Exhibit
4.03
NITRO PETROLEUM,
INC.
2009 STOCK INCENTIVE
PLAN
SAMPLE NON-QUALIFIED
STOCK OPTION GRANT AGREEMENT
This Stock Option Grant
Agreement (the “Agreement”) is entered into on [INSERT
DATE], by and between Nitro Petroleum, Inc., a Nevada corporation
(the “Corporation”), and [INSERT OPTIONEE NAME] (the
“Optionee”), effective as of [INSERT GRANT DATE] (the
“Grant Date”).
In consideration of the
premises, mutual covenants and agreements herein, the Corporation
and the Optionee agree as follows:
1.
Grant of
Option .
The Corporation hereby grants to the Optionee, pursuant to the
Nitro Petroleum, Inc. 2009 Stock Incentive Plan (the
“Plan”), a stock option to purchase from the
Corporation, at a price of $[INSERT PRICE] per share (the
“Exercise Price”), up to [INSERT GRANT AMOUNT] shares
of Common Stock of the Corporation, $.001 par value, subject to the
provisions of this Agreement and the Plan (the
“Option”). The Option shall expire at 5:00 p.m. Eastern
Time on the last business day preceding the [INSERT DATE]
anniversary of the Grant Date (the “Expiration Date”),
unless fully exercised or terminated earlier.
2.
Terminology
. Unless stated
otherwise in this Agreement, capitalized terms in this Agreement
shall have the meaning set forth in the Plan.
(a)
Vesting
. Subject to the terms
of the Plan with respect to vesting, the Options granted shall vest
in whole or in part, in accordance with the schedule attached
hereto as Exhibit A [INSERT VESTING SCHEDULE]; provided that
the Optionee is in the continuous employ of, or in a service
relationship with, the Corporation from the Grant Date through the
applicable date upon which such Options become vested. The extent
to which the Options are vested as of a particular vesting date
shall be rounded down to the nearest whole share. However, vesting
is rounded up to the nearest whole share on the last vesting
date.
(b)
Right to
Exercise .
The Optionee shall have the right to exercise the Options from and
after the date upon which they vest and on or before the Expiration
Date or earlier termination of the Options. To the extent not
exercised, the number of shares as to which the Option is
exercisable shall accumulate and remain exercisable, in whole or in
part, at any time after becoming exercisable, but not later than
the Expiration Date or other termination of the Option. In the
event of the Optionee’s termination of employment, the
exercisability is governed by Section 4.
(c)
Exercise
Procedure .
Subject to the conditions set forth in this Agreement, the Option
shall be exercised (to the extent then exercisable) by delivery of
written notice of exercise on any business day to the Corporate
Secretary of the Corporation in such form as the Administrator may
require from time to time. Such notice shall specify the number of
shares in respect to which the Option is being exercised and shall
be accompanied by full payment of the Exercise Price for such
shares in accordance with Section 3(d) of this Agreement. The
exercise shall be effective upon receipt by the Corporate Secretary
of the Corporation of such written notice accompanied by the
required payment. The Option may be exercised only in multiples of
whole shares and may not be exercised at any one time as to fewer
than one hundred shares (or such lesser number of shares as to
which the Option is then exercisable). No fractional shares shall
be issued pursuant to this Option.
(d)
Effect
. The exercise, in
whole or in part, of the Option shall cause a reduction in the
number of shares of Common Stock subject to the Option equal to the
number of shares of Common Stock with respect to which the Option
is exercised.
(e)
Method of
Payment . In
addition to any other method approved by the Administrator, if any,
payment of the Exercise Price shall be by any of the following, or
a combination thereof, as determined by the Administrator in its
discretion at the time of exercise:
(i) by delivery of cash,
certified or cashier’s check, or money order or other cash
equivalent acceptable to Administrator in its sole discretion;
or
(ii) by a
broker-assisted cashless exercise in accordance with
Regulation T of the Board of Governors of the Federal Reserve
System and the following provisions. Subject to such limitations as
the Administrator may determine, at any time during which the
Common Stock is publicly traded on a national securities exchange
or Nasdaq, the Exercise Price shall be deemed to be paid, in whole
or in part, if the Optionee delivers a properly executed exercise
notice, together with irrevocable instructions: (i) to a
brokerage firm approved by the Corporation to deliver promptly to
the Corporation the aggregate amount of sale or loan proceeds to
pay the Exercise Price and any withholding tax obligations that may
arise in connection with the exercise; and (ii) to the
Corporation to deliver the certificates for such purchased shares
directly to such brokerage firm.
