Form of Restricted Stock Units Award Agreement (Executive Officers) (submitted herewith)

Exhibit 10.26

EMPIRE PETROLEUM CORPORATION

RESTRICTED STOCK UNITS AWARD AGREEMENT

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Dear __________________________:

1.       Restricted Stock Units Award. Empire Petroleum Corporation, a Delaware corporation (the "Company"), hereby grants to you an aggregate of _______________ restricted stock units (individually, an "RSU," and collectively, "RSUs"). The date referenced above is the "Date of Grant" of these RSUs. Each RSU entitles you to receive one share of Common Stock, par value $0.001 per share, of the Company (a "Share") at such time as described in Section 2. This award is subject to your acceptance of and agreement to all of the applicable terms, conditions, and restrictions described in the Company's 2021 Stock and Incentive Compensation Plan (the "Plan"), a copy of which, along with the Prospectus for the Plan, are delivered herewith, and to your acceptance of and agreement to the further terms, conditions, and restrictions described in this Restricted Stock Units Award Agreement (this "Award Agreement"). To the extent that any provision of this Award Agreement conflicts with the expressly applicable terms of the Plan, it is hereby acknowledged and agreed that those terms of the Plan shall control and, if necessary, the applicable provisions of this Award Agreement shall be hereby deemed amended so as to carry out the purpose and intent of the Plan.

2.       Delivery of Shares. The Company shall register and issue a certificate(s) for the Shares you become entitled to receive hereunder in your name or deliver evidence of book entry Shares either (a) as soon as practicable but in no event later than the sixtieth (60^th) day after the restrictions described in Section 4(b) lapse as described in Section 5 or (b) if applicable, at the time elected by you to defer settlement. If you would like to defer settlement pursuant to clause (b) of the first sentence of this Section 2, then you must complete, execute and return to Michael R. Morrisett, the Company's President, at ***@*** the Time of Settlement Election Form attached as Exhibit A hereto (the "Election Form") within thirty (30) days from the Date of Grant or such election will be deemed invalid and any settlement of RSUs will occur pursuant to clause (a) of the first sentence of this Section 2. Any certificates for or book entry representing Shares delivered to you pursuant to this Award Agreement shall be subject to such stop transfer orders and other restrictions as the Administrator may deem necessary or advisable under the Plan and the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are then listed, and any applicable foreign, federal or state securities laws.

3.       Stockholder Rights Prior to Issuance of Shares. Neither you nor any of your beneficiaries shall be deemed to have any voting rights, rights to receive any dividends, dividend equivalents or other rights as a stockholder of the Company with respect to any Shares covered by the RSUs until the date of issuance by the Company of a certificate to you for such Shares or the date of delivery of evidence of book entry Shares.

4.       Restrictions.

(a)       Your ownership of the RSUs shall be subject to (1) the restrictions set forth in subsection (b) of this Section until such restrictions lapse pursuant to the terms of Section 5, and (2) the restrictions set forth in subsection (c) of this Section until such RSUs shall be redeemed for the applicable Shares or otherwise forfeited to the Company.

(b)       At the time of your "Termination of Employment" (as defined in Section 11(c)), other than a Termination of Employment that is described in Section 5(b)(2), all of your RSUs shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.

(c)       You may not sell, assign, transfer or otherwise dispose of any RSUs or any rights under the RSUs. No RSU and no rights under any such RSU may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.

5.       Lapse of Restrictions.

(a)       The restrictions described in Section 4(b) shall lapse with respect to all of the RSUs on the one (1) year anniversary of the date that is thirty-one (31) days following the Date of Grant.

(b)       Notwithstanding the provisions of Section 5(a), the restrictions described in Section 4(b) shall lapse with respect to all the RSUs at the time of the occurrence of any of the following events:

(1)       Your death or "Disability" (as defined in Section 11(a));

(2)       Your Termination of Employment, but only if such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a "Termination for Cause" (as defined in Section 11(b)); or

(3)       A Change of Control of the Company, but only if the Administrator reasonably determines in good faith before the occurrence of a Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan (and that will not result in adverse tax consequences to you under Code Section 409A) shall not be provided by any successor.

