FAR EAST ENERGY CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.52
FAR
EAST ENERGY CORPORATION
FOR
GOOD
AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Far
East
Energy Corporation (the "Company"), a Nevada corporation, hereby grants
to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Option Holder"), the option to purchase
shares of the common stock, $0.001 par value per share, of the Company
("Shares"), upon the terms set forth in this stock option agreement (this
"Agreement"):
WHEREAS,
the Option Holder has been granted the following award in connection with
his or
her retention to provide services to the Company;
NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows.
1. Grant. The
Option Holder is hereby granted an option (the "Option") to purchase
210,000 Shares (the "Option Shares"). The Option is granted as
of October 1, 2007 (the "Date of Grant"). This Option shall
not be treated as an "incentive stock option" as defined in Section 422 of
the
Internal Revenue Code of 1986, as amended (the "Code").
2. Status
of Option Shares. The Option Shares shall upon issue rank equally
in all respects with the other Shares.
3. Option
Price. The purchase price for the Option Shares shall be, except
as herein provided, $1.05 per Option Share, hereinafter sometimes referred
to as
the "Option Price," payable immediately in full upon the exercise of the
Option.
4. Term
of Option. The Option may be exercised only during the period
(the "Option Period") set forth in Section 6 below and shall
remain exercisable until the tenth anniversary of the Date of
Grant. Thereafter, the Option Holder shall cease to have any rights
in respect thereof.
5. Exercisability. Subject
to the Option Holder's continued service with the Company and the terms and
conditions of this Agreement, the Option will vest and become exercisable
with
respect to 25% of the Option Shares on the Date of Grant and with respect
to an
additional 25% of the Option Shares on each of the first, second and third
anniversaries of the Date of Grant, so that the Option will be 100% vested
and
exercisable after the third anniversary of the Date of Grant, as set forth
in
the following schedule:
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Timeframe
from Date of Grant
(Vesting
Date)
|
Vesting
|
Cumulative
Vesting
|
||
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October
1, 2007 (Date of Grant)
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25%
|
25%
|
||
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October
1, 2008 (1 year)
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25%
|
50%
|
||
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October
1, 2009 (2 years)
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25%
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75%
|
||
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October
1, 2010 (3 years)
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25%
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100%
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6. Exercise
of Option. The Option may be exercised for all, or from time to
time any part, of the Option Shares for which it is then
exercisable. The exercise date shall be the date the Company receives
a written notice of exercise signed by the Option Holder, specifying the
whole
number of Option Shares in respect of which the Option is being exercised,
accompanied by (a) full payment for the Option Shares with respect to which
the
Option is exercised, in a manner acceptable to the Company (which, at the
discretion of the Company, shall include a broker assisted exercise
arrangement), of the Option Price for the Option Shares for which the Option
is
being exercised and (b) payment by the Option Holder of all payroll, withholding
or income taxes incurred in connection with the Option exercise (or arrangements
for the collection or payment of such tax satisfactory to the Compensation
Committee of the Board of Directors of the Company (or if there is no such
committee, then the Board of Directors of the Company) (the "Committee")
are made). The purchase price for the Shares as to which the Option
is exercised shall be paid to the Company in full at the time of exercise
at the
election of the Option Holder (i) in cash, (ii) in Shares having a Fair Market
Value (as defined below) equal to the aggregate Option Price for the Shares
being purchased and satisfying such other requirements as may be imposed
by the
Committee; provided, that, such Shares have been held by the
Option Holder for no less than six months, (iii) partly in cash and partly
in
such Shares, or (iv) through the delivery of irrevocable instructions to
a
broker to deliver promptly to the Company an amount equal to the aggregate
Option Price for the Shares being purchased. Anything to the contrary
herein notwithstanding, the Company shall not be obligated to issue any Option
Shares hereunder if the issuance of the Option Shares would violate the
provision of any applicable law, in which event the
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Company
shall, as soon as practicable, take whatever action it reasonably can so
that
the Option Shares may be issued without resulting in such violations of
law.
For
purposes of this Agreement, "Fair Market Value" shall mean, on a given
date, the arithmetic mean of the high and low prices of the Shares as reported
on such date on the Composite Tape of the principal national securities exchange
on which such Shares are listed or admitted to trading, or, if no Composite
Tape
exists for such national securities exchange on such date, then on the principal
national securities exchange on which such Shares are listed or admitted
to
trading, or, if the Shares are not listed or admitted on a national securities
exchange, the arithmetic mean of the per Share closing bid price and per
Share
closing asked price on such date as quoted on the National Association of
Securities Dealers Automated Quotation System (or such market in which such
prices are regularly quoted), or, if there is no market on which the Shares
are
regularly quoted, the Fair Market Value shall be the value established by
the
Committee in good faith. If no sale of Shares shall have been reported on
such
Composite Tape or such national securities exchange on such date or quoted
on
the National Association of Securities Dealers Automated Quotation System
on
such date, then the immediately preceding date on which sales of the Shares
have
been so reported or quoted shall be used.