(f)
Issuance of Shares
Upon Exercise . Upon due exercise of the Option,
in whole or in part, in accordance with the terms of this
Agreement, the Corporation shall issue to the Optionee, the
brokerage firm specified in the Optionee’s delivery
instructions pursuant to a broker-assisted cashless exercise, or
such other person exercising the Option, as the case may be, the
number of shares of Common Stock so paid for, in the form of fully
paid and non-assessable stock and shall deliver certificates
therefore as soon as practicable thereafter.
(g)
Restrictions on
Exercise and upon Shares Issued upon Exercise
. Notwithstanding any
other provision of the Agreement, the Option may not be exercised
at any time that the Corporation does not have in effect a
registration statement under the Securities Act of 1933, as
amended, relating to the offer of Common Stock to the Optionee
under the Plan, unless the Corporation agrees to permit such
exercise. Upon the issuance of any shares of Common Stock pursuant
to the exercise of the Option, the Optionee will, upon the request
of the Corporation, agree in writing that the Optionee is acquiring
such shares for investment only and not with a view to resale, and
that the Optionee will not sell, pledge or otherwise dispose of
such shares so issued unless (i) the Corporation is furnished
with an opinion of counsel to the effect that registration of such
shares pursuant to the Securities Act of 1933, as amended, is not
required by that Act or by the rules and regulations thereunder;
(ii) the staff of the Securities and Exchange Commission has
issued a “no-action” letter with respect to such
disposition; or (iii) such registration or notification as is,
in the opinion of counsel for the Corporation, required for the
lawful disposition of such shares has been filed by the Corporation
and has become effective; provided, however, that the Corporation
is not obligated hereby to file any such registration or
notification. In addition, the Common Stock issued upon the
exercise of any Options shall be subject to repurchase by the
Corporation for an amount equal to the Exercise Price of such
Options upon the occurrence of an event described in Section 4(d)
of this Agreement. The Corporation may place a legend embodying
such restrictions on the certificates evidencing such
shares.
4.
Termination of
Employment or Service .
(a)
Exercise Period
Following Cessation of Employment or Other Service Relationship, In
General . If
Optionee ceases to be employed by, or in a service relationship
with, the Corporation for any reason other than death, Disability,
or discharge for Cause, (i) the unvested Options shall
terminate immediately upon such cessation, and (ii) the vested
Options shall remain exercisable during the 30-day period following
such cessation, but in no event after the Expiration Date. Unless
sooner terminated, any unexercised vested Options shall terminate
upon the expiration of such 30-day period.
(b)
Death of
Optionee . If
Optionee dies prior to the expiration or other termination of the
Options, (i) the unvested Options shall terminate immediately
upon Optionee’s death, and (ii) the vested Options shall
remain exercisable during the one-year period following
Optionee’s death, but in no event after the Expiration Date,
by Optionee’s executor, personal representative, or the
person(s) to whom the Options are transferred by will or the laws
of descent and distribution. Unless sooner terminated, any
unexercised vested Options shall terminate upon the expiration of
such one-year period.
2
(c)
Disability of
Optionee . If
Optionee ceases to be employed by, or in a service relationship
with, the Corporation as a result of Optionee’s Disability,
(i) the unvested Options shall terminate immediately upon such
cessation, and (ii) the vested Options shall remain
exercisable during the one-year period following such cessation,
but in no event after the Expiration Date. Unless sooner
terminated, any unexercised vested Options shall terminate upon the
expiration of such one-year period.
(d)
Misconduct
. Notwithstanding
anything to the contrary in this Agreement, the Options shall
terminate in thei
