GRAN TIERRA ENERGY INC. OPTION AGREEMENT (NONSTATUARY STOCK OPTION)
Exhibit
99.1
GRAN
TIERRA ENERGY INC.
2007
EQUITY INCENTIVE PLAN
(NONSTATUARY
STOCK OPTION)
Pursuant
to your Option Grant Notice (“Grant
Notice”)
and
this Option Agreement, Gran Tierra Energy Inc. (the “Company”)
has
granted you an Option under its 2007 Equity Incentive 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 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 (in United States dollars) referenced in your Grant Notice may be
adjusted from time to time for Capitalization Adjustments.
3. EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES.
In the
event that you are a United States Employee eligible for overtime compensation
under the United States 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. All amounts due are payable in United States dollars based, if
applicable, upon the local currency to United States dollar exchange rate
published in The
Wall Street Journal
on the
date of exercise of your option (or, if the date of exercise is not a business
day in the United States, the next business day in the United States). 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) 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 United
States 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.
(b) 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 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. 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.
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 including, without limitation, the laws and
regulations of the United States and your country of residence, 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 ▇▇▇▇▇ 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 that if during any part of such three
(3) month period your Option is not exercisable solely because of the condition
set forth in the section above relating to “Securities Law Compliance,” 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;
(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
(e) the
day
before the tenth (10th) anniversary of the Date of ▇▇▇▇▇.
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8. EXERCISE.
(a) You
may
exercise the vested portion of your Option (and the unvested portion of your
Option if your Grant Notice so permits) 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 the Company’s 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.
9. TRANSFERABILITY.
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.
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, or as a consultant to, the Company or an Affiliate,
as applicable, or of the Company or an Affiliate to continue your employment
or
consultancy arrangements. 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 classification of your option as
a
liability for financial accounting purposes). Any adverse consequences to you
arising in connection with such share withholding procedure shall be your sole
responsibility.
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(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. PERSONAL
DATA.
You
understand that your employer, if applicable, the Company, and/or its Affiliates
hold certain personal information about you, including but not limited to your
name, home address, telephone number, date of birth, national social insurance
number, salary, nationality, job title, and details of all shares of Common
Stock granted, cancelled, vested, unvested, or outstanding (the “Personal
Data”).
Certain Personal Data may also constitute “Sensitive
Personal Data”
within
the meaning of applicable local law. Such data include but are not limited
to
Personal Data and any changes thereto, and other appropriate personal and
financial data about you. You hereby provide express consent to the Company
or
its Affiliates to collect, hold, and process any such Personal Data and
Sensitive Personal Data. You also hereby provide express consent to the Company
and/or its Affiliates to transfer any such Personal Data and Sensitive Personal
Data outside the country in which you are employed or retained, including the
United States. The legal persons for whom such Personal Data are intended are
the Company and any broker company providing services to the Company in
connection with the administration of the Plan. You have been informed of your
right to access and correct your Personal Data by applying to the Company
representative identified on the Grant Notice.
13. ADDITIONAL
ACKNOWLEDGEMENTS.
You
hereby consent and acknowledge that:
(a) Participation
in the Plan is voluntary and therefore you must accept the terms and conditions
of the Plan and this option as a condition to participate in the Plan and
receive this option.
(b) The
Plan
is discretionary in nature and the Company can amend, cancel, or terminate
it at
any time.
(c) This
option and any other options under the Plan are voluntary and occasional and
do
not create any contractual or other right to receive future options or other
benefits in lieu of future options, even if similar options have been granted
repeatedly in the past.
(d) All
determinations with respect to any such future options, including, but not
limited to, the time or times when such options are made, the number of shares
of Common Stock, and performance and other conditions applied to the options,
will be at the sole discretion of the Company.
(e) The
value
of the shares of Common Stock and this option is an extraordinary item of
compensation, which is outside the scope of your employment, service contract
or
consulting agreement, if any
(f) The
shares of Common Stock, this option, or any income derived therefrom are a
potential bonus payment not paid in lieu of any cash salary compensation and
not
part of normal or expected compensation or salary for any purposes, including,
but not limited to, calculating any termination, severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, life or
accident insurance benefits, pension or retirement benefits or similar
payments.
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(g) In
the
event of the involuntary termination of your Continuous Service, your
eligibility to receive shares of Common Stock or payments under the option
or
the Plan, if any, will terminate effective as of the date that you are no longer
actively employed or retained regardless of any reasonable notice period
mandated under local law, except as expressly provided in the option.
(h) The
future value of the shares of Common Stock is unknown and cannot be predicted
with certainty.
(i) You
do
not have, and will not assert, any claim or entitlement to compensation,
indemnity or damages arising from the termination of this option or diminution
in value of the shares of Common Stock and you irrevocably release the Company,
its Affiliates and, if applicable, your employer, if different from the Company,
from any such claim that may arise.
(j) The
Plan
and this option set forth the entire understanding between you, the Company
and
any Affiliate regarding the acquisition of the shares of Common Stock and
supersedes all prior oral and written agreements pertaining to this
option.
14. NOTICES.
Any
notices provided for in your Option or the Plan shall be given in writing or
electronically 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 mail, postage prepaid, addressed to you at the last address
you
provided to the Company.
15. 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.
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