solium Capital Shareworks system within 90 days of the Grant Date, the Company shall have the option, but not the obligation, to cancel and revoke the award of Covered Shares represented by this Agreement and any such award shall be forfeited by Grantee without any further consideration.