Attached files
file | filename |
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S-1/A - Offshore Petroleum Corp. | v206608_s1a.htm |
EX-3.9 - Offshore Petroleum Corp. | v206608_ex3-9.htm |
EX-3.8 - Offshore Petroleum Corp. | v206608_ex3-8.htm |
EX-5.2 - Offshore Petroleum Corp. | v206608_ex5-2.htm |
EX-23.7 - Offshore Petroleum Corp. | v206608_ex23-7.htm |
EX-3.10 - Offshore Petroleum Corp. | v206608_ex3-10.htm |
EX-3.11 - Offshore Petroleum Corp. | v206608_ex3-11.htm |
EX-10.10 - Offshore Petroleum Corp. | v206608_ex10-10.htm |
Exhibit
10.11
OFFSHORE
PETROLEUM CORP.
First
Amendment to and Restatement of 2008 Stock Option Plan
Approved
By Board on:
Approved
By Stockholders:
Termination
Date:
1. General.
(a) Eligible Option
Recipients. The persons eligible to receive Options are Employees,
Directors and Consultants.
(b) Available Options.
The Plan provides for the grant of Incentive Stock Options and Nonstatutory
Stock Options.
(c) General Purpose. The
Company, by means of the Plan, seeks to secure and retain the services of the
group of persons eligible to receive Options as set forth in Section 1(a), to
provide incentives for such persons to exert maximum efforts for the success of
the Company and any Affiliate and to provide a means by which such eligible
recipients may be given an opportunity to benefit from increases in value of the
Common Stock through the granting of Options.
2. Administration.
(a) Administration by
Board. The Board shall administer the Plan unless and until the Board
delegates administration of the Plan to a Committee or Committees, as provided
in Section 2(c).
(b) Powers of
Board. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:
(i) To
determine from time to time (A) which of the persons eligible under the Plan
shall be granted Options; (B) when and how each Option shall be granted; (C)
what type or combination of types of Option shall be granted; (D) the provisions
of each Option granted (which need not be identical), including the time or
times when a person shall be permitted to receive Common Stock pursuant to an
Option; and (E) the number of shares of Common Stock with respect to which an
Option shall be granted to each such person.
(ii) To
construe and interpret the Plan and Options granted under it, and to establish,
amend and revoke rules and regulations for its administration. The
Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan or Option fully
effective.
(iii) To
settle all controversies regarding the Plan and Options granted under
it.
(iv) To
accelerate the time at which an Option may first be exercised or the time during
which an Option or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Option stating the time at which it may
first be exercised or the time during which it will vest.
(v) To
suspend or terminate the Plan at any time. Suspension or termination
of the Plan shall not impair rights and obligations under any Option granted
while the Plan is in effect except with the written consent of the affected
Optionholder.
(vi) To
amend the Plan in any respect the Board deems necessary or advisable, including,
without limitation, relating to Incentive Stock Options and certain nonqualified
deferred compensation under 409A of the Code and/or to bring the Plan or Options
granted under the Plan into compliance therewith, subject to the limitations, if
any, of applicable law. However, except as provided in Section 8(a) relating to
Capitalization Adjustments, stockholder approval shall be required for any
amendment of the Plan that (i) materially increases the number of shares of
Common Stock available for issuance under the Plan, (ii) materially expands the
class of individuals eligible to receive Options under the Plan, (iii)
materially increases the benefits accruing to Optionholders under the Plan or
materially reduces the price at which shares of Common Stock may be issued or
purchased under the Plan, or (iv) materially extends the term of the Plan, but
only to the extent required by applicable law or listing requirements. Except as
provided in Section 2(b)(viii), rights under any Option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the affected Optionholder, and (ii) such
Optionholder consents in writing.
(vii) To
submit any amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of (i)
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to Covered Employees, (ii) Section 422 of the
Code regarding Incentive Stock Options or (iii) Rule 16b-3.
(viii) To
amend the terms of any one or more Options, including, but not limited to,
amendments to provide terms more favorable than previously provided in the
Option Agreement, subject to any specified limits in the Plan that are not
subject to Board discretion; provided however, that, the rights under any Option
shall not be impaired by any such amendment unless (i) the Company requests the
consent of the affected Optionholder, and (ii) such Optionholder consents in
writing. Notwithstanding the foregoing, subject to the limitations of
applicable law, if any, and without the affected Optionholder's consent, the
Board may amend the terms of any one or more Options if necessary to maintain
the qualified status of an Option as an Incentive Stock Option or to bring an
Option into compliance with Code Section 409A and the related guidance
thereunder.
(ix)
Generally, to exercise such powers and to perform such acts as the Board deems
necessary or expedient to promote the best interests of the Company and that are
not in conflict with the provisions of the Plan or Options.
(x)
To adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees, Directors or Consultants who are foreign
nationals or employed outside the United States.
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(c) Delegation to
Committee.
(i) General. The Board
may delegate some or all of the administration of the Plan to a Committee or
Committees. If administration of the Plan is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board that have been delegated
to the Committee, including the power to delegate to a subcommittee of the
Committee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the Board
some or all of the powers previously delegated.