7. Exercisability
Upon Termination of Service by Death or Disability. Upon a
Termination of Service (as defined below) by reason of death or Disability
(as
defined below), the Option may be exercised within 180 days following the
date
of death or Termination of Service due to Disability (subject to any earlier
termination of the Option as provided herein), by the Option Holder in the
case
of Disability, or in the case of death, by the Option Holder's estate or
by a
person who acquired the right to exercise the Option by bequest or inheritance,
but in any case only to the extent the Option Holder was entitled to exercise
the Option on the date of his or her Termination of Service by death or
Disability. To the extent that the Option Holder was not entitled to
exercise the Option at the date of his or her Termination of Service by death
or
Disability, or if he or she does not exercise the Option (which he or she
was
entitled to exercise) within the time specified herein, the Option shall
terminate. Notwithstanding anything to the contrary herein, the
Committee may at any time and from time to time prior to the termination
of the
Option, with the consent of the Option Holder, extend the period of time
during
which the Option Holder may exercise his or her Option following the date
of
Termination of Service due to death or Disability; provided,
however, that the maximum period of time during which the Option
shall be
exercisable following the date of Termination of Service due to death or
Disability shall not exceed the original term of the Option and that
notwithstanding any extension of time during which the Option may be exercised,
the Option, unless otherwise amended by the Committee, shall only be exercisable
to the extent the Option Holder was entitled to exercise the Option on the
date
of Termination of Service due to death or Disability. Any such
extension shall be designed to conform to the requirements of Section 409A
of the Code so as to avoid the imposition of the additional income
tax. For purposes of this Agreement, "Termination of Service"
shall mean a Option Holder's termination of service with the Company, its
Subsidiaries (as defined in Section 424(f) of the Code or any successor section
thereto) and Affiliates (as defined below). A Termination of Service of an
employee of the Company or any Subsidiary shall not be deemed to have occurred
in the case of sick leave, military leave or any other leave of absence,
in each
case approved by the Committee or in the case of transfers between locations
of
the Company or its Subsidiaries. In the case of "specified employees" (as
described in Section 409A of the Code), distributions may not be made
before the date which is six months after the date of termination of service
(or, if earlier, the date of death of the Option Holder). A specified employee
is a "key employee" as defined in Section 416(i) of the Code without regard
to
Paragraph (5), but only if the Company has any stock which is publicly traded
on
an established securities market or otherwise. For purposes of this
Agreement, "Disability" shall mean inability to engage in any substantial
gainful activity by reason of a 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. The determination
whether the Option Holder has suffered a Disability shall be made by the
Committee based upon such evidence as it deems necessary and appropriate.
An
Option Holder shall not be considered disabled unless he or she furnishes
such
medical or other evidence of the existence of the Disability as the Committee,
in its sole discretion, may require. For purposes of this Agreement, "Affiliate"
shall mean any entity (i) 20% or more the voting equity of which is owned
or
controlled directly or indirectly by the Company, or (ii) that had been a
business, division or subsidiary of the Company, the equity of which has
been
distributed to the Company's stockholders, even if the Company thereafter
owns
less than 20% of the voting equity.
8. Effect
of Other Termination of Service. Upon a Termination of Service
for any reason (other than death or Disability), the unexercised Option may
thereafter be exercised during the period ending 90 days after the date of
such
Termination of Service, but only to the extent to which the Option was vested
and exercisable at the time of such Termination of
Service. Notwithstanding the foregoing, the Committee may, in its
sole discretion, either by prior written agreement with the Option Holder
or
upon the occurrence of a Termination of Service, accelerate the vesting of
unvested Options held by the Option Holder if the Option Holder's Termination
of
Service is without "cause" (as such term is defined by the Committee in its
sole
discretion) by the Company.
9. Effect
of Change of Control. Subject to the terms of this Section
9 and the other terms of this Agreement, if, upon or within 24 months
following the occurrence of a Change of Control (as defined below), a
Termination of Service of the
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Option
Holder
occurs in the Option Holder's capacity as a director of the Company, then
the
unvested Option Shares subject to the Option shall become immediately vested
in
full on the date of such Termination of Service.
