Option No.:
_______
NEW GENERATION BIOFUELS
HOLDINGS, INC.
2007 OMNIBUS INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
New Generation
Biofuels Holdings, Inc., a Florida corporation (the
“Company”), hereby grants an option to purchase shares
of its common stock, $.001 par value, (the “Stock”) to
the optionee named below. Additional terms and
conditions of the grant are set forth in this cover sheet and in
the attachment (collectively the “Agreement”), and in
the Company’s 2007 Omnibus Incentive Plan (the
“Plan”).
Grant
Date: __________________, 200__
Name of
Optionee: _________________________________________________
Optionee’s Employee Identification
Number: _____-____-_____
Number of
Shares Covered by Option: ______________
Option Price
per Share: $_____.___ (At least 100% of Fair Market
Value)
Vesting Start
Date: _________________, ____
By signing this cover sheet, you agree to all of
the terms and conditions described in the attached Agreement and in
the Plan, a copy of which is also attached. You
acknowledge that you have carefully reviewed the Plan, and agree
that the Plan will control in the event any provision of this
Agreement should appear to be inconsistent with the
Plan. Certain capitalized terms used in this Agreement
are defined in the Plan, and have the meaning set forth in the
Plan.
Optionee: ________________________________________________________________________________________________________________
Company: ________________________________________________________________________________________________________________
Title: ________________________________________________________________________________________________________________
This is not a stock certificate or a
negotiable instrument.
NEW GENERATION BIOFUELS
HOLDINGS, INC.
2007 OMNIBUS INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
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Incentive
Stock Option
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This option is
intended to be an incentive stock option under Section 422 of the
Internal Revenue Code and will be interpreted
accordingly. If you cease to be an employee of the
Company, its parent or a subsidiary ("Employee") but continue to
provide Service, this option will be deemed a nonstatutory stock
option three months after you cease to be an
Employee. In addition, to the extent that all or part of
this option exceeds the $100,000 rule of section 422(d) of the
Internal Revenue Code, this option or the lesser excess part will
be deemed to be a nonstatutory stock option.
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Vesting
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This option is
only exercisable before it expires and then only with respect to
the vested portion of the option. Subject to the
preceding sentence, you may exercise this option, in whole or in
part, to purchase a whole number of vested shares not less than 100
shares, unless the number of shares purchased is the total number
available for purchase under the option, by following the
procedures set forth in the Plan and below in this
Agreement.
Your right to
the Stock underlying this Option Agreement vests according to
Attachment A , “Vesting Schedule”, provided you
then continue in Service. The resulting aggregate number
of vested shares will be rounded down to the nearest whole number,
and you cannot vest in more than the number of shares covered by
this option.
No additional
shares of Stock will vest after your Service has terminated for any
reason.
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Term
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Your option
will expire in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the cover sheet.
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Notice of
Exercise
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When you wish
to exercise this option, you must notify the Company by filing the
proper “Notice of Exercise” form at the address given
on the form. Your notice must specify how many shares
you wish to purchase (in a parcel of at least 100 shares
generally). Your notice must also specify how your
shares of Stock should be registered (e.g. in your name only or in
your and your spouse’s names as joint tenants with right of
survivorship). The notice will be effective when it is
received by the Company.
If someone else
wants to exercise this option after your death, that person must
prove to the Company’s satisfaction that he or she is
entitled to do so.
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Form of
Payment
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When you submit
your notice of exercise, you must include payment of the option
price for the shares you are purchasing. Payment may be
made in one (or a combination) of the following forms:
· Cash,
your personal check, a cashier’s check, a money order or
another cash equivalent acceptable to the Company.
· Shares
of Stock which have already been owned by you and which are
surrendered to the Company. The value of the shares,
determined as of the effective date of the option exercise, will be
applied to the option price.
· By
delivery (on a form prescribed by the Company) of an irrevocable
direction to a licensed securities broker acce
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