(ii) Section 162(m) and Rule
16b-3 Compliance. In the sole discretion of the Board, the Committee may
consist solely of two or more Outside Directors, in accordance with Section
162(m) of the Code, or solely of two or more Non-Employee Directors, in
accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole
discretion, may (A) delegate to a Committee of Directors who need not be Outside
Directors the authority to grant Options to eligible persons who are either (I)
not then Covered Employees and are not expected to be Covered Employees at the
time of recognition of income resulting from such Option, or (II) not persons
with respect to whom the Company wishes to comply with Section 162(m) of the
Code, or (B) delegate to a Committee of Directors who need not be Non-Employee
Directors the authority to grant Options to eligible persons who are not then
subject to Section 16 of the Exchange Act.
(d) Delegation to an
Officer. The Board may delegate to one or more Officers the authority to
do one or both of the following (i) designate Employees who are not Officers to
be recipients of Options and the terms thereof, and (ii) determine the number of
shares of Common Stock to be subject to Options granted to such Employees;
provided, however, that the Board resolutions regarding such delegation shall
specify the total number of shares of Common Stock that may be subject to the
Options granted by such Officer and that such Officer may not grant an Option to
himself or herself. Notwithstanding anything to the contrary in this
Section 2(d), the Board may not delegate to an Officer authority to determine
the Fair Market Value of the Common Stock pursuant to Section 12(r)(ii)
below.
(e) Effect of Board's
Decision. All determinations, interpretations and constructions made by
the Board in good faith shall not be subject to review by any person and shall
be final, binding and conclusive on all persons.
3. Shares Subject to the
Plan.
(a) Share Reserve.
Subject to the provisions of Section 8(a) relating to adjustments upon changes
in stock, the aggregate number of shares of Common Stock of the Company that may
be issued pursuant to Options after the Effective Date shall not
exceed Five Million (5,000,000) shares. For clarity, the
limitation in this subsection 3(a) is a limitation on the number of shares of
Common Stock that may be issued pursuant to the Plan. Furthermore, if
an Option expires or otherwise terminates without having been exercised in full,
such expiration or termination shall not reduce (or otherwise offset) the number
of shares of Common Stock that may be issued pursuant to the
Plan.
3
(b) Return to
Reserve. If any shares of Common Stock issued pursuant to an
Option are forfeited back to the Company because of the failure to meet a
contingency or condition required to vest such shares in the Optionholder, then
the shares which are forfeited shall revert to and again become available for
issuance under the Plan. Any shares reacquired by the Company
pursuant to Section 7(g) or as consideration for the exercise of an Option shall
again become available for issuance under the Plan.
(c) Source of Shares. The
stock issuable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the
Company.
4. Eligibility.
(a) Eligibility for Specific
Options. Incentive Stock Options may be granted only to
employees of the Company or a parent corporation or subsidiary corporation (as
such terms are defined in Code Sections 424(e) and (f)). Nonstatutory
Stock Options may be granted to Employees, Directors and
Consultants.
(b) Ten Percent
Stockholders. A Ten Percent Stockholder shall not be granted an Incentive
Stock Option unless the exercise price of such Option is at least one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
grant and the Option is not exercisable after the expiration of five (5) years
from the date of grant.
(c) Consultants. A
Consultant shall be eligible for the grant of an Option only if, at the time of
grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8")
is available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, because the Consultant is a natural
person, or because of any other rule governing the use of Form S-8.
5. Option
Provisions.
Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
shall be issued for shares of Common Stock purchased on exercise of each type of
Option. If an Option is not specifically designated as an Incentive Stock
Option, then the Option shall be a Nonstatutory Stock Option. The
provisions of separate Options need not be identical; provided, however, that
each Option Agreement shall include (through incorporation of provisions hereof
by reference in the Option Agreement or otherwise) the substance of each of the
following provisions:
(a) Term. Subject to the
provisions of §4(b) regarding Ten Percent Shareholders, no Option shall be
exercisable after the expiration of ten (10) years from the date of its grant or
such shorter period specified in the Option Agreement.
(b) Exercise Price.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders,
the exercise price of each Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted. Notwithstanding the foregoing, an Option
may be granted with an exercise price lower than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option if such Option
is granted pursuant to an assumption or substitution for another option in a
manner consistent with the provisions of §424(a) of the Code (whether or not
such options are Incentive Stock Options).
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(c) Consideration. The
purchase price of Common Stock acquired pursuant to the exercise of an Option
shall be paid, to the extent permitted by applicable law and as determined by
the Board in its sole discretion, by any combination of the methods of payment
set forth below. The Board shall have the authority to grant Options
that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require
the consent of the Company to utilize a particular method of
payment. The methods of payment permitted by this §5(c)
are:
(i) by
cash, check, bank draft or money order payable to the Company;
(ii)
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of the stock subject to the Option,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds;
(iii) by
delivery to the Company (either by actual delivery or attestation) of shares of
Common Stock;
(iv) by a
"net exercise" arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issued upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided, however, that the Company shall accept a cash or other payment
from the Optionholder to the extent of any remaining balance of the aggregate
exercise price not satisfied by such reduction in the number of whole shares to
be issued; provided, further, that shares of Common Stock will no longer be
outstanding under an Option and will not be exercisable thereafter to the extent
that (A) shares are used to pay the exercise price pursuant to the "net
exercise," (B) shares are delivered to the Optionholder as a result of such
exercise, and (C) shares are withheld to satisfy tax withholding obligations;
or
(v) in
any other form of legal consideration that may be acceptable to the
Board.
