Exhibit
10.2
Stock
Option Agreement dated March 25, 2009
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"); HOWEVER,
THE SHARES THAT WOULD ISSUE HAVE BEEN REGISTERED [OR ARE EXPECTED
TO BE REGISTERED PRIOR TO THE TIME SUCH SHARES WILL ISSUE].
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID
ACT.
Option
to Purchase
500,000
SHARES
Wentworth
Energy, Inc.
(Incorporated
under the laws of the State of Oklahoma)
OPTION
CERTIFICATE FOR THE PURCHASE OF SHARES OF THE
$0.001
PAR VALUE COMMON STOCK OF WENTWORTH ENERGY, INC.
1.
For
value received, Wentworth Energy, Inc. (the “Company”),
hereby grants to David W. Steward of 420 Reunion Street, Fairfield,
Texas, 75840 (the “Holder”) pursuant to the
Company’s 2007 Stock Incentive Plan dated February 15, 2007
the option (the “Option”), subject to the terms and
conditions hereinafter set forth, to purchase up to 500,000 shares
of the common stock of the Company at a price of $0.03 per share
(the “Option Price”).
2.
Subject
to Section 3, the Option to purchase shares may be exercised in
whole or in part at any time until the close of business on March
24, 2014. Such exercise shall be accomplished by tender to
the Company of the purchase price (referred to herein as the
“Exercise Price”) of either in cash or by certified
check or bank cashier's check payable to the order of the Company,
together with presentation and surrender to the Company of this
Option with an executed subscription in substantially the form
attached hereto as Exhibit A. Fractional shares of the
Company's common stock will not be issued upon the exercise of this
Option. If such exercise of the Option is in part, the
Company will issue to the Holder a new Option of like tenor for the
balance of the remaining shares of the Option. Upon twenty
(20) days' prior written notice to all holders of the Options, the
Company shall have the right to reduce the Option Price and/or
extend the term of the Options.
3.
Upon
termination of the consulting agreement between the Holder and the
Company dated as of November 16, 2007 (the “Consulting
Agreement”), other than in the event of the death of the
Holder during the term hereof, the Holder or the personal
representative(s) of his estate, as the case may be, may exercise
the Option with respect to those shares exercisable as of the date
of such termination for a period of thirty (30) days from the date
of such termination or until the expiration of the stated term of
the Option, whichever period is shorter, and only to the extent
that the Holder was entitled to exercise the Option at the date of
such termination. In the event of the death of the Holder,
the Option shall be exercisable only within six months after the
date of such death and then only by the person or persons to whom
the Holder’s rights under the Option shall pass by the
Holder’s will or the laws of descent and distribution, and
only to the extent that the Holder was entitled to exercise the
Option at the date of the Holder’s death. Nothing
contained within this agreement shall confer upon the Holder
any
right
with respect to continuance as a consultant or employee of the
Company or its subsidiaries.
4.
The
Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued common stock the
number of shares of its common stock issuable upon the exercise of
this and all other Options of like tenor then outstanding. The
Company further covenants and agrees that all shares of common
stock that may be delivered upon the exercise of this Option will,
upon delivery, be fully paid and non-assessable and free from all
taxes, liens and charges with respect to the purchase thereof
hereunder.
5.
This
Option does not entitle the Holder to any voting rights or other
rights as a shareholder of the Company, nor to any other rights
whatsoever except the rights herein set forth, and no dividend
shall be payable or accrue by reason of this Option or the interest
represented hereby, or the shares purchasable hereunder, until or
unless, and except to the extent that, this Option is
exercised.
6.
The
Option Price and the number of shares purchasable upon the exercise
of this Option are subject to