For
purposes of this Agreement,
"Change of Control" shall mean the occurrence of any of the following
events:
(i) any
Person (as used for purposes of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (or any successor rule thereto)) becomes
the
Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange
Act of
1934, as amended (or any successor rule thereto)), directly or indirectly,
of
more than forty percent (40%) of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally
in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (A) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (B) any acquisition by an entity
pursuant to a reorganization, merger or consolidation, unless such
reorganization, merger or consolidation constitutes a Change of Control under
clause (ii) of this Section 9;
(ii) the
consummation of a reorganization, merger or consolidation, unless following
such
reorganization, merger or consolidation sixty percent (60%) or more of the
combined voting power of the then-outstanding voting securities of the entity
resulting from such reorganization, merger or consolidation entitled to vote
generally in the election of directors is then Beneficially Owned, directly
or
indirectly, by all or substantially all of the individuals and entities who
were
the Beneficial Owners, respectively, of the Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation;
(iii) the
(i) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company or (ii) sale or other disposition (in one
transaction or a series of related transactions) of all or substantially
all of
the assets of the Company and its Subsidiaries, unless the successor entity
existing immediately after such sale or disposition is then Beneficially
Owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the Beneficial Owners, respectively, of the Outstanding
Company Voting Securities immediately prior to such sale or
disposition;
(iv) during
any period of twenty-four months, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the "Board"),
and any new director (other than (A) a director nominated by a Person who
has entered into an agreement with the Company to effect a transaction described
in clauses (i), (ii) or (iii) of this Sections 9,
(B) a director whose initial assumption of office occurs as a result of
either an actual or threatened election contest subject to Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (or any successor rule thereto), or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the
Board or (C) a director designated by any Person who is the Beneficial
Owner, directly or indirectly, of securities of the Company representing
10% or
more of the Outstanding Company Voting Securities) whose election by the
Board
or nomination for election by the Company¡¯s stockholders was approved in
advance by a vote of at least two-thirds (2/3) of the directors then still
in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for
any
reason to constitute at least a majority thereof; or
(v) the
Board adopts a resolution to the effect that, for purposes hereof, a Change
of
Control has occurred.
Notwithstanding
the
foregoing, if the award under this Agreement consists of deferred compensation
subject to Section 409A of the Code, the definition of Change of Control
shall be deemed modified to the extent necessary to comply with
Section 409A of the Code.
10. Adjustment
Upon Certain Events.
(i)
The
number and type of Shares which have been authorized for issuance under this
Agreement as well as the exercise or purchase price per Share, as applicable,
covered by this Agreement, shall be proportionately adjusted for any increase
or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split or combination or the payment of a stock dividend (but only on
the
Company¡¯s common stock) or reclassification of the Company¡¯s common stock or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company. Any such adjustment shall be determined
in good faith by the Committee to be appropriate in order to prevent dilution
or
enlargement of the benefits or potential benefits intended to be made available
under this Agreement, and the Committee¡¯s determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issue
by the Company of shares of stock of any class, or securities convertible
into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to this
Agreement.
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(ii)
In
the event of a Change of Control (other than pursuant to Section 11 or
12), if the Committee makes no provision for the assumption
of this
Agreement by the successor corporation, then the Committee shall determine
whether (i) none, all or a portion of the Option shall vest, (ii) the
Option shall terminate as of a date fixed by the Committee which is at least
30 days after the notice thereof to the Option Holder and shall give each
Option Holder the right to exercise his or her Option as to all or any part
of
the Shares, including Shares as to which the Option would not otherwise be
exercisable, or (iii) cause the Option, as of the effective date of any
such event, to be cancelled in consideration of a cash payment or grant of
an
alternative option or award (whether by the Company or any entity that is
a
party to the transaction), or a combination thereof, to the holder of the
cancelled Option, providedthat such payment and/or grant are
substantially equivalent in value to the fair market value of the cancelled
Option as determined by the Committee.
11.
Liquidation. In the event of the dissolution or liquidation of
the Company, other than pursuant to Section 12 in connection with a
Reorganization (as defined below), the Option shall terminate as of a date
to be
fixed by the Committee, provided that not less than 30 days written notice
of
the date so fixed shall be given to the Option Holder and the Option Holder
shall have the right during such period to exercise the Option as to all
or any
part of the Option Shares covered hereby as to which the Option would then
be
exercisable.
12.