(d) Transferability of
Options. The Board may, in its sole discretion, impose such limitations
on the transferability of Options as the Board shall determine. In
the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options shall apply:
(i) Restrictions on
Transfer. An Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder; provided, however, that the Board
may, in its sole discretion, permit transfer of the Option in a manner
consistent with applicable tax and securities laws upon the Optionholder's
request.
(ii)
Domestic Relations
Orders. Notwithstanding the foregoing, an Option may be transferred
pursuant to a domestic relations order, provided, however, that an Incentive
Stock Option may be deemed to be a Nonqualified Option as a result of such
transfer.
(iii)
Beneficiary
Designation. Notwithstanding the foregoing, the Optionholder may, by
delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the
Option.
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(e) Vesting Generally.
The total number of shares of Common Stock subject to an Option may vest and
therefore become exercisable in periodic installments that may or may not be
equal. The Option may be subject to such other terms and conditions on the time
or times when it may or may not be exercised (which may be based on the
satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options may
vary. The provisions of this Section 5(e) are subject to any Option
provisions governing the minimum number of shares of Common Stock as to which an
Option may be exercised.
(f) Termination of Continuous
Service. Except as otherwise provided in the applicable Option Agreement
or other agreement between the Optionholder and the Company, in the event that
an Optionholder's Continuous Service terminates (other than upon the
Optionholder's death or Disability), the Optionholder may exercise his or her
Option (to the extent that the Optionholder was entitled to exercise such Option
as of the date of termination of Continuous Service) but only within such period
of time ending on the earlier of (i) the date three (3) months following the
termination of the Optionholder's Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after
termination of Continuous Service, the Optionholder does not exercise his or her
Option within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.
(g) Extension of Termination
Date. An Optionholder's Option Agreement may provide that if the exercise
of the Option following the termination of the Optionholder's Continuous Service
(other than upon the Optionholder's death or Disability) would be prohibited at
any time solely because the issuance of shares of Common Stock would violate the
registration requirements under the Securities Act, then the Option shall
terminate on the earlier of (i) the expiration of a period of three (3) months
after the termination of the Optionholder's Continuous Service during which the
exercise of the Option would not be in violation of such registration
requirements, or (ii) the expiration of the term of the Option as set forth in
the Option Agreement.
(h) Disability of
Optionholder. If an Optionholder's Continuous Service terminates as a
result of the Optionholder's Disability, the Optionholder may exercise his or
her Option (to the extent that the Optionholder was entitled to exercise such
Option as of the date of termination of Continuous Service), but only within
such period of time ending on the earlier of (i) the date twelve (12) months
following such termination of Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, after
termination of Continuous Service, the Optionholder does not exercise his or her
Option within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.
(i) Death of
Optionholder. If (i) an Optionholder's Continuous Service terminates as a
result of the Optionholder's death, or (ii) the Optionholder dies within the
period (if any) specified in the Option Agreement after the termination of the
Optionholder's Continuous Service for a reason other than death, then the Option
may be exercised (to the extent the Optionholder was entitled to exercise such
Option as of the date of death) by the Optionholder's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionholder's death, but only
within the period ending on the earlier of (i) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of such Option as set
forth in the Option Agreement. If, after the Optionholder's death,
the Option is not exercised within the time specified herein or in the Option
Agreement (as applicable), the Option shall terminate.
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(j) Non-Exempt
Employees. No Option granted to an Employee that is a
non-exempt employee for purposes of the Fair Labor Standards Act shall be first
exercisable for any shares of Common Stock until at least six months following
the date of grant of the Option. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option will be exempt from his or her regular
rate of pay.
(k) Early Exercise. The
Option may, but need not, include a provision whereby the Optionholder may elect
at any time before the Optionholder's Continuous Service terminates to exercise
the Option as to any part or all of the shares of Common Stock subject to the
Option prior to the full vesting of the Option. Any unvested shares
of Common Stock so purchased may be subject to a repurchase option in favor of
the Company or to any other restriction the Board determines to be
appropriate. The Company will not exercise its repurchase option
until at least six (6) months (or such longer or shorter period of time required
to avoid a charge to earnings for financial accounting purposes) have elapsed
following exercise of the Option unless the Board otherwise specifically
provides in the Option.
6. Covenants of the
Company.
(a) Availability of
Shares. During the terms of the Options, the Company shall keep available
at all times the number of shares of Common Stock reasonably required to satisfy
such Options.
(b) Securities Law
Compliance. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to grant Options and to issue and sell shares of Common Stock upon
exercise of the Options; provided, however, that this undertaking shall not
require the Company to register under the Securities Act the Plan, any Option or
any Common Stock issued or issuable pursuant to any such Option. If, after
commercially reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of Common Stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Options unless and until such authority is
obtained.
(c) No Obligation to
Notify. The Company shall have no duty or obligation to any
holder of an Option to advise such holder as to the time or manner of exercising
such Option. Furthermore, the Company shall have no duty or
obligation to warn or otherwise advise such holder of a pending termination or
expiration of an Option or a possible period in which the Option may not be
exercised. The Company has no duty or obligation to minimize the tax
consequences of an Option to the holder of such Option.
7. Miscellaneous.
(a) Use of Proceeds from Sales
of Common Stock. Proceeds from the sale of shares of Common
Stock pursuant to Options shall constitute general funds of the
Company.
