Exhibit 10.1
GEOMET, INC.
2006 LONG-TERM INCENTIVE
PLAN
(Amended and Restated Effective
March 12, 2009)
ARTICLE I. ESTABLISHMENT AND
PURPOSE
1.1 Establishment and
Purpose. GeoMet, Inc.
(“GeoMet” or the “Company”) hereby
establishes the GeoMet, Inc. 2006 Long-Term Incentive Plan, as set
forth in this document. The purposes of the Plan are to attract and
retain highly qualified key employees, officers and directors, to
further align the interests of these individuals with those of the
stockholders of GeoMet, and more closely link compensation with
Company performance. GeoMet is committed to creating long-term
stockholder value. GeoMet’s compensation philosophy is based
on a belief that GeoMet can best create stockholder value if key
employees, officers and directors act and are rewarded as business
owners. GeoMet believes that an equity stake through equity
compensation programs effectively aligns employee and stockholder
interests by motivating and rewarding performance that will enhance
stockholder value.
1.2 Effectiveness and
Term. This Plan
originally became effective on April 17, 2006 (the
“Effective Date”). This amended and restated Plan was
adopted by the Board on March 12, 2009 and is effective as of
that date (the “Restatement Effective Date”). The
amended and restated Plan will be submitted for approval by the
holders of at least a majority of the shares of Common Stock at
Geomet’s 2009 annual stockholder meeting, which is
anticipated to occur on May 8, 2009. If approved by the
holders of at least a majority of the shares of Common Stock,
unless terminated earlier by the Board pursuant to
Section 14.1, the Plan shall terminate on the day prior to the
tenth anniversary of the Restatement Effective Date. If not so
approved, any Awards granted on or after the Restatement Effective
Date in excess of the number of shares of Common Stock available
for grant under the Plan pursuant to Section 4.1(a) or in
excess of the limitations set out in Section 4.1(b) shall be
null and void, and the Plan will terminate on the day prior to the
tenth anniversary of the Effective Date unless terminated earlier
by the Board pursuant to Section 14.1.
ARTICLE II.
DEFINITIONS
2.1 “ Affiliate
” means (a) with respect to Incentive Stock Options, a
“parent corporation” or a “subsidiary
corporation” of GeoMet, as those terms are defined in
Sections 424(e) and (f) of the Code, respectively, and
(b) with respect to other Awards, (i) a “parent
corporation” or a subsidiary corporation” of GeoMet as
defined in (a) above, or (ii) any other person with whom
GeoMet would be considered a single employer under
Section 414(b) of the Code (controlled group of corporations)
or Section 414(c) of the Code (partnerships, proprietorships,
etc., under common control), provided that in applying Code
Sections 1563(a)(1), (2) and (3) for purposes of
determining a controlled group of corporations under
Section 414(b) of the Code, the language “at least 50
percent” shall be used instead of “at least 80
percent” each place it appears in Code Sections 1563(a)(1),
(2) and (3), and in applying Treasury Regulation
Section 1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common
control for purposes of Section 414(c) of the Code, the
language “at least 50 percent” shall be used instead of
“at least 80 percent” each place it appears in Treasury
Regulation Section 1.414(c)-2.
2.2 “ Award
” means an award granted to a Participant in the form of
Options, SARs, Restricted Stock, Restricted Stock Units,
Performance Awards, Stock Awards or Other Incentive Awards, whether
granted singly or in combination.
2.3 “ Award
Agreement ” means a written agreement between GeoMet and
a Participant that sets forth the terms, conditions, restrictions
and limitations applicable to an Award.
2.4 “ Board
” means the Board of Directors of GeoMet.
2.5 “Cash Dividend
Right” means a contingent right, granted in tandem with a
specific Restricted Stock Unit Award, to receive an amount in cash
equal to the cash distributions made by GeoMet with respect to a
share of Common Stock during the period such Award is
outstanding.