Reorganization. In the event of a Reorganization in which the
Company is not the surviving or acquiring company, or in which the Company
is or
becomes a wholly-owned subsidiary of another company or entity after the
effective date of the Reorganization, then (i) if there is no plan or
agreement respecting the Reorganization ("Reorganization Agreement") or
if the Reorganization Agreement does not specifically provide for the change,
conversion or exchange of the Option Shares under outstanding unexercised
Options for securities of another corporation, then the Option shall terminate
as of a date to be fixed by the Committee, provided that not less than
30 days written notice of the date so fixed shall be given to the Option
Holder and the Option Holder shall have the right during such period to exercise
the Option as to all or any part of the Option Shares covered hereby; or
(ii) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion or exchange of
the
Option Shares under outstanding or unexercised options for securities, cash
or
property of another corporation or entity, then the Committee shall adjust
the
Option Shares under such outstanding unexercised Options (and shall adjust
the
Option Shares which are then available to be optioned, if the Reorganization
Agreement makes specific provisions therefor) in a manner not inconsistent
with
the provisions of the Reorganization Agreement for the adjustment, change,
conversion or exchange of such stock and such options. The term
"Reorganization" as used in this Section 12 shall mean any merger,
consolidation, sale of all or substantially all of the assets of the Company,
or
sale, pursuant to an agreement with the Company, of securities of the Company
pursuant to which the Company is or becomes a wholly-owned subsidiary of
another
company or entity after the effective date of the Reorganization
13. Lock Up
Agreement. The Option Holder agrees that upon request of the
Company or the underwriters managing any underwritten offering of the Company's
securities, the Option Holder shall agree in writing that for a period of
time
(not to exceed 180 days) from the effective date of any registration of
securities of the Company, the Option Holder will not sell, make any short
sale
of, loan, grant any option for the purchase of, or otherwise dispose of any
Option Shares issued pursuant to the exercise of the Option, without the
prior
written consent of the Company or such underwriters, as the case may
be.
14. Transfer of
Shares. The Option, the Option Shares, or any interest in either,
may be sold, assigned, pledged, hypothecated, encumbered, or transferred
or
disposed of in any other manner, in whole or in part, only in compliance
with
the terms, conditions and restrictions as set forth in the governing instruments
of the Company, applicable United States federal and state securities laws
and
the terms and conditions this Agreement. Except as set forth in this
Section 14, the Option shall not be transferable by the Option Holder
otherwise than by will or by the laws of descent and distribution, and during
the lifetime of the Option Holder the Option shall be exercisable only by
the
Option Holder. If the Option is exercisable after the death of the
Option Holder or a transferee pursuant to the following sentence, the Option
may
be exercised by the legatees, personal representatives or distributees of
the
Option Holder or such transferee. The Option Holder may irrevocable transfer
the
Option for no consideration to any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or
sister-in-law, including adoptive relationships, of the Option Holder, any
trust
in which these persons have more than 50% of the beneficial interest, any
foundation in which these persons (or the Option Holder) control the management
of assets, and any other entity in which these persons (or the Option Holder)
own more than 50% of the voting interests ("Eligible Transferees"),
providedthat subsequent transfers of transferred Options shall
be
prohibited except those in accordance with the first sentence of this
Section 14. The Committee may, in its discretion, amend the definition of
Eligible Transferees to conform to the coverage rules of Form S-8 under the
Securities Act of 1933 (or any comparable or successor registration statement)
from time to time in effect. Following transfer, any such Options shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer. The events of Termination of Service of Section 8
hereof shall continue to be applied with respect to the original Option Holder,
following which the options shall be exercisable by the transferee only to
the
extent, and
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for
the
periods specified, in Section 8.
15.
Expenses of Issuance of Option Shares. The issuance of stock
certificates upon the exercise of the Option in whole or in part, shall be
without charge to the Option Holder. The Company shall pay, and
indemnify the Option Holder from and against any issuance, stamp or documentary
taxes (other than transfer taxes) or charges imposed by any governmental
body,
agency or official (other than income taxes) by reason of the exercise of
the
Option in whole or in part or the resulting issuance of the Option
Shares.
16.