(b) Corporate Action
Constituting Grant of Options. Corporate action constituting a grant by
the Company of an Option to any Optionholder shall be deemed completed as of the
date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Option
is communicated to, or actually received or accepted by, the
Optionholder.
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(c) Stockholder Rights.
No Optionholder shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares of Common Stock subject to such
Option unless and until such Optionholder has exercised the Option pursuant to
its terms and the Optionholder shall not be deemed to be a stockholder of record
until the issuance of the Common Stock pursuant to such exercise has been
entered into the books and records of the Company.
(d) No Employment or Other
Service Rights. Nothing in the Plan, any Option Agreement or other
instrument executed thereunder or in connection with any Option granted pursuant
to the Plan shall confer upon any Optionholder any right to continue to serve
the Company or an Affiliate in the capacity in effect at the time the Option was
granted or shall affect the right of the Company or an Affiliate to terminate
(i) the employment of an Employee with or without notice and with or without
cause, (ii) the service of a Consultant pursuant to the terms of such
Consultant's agreement with the Company or an Affiliate, or (iii) the service of
a Director pursuant to the Bylaws of the Company or an Affiliate, and any
applicable provisions of the corporate law of the state in which the Company or
the Affiliate is incorporated, as the case may be.
(e) Incentive Stock Option
$100,000 Limitation. To the extent that the aggregate Fair Market Value
(determined at the time of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates)
exceeds one hundred thousand dollars ($100,000), the Options or portions thereof
that exceed such limit (according to the order in which they were granted) shall
be treated as Nonstatutory Stock Options, notwithstanding any contrary provision
of the applicable Option Agreement(s).
(f) Investment
Assurances. The Company may require an Optionholder, as a condition of
exercising or acquiring Common Stock under any Option, (i) to give written
assurances satisfactory to the Company as to the Optionholder's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company stating that the Optionholder is acquiring Common Stock subject
to the Option for the Optionholder's own account and not with any present
intention of selling or otherwise distributing the Common Stock. The
foregoing requirements, and any assurances given pursuant to such requirements,
shall be inoperative if (x) the issuance of the shares upon the exercise or
acquisition of Common Stock under the Option has been registered under a then
currently effective registration statement under the Securities Act, or (y) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of
counsel to the Company, place legends on stock certificates issued under the
Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting
the transfer of the Common Stock.
(g) Withholding
Obligations. Unless prohibited by the terms of an Option Agreement, the
Company may, in its sole discretion, satisfy any federal, state or local tax
withholding obligation relating to an Option by any of the following means (in
addition to the Company's right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means: (i) causing the
Optionholder to tender a cash payment; (ii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to the Optionholder
in connection with the Option; or (iv) by such other method as may be set forth
in the Option Agreement.
8
(h) Electronic
Delivery. Any reference herein to a "written" agreement or
document shall include any agreement or document delivered electronically or
posted on the Company's intranet.
(i) Compliance with
409A. To the extent that the Board determines that any Option
granted under the Plan is subject to §409A of the Code, the Option Agreement
evidencing such Option shall incorporate the terms and conditions required by
§409A of the Code. To the extent applicable, the Plan and Option
Agreements shall be interpreted in accordance with §409A of the
Code. Notwithstanding any provision of the Plan to the contrary, in
the event that, following the Effective Date, the Board determines that any
Option may be subject to §409A of the Code, the Board may adopt such amendments
to the Plan and the applicable Option Agreement or adopt other policies and
procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, that the Board determines are necessary or
appropriate to (1) exempt the Option from §409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Option, or
(2) comply with the requirements of §409A of the Code.
8. Adjustments upon Changes in Common
Stock; Other Corporate Events.
(a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the
Board shall appropriately adjust: (i) the class(es) and maximum number of
securities subject to the Plan pursuant to §3(a), (ii) the class(es) and maximum
number of securities that may be issued pursuant to the exercise of Incentive
Stock Options pursuant to §3(c), (iii) the class(es) and maximum number of
securities that may be awarded to any person pursuant to §3(d), and (iv) the
class(es) and number of securities and price per share of stock subject to
outstanding Options. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive.
(b) Dissolution or
Liquidation. Except as otherwise provided in the Option
Agreement, in the event of a dissolution or liquidation of the Company, all
outstanding Options shall terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the
Company's repurchase option may be repurchased by the Company notwithstanding
the fact that the holder of such Common Stock is providing Continuous Service,
provided, however, that the Board may, in its sole discretion, cause some or all
Options to become fully vested, exercisable and/or no longer subject to
repurchase or forfeiture (to the extent such Options have not previously expired
or terminated) before the dissolution or liquidation is completed but contingent
on its completion.
(c) Corporate
Transaction. The following provisions shall apply to Options
in the event of a Corporate Transaction unless otherwise provided in the
instrument evidencing the Option or any other written agreement between the
Company or any Affiliate and the holder of the Option or unless otherwise
expressly provided by the Board at the time of grant of an Option.