(c)        Following the lapse of the restrictions described in Section 4(b) and, except as provided in the following sentence, subject to any applicable Election Form, the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 for the Shares covered by such RSUs in redemption of such RSUs. Notwithstanding any provision of any applicable Election Form, if the restrictions described in Section 4(b) lapse due to an event described in Section 5(b)(1) or 5(b)(3), settlement of the RSUs will occur as soon as practicable but in no event later than the sixtieth (60^th) day after such event.

6.       Agreement With Respect to Taxes; Share Withholding.

(a)       You agree that (1) you will pay to the Company or an Affiliate, as the case may be, or make arrangements satisfactory to the Company or such Affiliate regarding the payment of, any foreign, federal, state, or local taxes of any kind required by law to be withheld by the Company or any of its Affiliates with respect to the RSUs awarded, the lapse of restrictions or the issuance of any Shares to you, and (2) the Company or any of its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any foreign, federal, state, or local taxes of any kind required by law to be withheld with respect to the RSUs awarded, the lapse of restrictions or Shares issued.

(b)       With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the RSUs awarded or the issuance of Shares to you, you may elect, subject to the approval of the Administrator, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be withheld on the transaction (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under the Plan and applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity). All such elections shall be irrevocable, made in writing, signed by you, and shall be subject to any restrictions or limitations that such Administrator, in its sole discretion, deems appropriate. Notwithstanding the foregoing, if the Company has received an Election Form from you and you have elected to defer settlement of the RSUs, the election described in this Section 6(b) will not be permitted with respect to the payment of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) (or any similar employment or payroll tax) due to the lapse of restrictions pursuant to Section 5(a) or in any other event that such election would result in a prohibited acceleration of the time or form of payment for purposes of Code Section 409A.

7.       Adjustment of Shares. The number of Shares subject to the RSUs awarded to you under this Award Agreement shall be adjusted as provided in Section 4.2 of the Plan.

8.       Agreement With Respect to Securities Matters. You agree that you will not sell or otherwise transfer any Shares received pursuant to this Award Agreement except pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, or pursuant to an applicable exemption from such registration. Unless a registration statement relating to the Shares issuable upon the lapse of the restrictions on the RSUs or the time of settlement set forth in the Election Form pursuant to this Award Agreement is in effect at the time of issuance of such Shares, any certificate(s) or book entry representing the Shares shall contain the following legend:

These securities have not been registered under the U.S. Securities Act of 1933 or any other securities laws. These securities have been acquired for investment and may not be sold or transferred for value in the absence of an effective registration of them under the U.S. Securities Act of 1933 and any other applicable securities laws, or receipt by the Company of an opinion of counsel or other evidence acceptable to the Company that such sale or transfer is exempt from registration under such acts and laws.

9.       Transfer Taxes. The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of the Shares to you pursuant to this Award Agreement and all other fees and expenses necessarily incurred by it in connection therewith.

10.     Forfeiture and Clawback.

(a)            You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Affiliate, or any plan of the Company or any Affiliate in which you participate, including any severance plan, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 5 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to such RSUs shall automatically terminate without any payment of consideration by the Company.

(b)            Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, you acknowledge that any incentive-based compensation paid to you under this Award Agreement may be subject to recovery by the Company under any clawback policy which the Company may adopt from time to time, including without limitation any policy which the Company may be required to adopt under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Company's Common Stock may be listed. You agree to promptly return any such incentive-based compensation which the Company determines it is required to recover from you under any such clawback policy.

11.     Certain Definitions. As used in this Award Agreement, the following terms shall have the respective meanings indicated:

(a)       "Disability" shall mean your inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(b)       "Termination for Cause" shall mean a Termination of Employment as a result of (1) if you have entered into an employment or severance agreement with the Company or any of its Affiliates, any action or omission that is identified in such agreement as giving rise to "Cause" for the termination of your employment with the Company or any of its Affiliates or (2) if such agreement does not define "cause" or if you have not entered into such an agreement with the Company or its Affiliates, your willful and continued failure substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness), your conviction for a felony, proven or admitted fraud, misappropriation, theft or embezzlement by you, your inebriation or use of illegal drugs in the course of, related to or connected with the business of the Company or any of its Affiliates, your willful engagement in misconduct that is materially injurious to the Company or any of its Affiliates, monetarily or otherwise, or your material failure to comply with or material violation of any of the Company's policies or procedures in effect from time to time, including without limitation, the Company's Code of Business Conduct and Ethics. For purposes of clause (2) of this Section 11(b), no act, or failure to act, on your part shall be considered "willful" unless done, or omitted, by you not in good faith and without reasonable belief that your action or omission was in the best interest of Company or any of its Affiliates.

