OPTION HOLDER: AWARD NO. 2008- DATE OF GRANT: NUMBER OF SHARES: EXERCISE PRICE:
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OPTION
HOLDER:
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| AWARD NO. 2008- |
| DATE OF GRANT: |
| NUMBER OF SHARES: |
| EXERCISE PRICE: |
AMENDED
AND RESTATED
2008
EQUITY INCENTIVE PLAN
FORM
OF EXECUTIVE OFFICER
This
NON-INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), effective as of
________, 2008 (the "Grant Date"), is entered into by and among ZULU ENERGY
CORP., a Colorado corporation (together with its successors and assigns,
the
"Company"), and ___________ (the "Option Holder").
Recitals
A. The
Company and Option Holder entered into an employment agreement, effective
as of
_________________ (the "Employment Agreement").
B. Pursuant
to the Employment Agreement, on __________, prior to the adoption of a
stock
option plan by the Company, the Company issued to Option Holder an option
(the
“Original Option”) to purchase 1,500,000 shares of the Company's common stock,
$.001 par value per share (the "Common Stock"), at an exercise price per
share
equal to $1.00.
C. The
Company has adopted, subject to shareholder approval, the Zulu Energy Corp.
Amended and Restated 2008 Equity Incentive Plan (the "Plan").
D. Pursuant
to section 4(b) of the Employment Agreement, the Option Holder desires
to
exchange the Original Option for a non-incentive stock option under the
Plan on
the terms set forth in this Agreement.
Agreement
1. Grant
of Option.
Pursuant to the Plan and subject to the terms and conditions of this Agreement,
the Company hereby grants to the Option Holder a non-incentive option (the
"Option") to purchase 1,500,000 shares of Common Stock at an exercise price
per
share of $1.00 (the “Option Price”) in exchange and replacement of the Original
Option. The Option grant shall be effective as of the Grant Date. The Option
is
not intended to qualify as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”). Each share of Common
Stock issued upon the exercise of the Option shall, on the date delivered
to the
Option Holder pursuant to this Agreement, have been properly registered
and
qualified for immediate resale by the Option Holder under federal securities
laws and all applicable state securities or "blue sky" laws and shall have
been
listed for trading on each stock exchange or other market on which shares
of
Common Stock are traded.
2. Requirements
for Exercise; Vesting.
The
entire Option is fully vested and immediately exercisable from and after
the
Grant Date, and shall continue to be vested and exercisable until expiration
or
termination of the Option as provided in Section 6 except that no part of
the Option may be exercised until such time as the Company has amended
it
Articles of Incorporation, as amended, to increase it authorized shares
of
Common Stock to at least 150 million shares. If at any time the number
of shares
of Common Stock that are covered by the Option includes a fractional share,
the
number of shares of Common Stock as to which the Option shall be actually
vested
and exercisable shall be rounded (up or down) to the next whole share of
Common
Stock.
3. Method
for Exercising the Option.
The
Option may be exercised only by delivery of written notice of exercise
in person
or through certified or registered mail, fax or overnight delivery to the
Company at the following address: Zulu Energy Corp. Attention Chief Financial
Officer ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other
address as shall be furnished in writing to the Option Holder by the Company.
Such written notice shall specify that the Option is being exercised and
the
number of shares of Common Stock with respect to which the Option is exercised,
and shall be accompanied by payment of the Option Price as follows: (i) in
cash or by check, bank draft, or money order payable to the order of the
Company
or (ii) by delivery to the Company of irrevocable instructions directing
the Company to withhold from the purchased shares of Common Stock a number
of
shares of Common Stock having a Fair Market Value as of the exercise date
equal
to the aggregate Option Price of the purchased shares or
(iii) a combination of the foregoing. The exercise of the Option shall be
deemed to be effective as of the date that Option Holder delivers the notice
of
exercise to the Company, and a properly executed certificate or certificates
representing the Common Stock so purchased shall be issued by the Company
and
delivered to the Option Holder within five business days after such effective
date; provided
that if
the Company is unable to deliver shares of Common Stock that have been
fully
registered, qualified and listed for trading in accordance with Section 1
on such date, then the Company shall pay to grantee, within five business
days
after the effective date of the exercise, an amount of cash equal to the
Fair
Market Value of the Common Stock so purchased.
4. Adjustments
to the Common Stock Subject to the Option.
Upon
the occurrence of an event described in section 17 of the Plan, then appropriate
adjustment shall in good faith be made to the number and kind of shares
subject
to the Option, in accordance with section 17 of the Plan. Upon any such
occurrence, the aggregate Option Price for the securities or other properties
then subject to the Option shall remain unchanged and shall be apportioned
ratably over the increased or decreased number or changed kinds of securities
or
other properties subject to the Option.