9
(i) Options May Be
Assumed. Except as otherwise stated in the Option Agreement, in the event
of a Corporate Transaction, any surviving corporation or acquiring corporation
(or the surviving or acquiring corporation's parent company) may assume or
continue any or all Options outstanding under the Plan or may substitute similar
stock awards for Options outstanding under the Plan (including but not limited
to, awards to acquire the same consideration paid to the stockholders of the
Company pursuant to the Corporate Transaction), and any reacquisition or
repurchase rights held by the Company in respect of Common Stock issued pursuant
to Options may be assigned by the Company to the successor of the Company (or
the successor's parent company, if any), in connection with such Corporate
Transaction. A surviving corporation or acquiring corporation (or its
parent) may choose to assume or continue only a portion of an Option or
substitute a similar stock award for only a portion of an Option. The
terms of any assumption, continuation or substitution shall be set by the Board
in accordance with the provisions of Section 2.
(ii)
Options Held by
Current Optionholders. Except as otherwise stated in the Option
Agreement, in the event of a Corporate Transaction in which the surviving
corporation or acquiring corporation (or its parent company) does not assume or
continue such outstanding Options or substitute similar stock awards for such
outstanding Options, then with respect to Options that have not been assumed,
continued or substituted and that are held by Optionholders whose Continuous
Service has not terminated prior to the effective time of the Corporate
Transaction (referred to as the "Current Optionholders"), the vesting of such
Options (and, if applicable, the time at which such Options may be exercised)
shall (contingent upon the effectiveness of the Corporate Transaction) be
accelerated in full to a date prior to the effective time of such Corporate
Transaction as the Board shall determine (or, if the Board shall not determine
such a date, to the date that is five (5) days prior to the effective time of
the Corporate Transaction), and such Options shall terminate if not exercised
(if applicable) at or prior to the effective time of the Corporate Transaction,
and any reacquisition or repurchase rights held by the Company with respect to
such Options shall lapse (contingent upon the effectiveness of the Corporate
Transaction).
(iii)
Options Held by
Persons other than Current Optionholders. Except as otherwise stated in
the Option Agreement, in the event of a Corporate Transaction in which the
surviving corporation or acquiring corporation (or its parent company) does not
assume or continue such outstanding Options or substitute similar stock awards
for such outstanding Options, then with respect to Options that have not been
assumed, continued or substituted and that are held by persons other than
Current Optionholders, the vesting of such Options (and, if applicable, the time
at which such Option may be exercised) shall not be accelerated and such Options
shall terminate if not exercised (if applicable) prior to the effective time of
the Corporate Transaction; provided, however, that any reacquisition or
repurchase rights held by the Company with respect to such Options shall not
terminate and may continue to be exercised notwithstanding the Corporate
Transaction.
(iv)
Payment for Options in
Lieu of Exercise. Notwithstanding the foregoing, in the event an Option
will terminate if not exercised prior to the effective time of a Corporate
Transaction, the Board may provide, in its sole discretion, that the holder of
such Option may not exercise such Option but will receive a payment, in such
form as may be determined by the Board, equal in value to the excess, if any, of
(A) the value of the property the holder of the Option would have received upon
the exercise of the Option, over (B) any exercise price payable by such holder
in connection with such exercise.
(d) Change in Control. An
Option may be subject to additional acceleration of vesting and exercisability
upon or after a Change in Control as may be provided in the Option Agreement for
such Option or as may be provided in any other written agreement between the
Company or any Affiliate and the Optionholder, but in the absence of such
provision, no such acceleration shall occur.
10
9. Termination or Suspension of the
Plan.
(a) Plan
Term. Unless sooner terminated by the Board pursuant to §2, the Plan shall
automatically terminate on the day before the tenth (10th) anniversary of the
date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is earlier. No Options may be granted under the
Plan while the Plan is suspended or after it is terminated.
(b) No
Impairment of Rights. Termination of the Plan shall not impair rights and
obligations under any Option granted while the Plan is in effect except with the
written consent of the affected Optionholder.
10. Effective Date of
Plan.
This Plan
shall become effective on the Effective Date.
11. Choice of Law.
The law
of the State of Florida shall govern all questions concerning the construction,
validity and interpretation of this Plan, without regard to such state's
conflict of laws rules.
12. Definitions.
As used
in the Plan and any Option Agreement, unless otherwise specified, the following
terms shall have the meanings set forth below:
(a)
"Affiliate" means, at the time of determination, any "parent" or "subsidiary" as
such terms are defined in Rule 405 of the Securities Act. The Board
shall have the authority to determine the time or times at which "parent" or
"subsidiary" status is determined within the foregoing definition.
(b)
"Board" means the Board of Directors of the Company.
(c)
"Capitalization Adjustment" means any change that is made in, or other events
that occur with respect to, the Common Stock subject to the Plan or subject to
any Option after the Effective Date without the receipt of consideration by the
Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company). Notwithstanding the foregoing, the
conversion of any convertible securities of the Company shall not be treated as
a transaction "without receipt of consideration" by the Company.
(d)
"Code" means the Internal Revenue Code of 1986, as amended, and regulations and
other guidance thereunder.
(e)
"Committee" means a committee of [one (1)] or more Directors to whom authority
has been delegated by the Board in accordance with Section 2(c).
(f)
"Common Stock" means the common stock of the Company.
11
(g)
"Company" means Offshore Petroleum
Corp., a Florida corporation.