(c)       "Termination of Employment" shall mean the termination of your employment with the Company and any of its Affiliates for any reason other than your death or Disability.

12.     Code Section 409A.

(a)            In the event the Company does not receive an executed Election Form from you, (1) the parties intend that this Award Agreement and each payment upon the lapse of restrictions on any RSUs will meet all requirements of the short-term deferral exception to Code Section 409A and (2) the short-term deferral exception shall be applied separately to each such payment. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that results in the payment being excepted from Code Section 409A.

(b)            In the event that this Award Agreement and any payment hereunder constitute deferred compensation that is subject to Code Section 409A, the parties intend that this Award Agreement and each payment hereunder will comply with Code Section 409A. In such event, to the fullest extent possible, the Plan and this Award Agreement shall be construed, interpreted and administered so that each such payment is made in a time, form and manner that complies with the requirements of Code Section 409A.

(c)             Notwithstanding any other provision of the Plan or this Award Agreement to the contrary, the Company makes no representations that the payments and benefits provided under this Award Agreement comply with or are excepted from Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.

13.     Designation of Beneficiary. Your beneficiary for receipt of any payment made under this Award Agreement in the event of your death shall be the person(s) designated as your beneficiary(ies) for life insurance benefits under the Company's life insurance benefits plan, if any, unless you designate a different beneficiary on a form prescribed by the Company. If no beneficiary is designated, upon your death, payment shall be made to your estate.

14.     Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system, by reference to a location on a Company intranet to which you have access or through the services of a third party engaged by the Company. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver and agree that your electronic signature is the same as, and shall have the same force and effect as, your manual signature.

15.     Binding Agreement. This Award Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, beneficiaries, successors or assigns.

Capitalized terms used in this Award Agreement and not otherwise defined herein shall have the respective meanings provided in the Plan.

If you accept this Award and agree to the foregoing terms and conditions, please so confirm by signing and returning this Award Agreement.

The foregoing Award is accepted by me as of the Date of Grant, and I hereby agree to the terms, conditions, and restrictions set forth above and in the Plan.

EXHIBIT A

TIME OF SETTLEMENT ELECTION FORM

Please complete this Time of Settlement Election Form (the "Election Form") and return a signed copy to the Company's President (in the manner described in Section 2 of the Award Agreement) no later than thirty (30) days following the Date of Grant (as defined in the Award Agreement) if you would like to defer settlement of the RSUs to a later date.

Participant: _______________________________

NOTE: This Election Form relates to the RSUs. If you do not wish to make a deferral election, you do not have to take any action and payment of the RSUs will be made to you at the time specified in the Award Agreement. If you do wish to make a deferral election, this Election Form must be completed.

1.       Settlement of the RSUs

In making this election, these rules apply:

Election of Settlement Date for the RSUs

I hereby elect to receive payment of the RSUs (if the restrictions on the RSUs lapse) on the following date (please select one):

I understand that the value of my RSUs will be subject to Federal Insurance Contribution Act (FICA) taxes if and when the restrictions on the RSUs lapse, even if I am not yet eligible to receive settlement of the RSUs pursuant to the foregoing election. I understand that I am responsible for the payment of such FICA taxes and that the Company may deduct the amount of such taxes from any payments that are otherwise due to me, as described in Section 6(a) of the Award Agreement. I understand that I may not be permitted to pay such FICA taxes through the withholding of Shares.

2.       Signature

I understand that this Election Form will become effective and irrevocable on the thirtieth (30^th) day following the Date of Grant. Once I have elected the settlement date for the RSUs by filing this Election Form, I understand that (a) the settlement election will control over any contrary settlement date specified in Section 2 of the Award Agreement with respect to the RSUs (except as otherwise provided in the Award Agreement and this Election Form with respect to settlement following death, Disability and certain Changes of Control), and (b) the settlement election may not be changed at any time.

By signing this Election Form, I acknowledge my understanding of, and agreement with, the terms in this Election Form, the Award Agreement, and the Plan.

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