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5. Reorganization
and Change in Control.
Upon
the occurrence of a Change in Control, the Company, or the successor or
purchaser, as the case may be, shall make adequate provision for the assumption
of the Option or the substitution of a new option for the outstanding Option
on
terms comparable to the Option.
6. Expiration
and Termination of the Option.
The
Option shall expire on the April 15, 2013, (the period from the Grant Date
to the expiration date is the “Option Period”) or prior to such time as
follows:
(a) Termination
of
Employment.If
the
Option Holder's employment by the Company is terminated for any reason
other
than death or Disability, the Option may be exercised by the Option Holder
for a
period of three years following the date of such termination (provided
that such
exercise must occur within the Option Period), but not thereafter.
(b) Termination
on Account of Disability.
If the
Option Holder becomes Disabled while still employed by or performing services
for the Company, the Option may be exercised by the Option Holder for a
period
of three years following the Option Holder's termination of services on
account
of Disability (provided that such exercise must occur within the Option
Period),
but not thereafter.
(c) Death.
If the
Option Holder dies during the Option Period while still employed by or
performing services for the Company, the Option may be exercised by those
entitled to do so under the Option Holder's will or by the laws of descent
and
distribution for a period of three years following the Option Holder's
death
(provided that such exercise must occur within the Option Period), but
not
thereafter.
7. Transferability.
The
Option may not be transferred except by will or pursuant to the laws of
descent
and distribution, and it shall be exercisable during the Option Holder's
life
only by him, or in the event of Disability or incapacity, by his guardian
or
legal representative, and after his death, only by those entitled to do
so under
his will or the applicable laws of descent and distribution.
8. Limitation
of Rights.
The
Option Holder or his successor shall have no rights as a stockholder with
respect to the shares of Common Stock covered by this Option until the
Option
Holder or his successors become the holder of record of such
shares.
9. Common
Stock Reserve.
The
Company shall at all times during the term of this Agreement reserve and
keep
available such number of shares of Common Stock as will be sufficient to
satisfy
the requirements of this Agreement, and the Company shall pay all original
issue
taxes (if any) on the exercise of the Option, and all other fees and expenses
necessarily incurred by the Company in connection therewith.
10. Withholding.
Upon
each exercise of the Option in accordance with Section 3, the Company shall
withhold from the shares of Common Stock otherwise deliverable to Option
Holders
pursuant to this Agreement a number of shares of Common Stock having a
Fair
Market Value (on the date of exercise) equal to the sum of all withholding
amounts at the highest marginal rates with respect to such exercise under
applicable federal, state, local and other tax laws (collectively, "Withholding
Taxes") and shall timely remit such amounts to the proper taxing
authorities.
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11. Miscellaneous
(a) Notices.
Any
notice required, permitted, or desired to be given pursuant to any of the
provisions of this Agreement shall be deemed to have been sufficiently
given or
served for all purposes when telecopied (if receipt is acknowledged by
the party
to receive such notice), when delivered by hand, or when received by registered
or certified mail, postage prepaid, or by nationally reorganized overnight
courier service, in each case, addressed to the party to receive such notice
at
the following address or any other address substituted therefor by notice
pursuant to these provisions:
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If
to the Company, at:
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| ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ |
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Denver,
Colorado 80202
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Attention:
Chief Financial Officer
Fax:
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with
a copy to:
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▇▇▇▇▇▇
▇▇▇▇▇ LLP
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▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
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Denver,
CO 80202
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Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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| Fax: |
| If to the Grantee, at: |
[Insert
name]
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[Address]
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[Fax]
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(b) Amendment.
Except
as provided herein, this Agreement may not be amended or otherwise modified
unless evidenced in writing and signed by the Company and the Option
Holder.
(c) Defined
Terms.
Capitalized terms shall have the meaning set forth in the Plan or herein,
as the
case may be.
(d) Construction;
Severability.
The
section headings contained herein are for reference purposes only and shall
not
in any way affect the meaning or interpretation of this Agreement. The
invalidity or unenforceability of any provision of this Agreement shall
not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable
to
the extent permitted by law.
(e) Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the Company
and the
Option Holder and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
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(f) Rights
to Employment.
Nothing
contained in this Agreement shall be construed as giving the Option Holder
any
right to be retained in the employ of the Company and this Agreement is
limited
solely to governing the rights and obligations of the Option Holder with
respect
to the Common Stock and the Option.
(g) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Colorado without giving effect to conflicts of laws
principles.
(h) Employment
Agreement Terms.
The
Option Holder acknowledges and agrees that this Agreement and the grant
of the
Option hereunder fulfill the obligations of the Company concerning the
issuance
of options pursuant to section 4(c) of the Employment
Agreement.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year
first above written.
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| OPTION HOLDER | ||
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