(h)
"Consultant" means any person, including an advisor, who is (i) engaged by the
Company or an Affiliate to render consulting or advisory services and is
compensated for such services, or (ii) serving as a member of the board of
directors of an Affiliate and is compensated for such
services. However, service solely as a Director, or payment of a fee
for such service, shall not cause a Director to be considered a "Consultant" for
purposes of the Plan.
(i)
"Continuous Service" means that the Optionholder's service with the Company or
an Affiliate, whether as an Employee, Director or Consultant, is not interrupted
or terminated. A change in the capacity in which the Optionholder
renders service to the Company or an Affiliate as an Employee, Consultant or
Director or a change in the entity for which the Optionholder renders such
service, provided that there is no interruption or termination of the
Optionholder's service with the Company or an Affiliate, shall not terminate an
Optionholder's Continuous Service. For example, a change in status
from an employee of the Company to a consultant to an Affiliate or to a Director
shall not constitute an interruption of Continuous Service. To the
extent permitted by law, the Board or the chief executive officer of the
Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave. Notwithstanding the foregoing, a leave of absence
shall be treated as Continuous Service for purposes of vesting in an Option only
to such extent as may be provided in the Company's leave of absence policy, in
the written terms of any leave of absence agreement or policy applicable to the
Optionholder, or as otherwise required by law.
(j)
"Corporate Transaction" means the occurrence, in a single transaction or in a
series of related transactions, of any one or more of the following
events:
(i) a
sale or other disposition of all or substantially all, as determined by the
Board in its sole discretion, of the consolidated assets of the Company and its
Subsidiaries;
(ii) a
sale or other disposition of at least ninety percent (90%) of the outstanding
securities of the Company;
(iii) the
consummation of a merger, consolidation or similar transaction following which
the Company is not the surviving corporation; or
(iv) the
consummation of a merger, consolidation or similar transaction following which
the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.
(k)
"Covered Employee" shall have the meaning provided in §162(m)(3) of the Code and
the regulations promulgated thereunder.
(l)
"Director" means a member of the Board.
(m)
"Disability" means, with respect to an Optionholder, the inability of such
Optionholder to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, as provided in §22(e)(3) and 409A(a)(2)(c)(i) of the
Code.
12
(n) "Effective
Date" means the effective date of this Plan document, which is the date of the
annual meeting of stockholders of the Company held in [year] provided this Plan
is approved by the Company's stockholders at such meeting.
(o)
"Employee" means any person employed by the Company or an
Affiliate. However, service solely as a Director, or payment of a fee
for such services, shall not cause a Director to be considered an "Employee" for
purposes of the Plan.
(p)
"Entity" means a corporation, partnership, limited liability company or other
entity.
(q)
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(r) "Fair
Market Value" means, as of any date, the value of the Common Stock determined as
follows:
(i) If
the Common Stock is listed on any established stock exchange or traded on an
automated quotation system such as the OTC Bulletin Board®, the Fair Market
Value of a share of Common Stock shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the
Common Stock) on the date of determination, as reported in such source as the
Board deems reliable, including the OTC Bulletin Board®
website. Unless otherwise provided by the Board, if there is no
closing sales price (or closing bid if no sales were reported) for the Common
Stock on the date of determination, then the Fair Market Value shall be the
closing selling price (or closing bid if no sales were reported) on the last
preceding date for which such quotation exists.
(ii) In
the absence of such markets for the Common Stock, the Fair Market Value shall be
determined by the Board in good faith.
(s)
"Incentive Stock Option" means an Option that is intended to be, and qualifies
as, an "incentive stock option" within the meaning of §422 of the Code and the
regulations promulgated thereunder.
(t)
"Non-Employee Director" means a Director who either (i) is not a current
employee or officer of the Company or an Affiliate, does not receive
compensation, either directly or indirectly, from the Company or an Affiliate
for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.
(u)
"Nonstatutory Stock Option" means any Option that does not qualify as an
Incentive Stock Option.
(v)
"Officer" means a person who is an officer of the Company within the meaning of
§16 of the Exchange Act and the rules and regulations promulgated
thereunder.
13
(w)
"Option" means an Incentive Stock Option or a Nonstatutory Stock Option to
purchase shares of Common Stock granted pursuant to the Plan.
(x)
"Option Agreement" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option
grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.
(y)
"Optionholder" means a person to whom an Option is granted pursuant to the Plan
or, if permitted under the terms of this Plan, such other person who holds an
outstanding Option.
(z)
"Outside Director" means a Director who either (i) is not a current employee of
the Company or an "affiliated corporation" (within the meaning of Treasury
Regulations promulgated under §162(m) of the Code), is not a former employee of
the Company or an "affiliated corporation" who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year, has not been an officer of the Company or an "affiliated
corporation," and does not receive remuneration from the Company or an
"affiliated corporation," either directly or indirectly, in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of §162(m) of the Code.
(aa)
"Plan" means this [Company Name] [Year] Equity Incentive Plan.
(bb)
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.
(cc)
"Securities Act" means the Securities Act of 1933, as amended.
(dd)
"Subsidiary" means, with respect to the Company, (i) any corporation of which
more than fifty percent (50%) of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, Owned by
the Company, and (ii) any partnership in which the Company has a direct or
indirect interest (whether in the form of voting or participation in profits or
capital contribution) of more than fifty percent (50%).
(ee) "Ten
Percent Stockholder" means a person who Owns (or is deemed to Own pursuant to
§424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any
Affiliate.