Withholding. No later than the date of transfer of the Shares
pursuant to the exercise of the Option granted hereunder (and in any event
no
later than three days after Option exercise), the Option Holder shall pay
to the
Company or make arrangements satisfactory to the Committee regarding payment
of
any federal, state or local taxes of any kind required by law to be withheld
upon the exercise of the Option and the Company shall, to the extent permitted
or required by law, have the right to deduct from any payment of any kind
otherwise due to the Option Holder, federal, state and local taxes of any
kind
required by law to be withheld upon the exercise of the Option. With the
approval of the Committee, the Option Holder may elect to pay a portion or
all
of such withholding taxes by (i) delivery of Shares or (ii) having
Shares withheld by the Company from any Shares that would have otherwise
been
received by the Option Holder. The number of Shares so delivered or withheld
shall have an aggregate Fair Market Value on the date of the exercise sufficient
to satisfy the applicable withholding taxes. In addition, with the approval
of
the Committee, the Option Holder may satisfy any additional tax that the
Option
Holder elects to have the Company withhold by delivering to the Company or
its
designated representative Shares already owned by the Option Holder or, in
the
case of Shares acquired through an employee benefit plan sponsored by the
Company or its Subsidiaries, Shares held by the Option Holder for more than
six
months.
17.
No Right to Continued Employment of Service. This Agreement
shall not impose any obligation on the Company, its Subsidiaries or its
affiliates to continue the service of the Option Holder or lessen the
Company¡¯s, Subsidiary¡¯s or affiliate¡¯s right to terminate the service of the
Option Holder.
18.
Not Compensation for Benefit Plans. This Agreement shall be
deemed salary or compensation for the purpose of computing benefits under
any
benefit plan or other arrangement of the Company for the benefit of its
employees or directors unless the Company shall determine
otherwise.
19.
No Rights to Awards; No Stockholder Rights. No Option Holder
shall have any claim to be granted any Option, and there is no obligation
for
uniformity of treatment of Option Holders. No Award shall confer on the Option
Holder any rights to dividends or other rights of a stockholder with respect
to
Shares subject to this Agreement unless and until Shares are duly issued
or
transferred to the Option Holder in accordance with the terms of this Agreement
and, if applicable, the satisfaction of any other conditions imposed by the
Committee.
20.
No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to this Agreement. The Committee shall determine, in its
discretion, whether cash, other options, stock appreciation rights or other
stock based awards, scrip certificates (which shall be in a form and have
such
terms and conditions as the Committee in its discretion shall prescribe)
or
other property shall be issued or paid in lieu of such fractional Shares
or
whether such fractional Shares or any rights thereto shall be forfeited or
otherwise eliminated.
21.
Severability. The
provisions of this
Agreement shall be deemed severable, and the invalidity or unenforceability
of
any one or more of the provisions hereof shall not affect the validity and
enforceability of the other provisions hereof. The Option Holder
agrees that the breach or alleged breach by the Company of (a) any covenant
contained in another agreement (if any) between the Company and the Option
Holder or (b) any obligation owed to the Option Holder by the Company, shall
not
affect the validity or enforceability of the covenants and agreements of
the
Option Holder set forth herein.
22.
References. References herein to rights and obligations of the
Option Holder shall apply, where appropriate, to the Option Holder's legal
representative or estate without regard to whether specific reference to
such
legal representative or estate is contained in a particular provision of
this
Option.
23.
Headings. The headings and other captions in this
Agreement are for convenience of reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of this
Agreement.
24.
Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given
when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If
to the
Company:
Far
East
Energy Corporation
▇▇▇
▇ ▇▇▇
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Attn.:
Secretary
If
to the
Option Holder:
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▇. ▇▇▇▇▇▇▇▇
c/o
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25. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts made
and
to be performed in the State of Texas without regard to conflict of laws
principles.
26. Entire
Agreement. This Agreement constitutes the entire agreement among
the parties relating to the subject matter hereof, and any previous agreement
or
understanding among the parties with respect thereto is superseded by this
Agreement.
27. Modifications. No
change or modification, other than adjustment of the exercise or purchase
price
or the number of shares of common stock purchasable pursuant to this Agreement,
of this Agreement shall be valid unless the same is in writing and signed
by the
parties hereto; provided, however that the Option Holder hereby covenants
and
agrees to execute any amendment of this Agreement which shall be required
or
desirable (in the opinion of the Company or its counsel) in order to comply
with
any rule or regulation promulgated or proposed under the Code.
28. Counterparts. This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.
29. Conflict. To
the extent the provisions of this Agreement conflicts with the terms and
conditions of any written agreement between the Company and the Option Holder,
the terms and conditions of such agreement shall control.
IN
WITNESS WHEREOF, the undersigned
have executed this Agreement effective as of the Date of Grant.
FAR
EAST
ENERGY CORPORATION
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By:
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/s/
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Name:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
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Title:
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Chief
Executive Officer
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/s/
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