ZULU ENERGY
CORP.
AMENDED AND
RESTATED
2008 EQUITY INCENTIVE
PLAN
FORM OF DIRECTOR
NON-INCENTIVE
STOCK OPTION
AGREEMENT
Zulu Energy Corp. (the “Company”),
pursuant to its Amended and Restated 2008 Equity Incentive Plan
(the “Plan”), hereby grants to Optionee listed below
(“Optionee”), an option to purchase the number of
shares of the Company’s Common Stock set forth below, subject
to the terms and conditions of the Plan and this Stock Option
Agreement. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Stock Option
Agreement.
I. NOTICE OF STOCK OPTION
GRANT
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Optionee:
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Date of
Stock Option Agreement:
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Date of
Grant:
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Vesting
Commencement Date:
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Exercise Price per Share:
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Total
Number of Shares Granted:
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Term/Expiration Date:
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[Five years
from grant date]
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Type of
Option:
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Non-Incentive
Stock Option
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Vesting
Schedule:
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The Option
Shares (as defined below) subject to this Stock Option Agreement
are fully vested.
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Termination Period:
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This Option may
be exercised for three years after Optionee ceases to be an
Eligible Person, or such longer period as may be applicable upon
the death or disability of Optionee as provided herein (or, if not
provided herein, then as provided in the Plan), but in no event
later than the Term/Expiration Date as provided above.
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II.
AGREEMENT
1.
Grant of Option
. The Company hereby grants to
Optionee an Option to purchase the number of shares of Common Stock
(the “Option Shares”) set forth in the Notice of Grant
in Section I above (the “Notice of Grant”), at
the exercise price per share set forth in the Notice of Grant (the
“Exercise Price”). Notwithstanding anything to the
contrary anywhere else in this Stock Option Agreement, this grant
of an Option is subject to the terms, definitions, and provisions
of the Plan adopted by the Company, which is incorporated herein by
reference.
If designated in the Notice of Grant as an
Incentive Stock Option, this Option is intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Code;
provided, however , that to the extent that the aggregate
Fair Market Value of stock with respect to which Incentive Stock
Options (within the meaning of Code Section 422, but without regard
to Code Section 422(d)), including the Option, are exercisable for
the first time by Optionee during any calendar year (under the Plan
and all other incentive stock option plans of the Company, if any)
exceeds $100,000, such options shall be treated as not qualifying
under Code Section 422, but rather shall be treated as
Non-Incentive Stock Options to the extent required by Code Section
422. The rule set forth in the preceding sentence shall be applied
by taking options into account in the order in which they were
granted. For purposes of these rules, the Fair Market Value of
stock shall be determined as of the time the option with respect to
such stock is granted.
2.
Exercise of Option
. This Option is exercisable as
follows:
(i) This Option shall be exercisable cumulatively
according to the vesting schedule set out in the Notice of Grant.
For purposes of this Stock Option Agreement, Option Shares subject
to this Option shall vest based on Optionee’s continued
status as an Eligible Person.
(ii) This Option may not be exercised for a fraction
of a Share.
(iii) In the event of Optionee’s death,
disability or other termination of Optionee’s status as an
Eligible Person, the exercisability of the Option is governed by
Sections 7, 8 and 9 below.
(iv) In no event may this Option be exercised after
the date of expiration of the term of this Option as set forth in
the Notice of Grant.
(b)
Method of Exercise
. This Option shall be exercisable
by written Notice (in the form attached as Exhibit A ) (the
“ Exercise Notice ”). The Exercise Notice must
state the number of Option Shares for which the Option is being
exercised, and such other representations and agreements with
respect to such Option Shares as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice must be
signed by Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company. The Exercise Notice must be
accompanied by payment of the Exercise Price plus payment of
any applicable withholding tax. This Option shall be deemed to be
exercised upon receipt by the Company of such written Exercise
Notice accompanied by the Exercise Price and payment of any
applicable withholding tax.
No Option Shares shall be issued pursuant to the
exercise of an Option unless such issuance and such exercise comply
with all relevant provisions of law and the requirements of any
stock exchange upon which the Option Shares may then be listed.
Assuming such compliance, for income tax purposes the Option Shares
shall be considered transferred to Optionee on the date on which
the Option is exercised with respect to such Option
Shares.
3.
Optionee’s
Representations . If the
Option Shares purchasable pursuant to the exercise of this Option
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), at the time this Option
is exercised, Optionee shall, if required by the Company,
concurrently with the exercise of all or any portion of this
Option, deliver to the Company his or her Investment Representation
Statement in the form attached hereto as Exhibit B
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4.
Lock-Up Period
. Optionee hereby agrees that if so
requested by the Company or any representative of the underwriters
(the “Managing Underwriter”) in connection with any
registration of the offering of any securities of the Company under
the Securities Act, Optionee shall not sell or otherwise
transfer any Option Shares or other securities of the Company
during the 180-day period (or such period as may be requested in
writing by the Managing Underwriter and agreed to in writing by the
Company) (the “Market Standoff Period”) following the
effective date of a registration statement of the Company filed
under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period and these
restrictions shall be binding on any transferee of such Option
Shares.
5.
Method of Payment
. Payment of the Exercise Price
shall be by any of the following, or a combination
thereof:
(c) with the consent of the Option Committee, any
method of payment, or combination thereof that is permitted in the
Plan.
6.
Restrictions on
Exercise . If the
issuance of Option Shares upon such exercise or if the method of
payment for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation,
then the Option may also not be exercised. The Company may require
Optionee to make any representation and warranty to the Company as
may be required by any applicable law or regulation before allowing
the Option to be exercised.
7.
Termination of
Relationship . If
Optionee ceases to be an Eligible Person (other than by reason of
Optionee’s death or the total and permanent disability of
Optionee as defined in Code Section 22(e)(3)), Optionee may
exercise this Option, to the extent the Option was vested at the
date on which Optionee ceases to be an Eligible Person, but only
within three years from such date (and in no event later than the
expiration date of the term of this Option set forth in the Notice
of Grant). To the extent that the Option is not vested at the date
on which Optionee ceases to be an Eligible Person, or if Optionee
does not exercise this Option within the time specified herein, the
Option shall terminate.
8.
Disability of Optionee
. If Optionee ceases to be an
Eligible Person as a result of his or her total and permanent
disability as defined in Code Section 22(e)(3), Optionee may
exercise the Option to the extent the Option was vested at the date
on which Optionee ceases to be an Eligible Person, but only within
three years from such date (and in no event later than the
expiration date of the term of this Option as set forth in the
Notice of Grant). To the extent that the Option is not vested at
the date on which Optionee ceases to be an Eligible Person, or if
Optionee does not exercise such Option within the time specified
herein, the Option shall terminate.
9.
Death of Optionee
. If Optionee ceases to be an
Eligible Person as a result of the death of Optionee, the vested
portion of the Option may be exercised at any time within three
years following the date of death (and in no event later than the
expiration date of the term of this Option as set forth in the
Notice of Grant) by Optionee’s estate or by a person who
acquires the right to exercise the Option by bequest or
inheritance. To the