14
STOCK
OPTION AGREEMENT
Offshore Petroleum
Corp.
2008
Stock Option Plan
Stock
Option Agreement
(Incentive
Stock Option or Nonstatutory Stock Option)
Pursuant
to your Stock Option Grant Notice ("Grant Notice") and this Stock Option
Agreement, Offshore Petroleum Corp., a Florida corporation (the "Company") has
granted you an option under its 2008 Stock Option Plan (the "Plan") to purchase
the number of shares of the Company's Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined
terms not explicitly defined in this Stock Option Agreement but defined in the
Plan shall have the same definitions as in the Plan.
The
details of your option are as follows:
1. Vesting. Subject to
the limitations contained herein, your option will vest as provided in your
Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.
2. Number of Shares and
Exercise Price. The number of shares of Common Stock subject to your
option and your exercise price per share referenced in your Grant Notice may be
adjusted from time to time for Capitalization Adjustments.
3. Exercise Restriction for
Non-Exempt Employees. If you are an Employee eligible for overtime
compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a
"Non-Exempt Employee"), you may not exercise your option until you have
completed at least six (6) months of Continuous Service measured from the Date
of Grant specified in your Grant Notice, notwithstanding any other provision of
your option.
4. Method of Payment.
Payment of the exercise price is due in full upon exercise of all or any part of
your option. You may elect to make payment of the exercise price in
cash or by check or in any other manner permitted by your Grant Notice, which
may include one or more of the following:
(a) Bank
draft or money order payable to the Company.
(b) In
the Company's sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.
(c) In
the Company's sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery to the Company (either by
actual delivery or attestation) of already-owned shares of Common Stock either
that you have held for the period required to avoid a charge to the Company's
reported earnings (generally six (6) months) or that you did not acquire,
directly or indirectly from the Company, that are owned free and clear of any
liens, claims, encumbrances or security interests, and that are valued at Fair
Market Value on the date of exercise. "Delivery" for these purposes,
in the sole discretion of the Company at the time you exercise your option,
shall include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your
option by tender to the Company of Common Stock to the extent such tender would
violate the provisions of any law, regulation or agreement restricting the
redemption of the Company's stock.
15
(d) By a
"net exercise" arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issued upon exercise of your option by the largest
whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Company shall accept a
cash or other payment from you to the extent of any remaining balance of the
aggregate exercise price not satisfied by such reduction in the number of whole
shares to be issued; provided further, however, that shares of Common Stock will
no longer be outstanding under your option and will not be exercisable
thereafter to the extent that (1) shares are used to pay the exercise price
pursuant to the "net exercise," (2) shares are delivered to you as a result of
such exercise, and (3) shares are withheld to satisfy tax withholding
obligations.
5. Whole Shares. You may
exercise your option only for whole shares of Common Stock.
6. Securities Law
Compliance. Notwithstanding anything to the contrary contained herein,
you may not exercise your option unless the shares of Common Stock issuable upon
such exercise are then registered under the Securities Act or, if such shares of
Common Stock are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option also must comply with other
applicable laws and regulations governing your option, and you may not exercise
your option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.
7. Term. You may not
exercise your option before the commencement or after the expiration of its
term. The term of your option commences on the Date of Grant and
expires upon the earliest of the following:
(a) three
(3) months after the termination of your Continuous Service for any reason other
than your Disability or death, provided, however, that (i) if during any part of
such three (3) month period your option is not exercisable solely because of the
condition set forth in §6, your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service and (ii) if
(x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service
within six (6) months after the Date of Grant specified in your Grant Notice,
and (z) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the
earlier of (A) the later of the date that is seven (7) months after the Date of
Grant specified in your Grant Notice or the date that is three (3) months after
the termination of your Continuous Service or (B) the Expiration
Date;
(b)
twelve (12) months after the termination of your Continuous Service due to your
Disability;
(c)
eighteen (18) months after your death if you die either during your Continuous
Service or within three (3) months after your Continuous Service
terminates;
(d) the
Expiration Date indicated in your Grant Notice; or
16
(e) the
day before the tenth (10th) anniversary of the Date of Grant.
If your
option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at
all times beginning on the date of grant of your option and ending on the day
three (3) months before the date of your option's exercise, you must be an
employee of the Company or an Affiliate, except in the event of your death or
your permanent and total disability, as defined in §22(e) of the
Code. (The definition of disability in §22(e) of the Code is
different from the definition of the Disability under the Plan). The
Company has provided for extended exercisability of your option under certain
circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an Incentive Stock Option if you continue to provide
services to the Company or an Affiliate as a Consultant or Director after your
employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate
terminates.
8. Exercise.
(a) You
may exercise the vested portion of your option during its term by delivering a
Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.
(b) By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of your option, (2) the lapse of
any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (3) the disposition of shares of Common
Stock acquired upon such exercise.
(c) If
your option is an Incentive Stock Option, by exercising your option you agree
that you will notify the Company in writing within fifteen (15) days after the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs within two (2) years after the date of your
option grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of your option.
9. Transferability.
(a)
Restrictions on Transfer. Your option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during your
lifetime only by you; provided, however, that the Board may, in its sole
discretion, permit you to transfer your option in a manner consistent with
applicable tax and securities laws upon your request.
(b)
Domestic Relations Orders. Notwithstanding the foregoing, your option may be
transferred pursuant to a domestic relations order; provided, however, that if
your option is an Incentive Stock Option, your option shall be deemed to be a
Nonstatutory Stock Option as a result of such transfer.
(c)
Beneficiary Designation. Notwithstanding the foregoing, you may, by delivering
written notice to the Company, in a form provided by or otherwise satisfactory
to the Company, designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option. Your option is not
transferable, except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your death,
shall thereafter be entitled to exercise your option.
17
10. Option not a Service
Contract. Your option is not an employment or service contract, and
nothing in your option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company or an
Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors,
Officers or Employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.
11. Withholding
Obligations.
(a) At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a "cashless exercise" pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with the exercise of your
option.
(b) Upon
your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may
withhold from fully vested shares of Common Stock otherwise issuable to you upon
the exercise of your option a number of whole shares of Common Stock having a
Fair Market Value, determined by the Company as of the date of exercise, not in
excess of the minimum amount of tax required to be withheld by law (or such
lower amount as may be necessary to avoid variable award
accounting). If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of your option,
share withholding pursuant to the preceding sentence shall not be permitted
unless you make a proper and timely election under §83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with
respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your
option. Notwithstanding the filing of such election, shares of Common
Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.
(c) You
may not exercise your option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied. Accordingly, you may not
be able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such shares
of Common Stock or release such shares of Common Stock from any escrow provided
for herein unless such obligations are satisfied.
12. Notices. Any notices
provided for in your option or the Plan shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States
mail, postage prepaid, addressed to you at the last address you provided to the
Company.
18
13. Governing Plan
Document. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further
subject to all interpretations, amendments, rules and regulations, which may
from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.
OFFSHORE
PETROLEUM CORP.
|
OPTION
HOLDER
|
||
By:
|
|
||
Print
Name
|
|||
Title:
|
|||
Date:
|
|
||
|
Signature
|
19
OFFSHORE
PETROLEUM CORP.
Stock
Option Grant Notice
2008
Stock Option Plan
Offshore
Petroleum Corp. (the "Company"), pursuant to its 2008 Stock Option Plan (the
"Plan"), hereby grants to Optionholder an option to purchase the number of
shares of the Company's Common Stock set forth below. This option is
subject to all of the terms and conditions as set forth herein and in the Stock
Option Agreement, the Plan and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Plan or
the Stock Option Agreement.
Optionholder:
|
|
Date
of Grant:
|
|
Vesting
Commencement Date:
|
|
Number
of Shares Subject to Option
|
|
Exercise
Price (Per Share):
|
|
Total
Exercise Price:
|
|
Expiration
Date:
|
|
Type
of option grant(check one):
|
¨ Incentive
|
¨ Nonstatutory
|
|
Exercise
Schedule:
|
Same
as Vesting Schedule
|
||
Vesting
Schedule
|
|
If this
is an Incentive Stock Option, it (plus other outstanding Incentive Stock
Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over
$100,000 is a Nonstatutory Stock Option.
20
Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt
of, and understands and agrees to, this Stock Option Grant Notice, the Stock
Option Agreement and the Plan. Optionholder further acknowledges that
as of the Date of Grant, this Stock Option Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Optionholder
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of (i)
options previously granted and delivered to Optionholder under the Plan, and
(ii) the following agreements only:
Optioholder:
|
OFFSHORE
PETROLEUM CORP.
|
||
|
By:
|
|
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(Print
Name)
|
|||
Title: | |||
|
|||
Address
|
|||
|
|||
Date:
|
|
||
|
|||
Signature
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21
NOTICE OF
EXERCISE
OFFSHORE
PETROLEUM CORP.
110 East
Broward Boulevard, Suite 1700
Ft.
Lauderdale, FL 33301
Date of
Exercise: ____________________
Ladies
and Gentlemen:
This
constitutes notice under my stock option that I elect to purchase the number of
shares for the price set forth below.
Type
of option (check one):
|
¨ Incentive ¨ Nonstatutory
|
|||
Stock
option grant date:
|
|
|||
Number
of shares as to which option is exercised:
|
|
|||
Certificates
to be issued in name of:
|
|
|||
Exercise
price per share:
|
$________________
|
|||
Total
exercise price:
|
$________________
|
|||
Payment
delivered herewith:
|
$________________
|
|||
Form
of payment:
|
Cash
or check
|
¨
|
||
Bank
draft or money order payable to the Company
|
¨
|
|||
Pursuant
to a Regulation T Program (cashless exercise) if the shares are
publicly traded
|
¨
|
|||
|
Delivery
of already-owned shares if the Shares are publicly
traded
|
|
¨
|
By this
exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Offshore Petroleum Corp.’s 2008 Stock Option Plan,
(ii) to provide for the payment by me to you (in the manner designated by you)
of your withholding obligation, if any, relating to the exercise of this option,
and (iii) if this exercise relates to an incentive stock option, to notify you
in writing within fifteen (15) days after the date of any disposition of any of
the shares of Common Stock issued upon exercise of this option that occurs
within two (2) years after the date of grant of this option or within one (1)
year after such shares of Common Stock are issued upon exercise of this
option.
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Submitted
By:
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Accepted
By:
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OFFSHORE
PETROLEUM CORP.
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By:
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(Print
Name)
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Title: | |||
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Signature
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Date:
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23