2.6 “ Cause
” means a finding by the Committee of acts or omissions
constituting, in the Committee’s reasonable judgment,
(a) a breach of duty by the Participant in the course of his
employment or service involving fraud, acts of dishonesty (other
than inadvertent acts or omissions), disloyalty to the Company, or
moral turpitude constituting criminal felony; (b) conduct by
the Participant that is materially detrimental to the Company,
monetarily or otherwise, or reflects unfavorably on the Company or
the Participant to such an extent that the Company’s best
interests reasonably require the termination of the
Participant’s employment or service; (c) acts or
omissions of the Participant materially in violation of his
obligations under any written employment or other agreement between
the Participant and the Company or at law; (d) the
Participant’s failure to comply with or enforce Company
policies concerning equal employment opportunity, including
engaging in sexually or otherwise harassing conduct; (e) the
Participant’s repeated insubordination; (f) the
Participant’s failure to comply with or enforce, in any
material respect, all other personnel policies of the Company;
(g) the Participant’s failure to devote his full (or
other required) working time and best efforts to the performance of
his responsibilities to the Company; or (h) the
Participant’s conviction of, or entry of a plea agreement or
consent decree or similar arrangement with respect to a felony or
any violation of federal or state securities laws.
2.7 “ Code
” means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor
provisions and regulations.
2.8 “ Committee
” means the Compensation Committee of the Board or such other
committee of the Board as may be designated by the Board to
administer the Plan, which committee shall consist of two or more
members of the Board; provided, however, that with respect to the
application of the Plan to Awards made to Outside Directors, the
“Committee” shall be the Board. During such time as the
Common Stock is registered under Section 12 of the Exchange
Act, each member of the Committee shall be an Outside Director. To
the extent that no Committee exists that has the authority to
administer the Plan, the functions of the Committee shall be
exercised by the Board.
2.9 “ Common
Stock ” means the common stock of GeoMet, $0.001 par
value per share, or any stock or other securities of hereafter
issued or issuable in substitution or exchange for the Common
Stock.
2.10 “ Company
” means GeoMet and any Affiliate.
2.11 “ Corporate
Change ” means (a) the dissolution or liquidation of
GeoMet; (b) a reorganization, merger or consolidation of
GeoMet with one or more corporations (other than a merger or
consolidation effecting a reincorporation of GeoMet in another
state or any other merger or consolidation in which the
stockholders of the surviving corporation and their proportionate
interests therein immediately after the merger or consolidation are
substantially identical to the stockholders of GeoMet and their
proportionate interests therein immediately prior to the merger or
consolidation) (collectively, a “Corporate Change
Merger”); (c) the sale of all or substantially all of
the assets of the Company; or (d) the occurrence of a Change
in Control. Notwithstanding the foregoing, “Corporate
Change” shall not include the Offering or any public offering
of equity of GeoMet pursuant to a registration that is effective
under the Securities Act or any private offering of equity of
GeoMet pursuant to an exemption from the Securities Act. A
“Change in Control” shall be deemed to have occurred if
(a) individuals who were directors of GeoMet immediately prior
to a Control Transaction shall cease, within two years of such
Control Transaction to constitute a majority of the Board (or of
the Board of Directors of any successor to GeoMet or to a company
which has acquired all or substantially all its assets) other than
by reason of an increase in the size of the membership of the
applicable Board that is approved by at least a majority of the
individuals who were directors of GeoMet immediately prior to such
Control Transaction or (b) any entity, person or Group
acquires shares of GeoMet in a transaction or series of
transactions that result in such entity, person or Group directly
or indirectly owning beneficially 50% or more of the outstanding
shares of Common Stock. As used herein, “Control
Transaction” means (a) any tender offer for or
acquisition of capital stock of GeoMet pursuant to which any
person, entity, or Group directly or indirectly acquires beneficial
ownership of 20% or more of the outstanding shares of Common Stock;
(b) any Corporate Change Merger of GeoMet; (c) any
contested election of directors of GeoMet; or (d) any
combination of the foregoing, any one of
which results in a change in voting power
sufficient to elect a majority of the Board. As used herein,
“Group” means persons who act “in concert”
as described in Sections 13(d)(3) and/or 14(d)(2) of the Exchange
Act.
2.12 “ Dividend Unit
Right ” means a contingent right, granted in tandem with
a specific Restricted Stock Unit Award, to have an additional
number of Restricted Stock Units credited to a Participant in
respect of the Award equal to the number of shares of Common Stock
that could be purchased at Fair Market Value with the amount of
each cash distribution made by GeoMet with respect to a share of
Common Stock during the period such Award is
outstanding.
2.13 “ Effective
Date ” means the date this Plan originally became
effective as provided in Section 1.2. “Restatement
Effective Date” is defined in Section 1.2.
2.14 “ Employee
” means an employee of the Company; provided, however, that
the term “Employee” does not include an Outside
Director of the Company.
2.15 “ Exchange
Act ” means the Securities Exchange Act of 1934, as
amended.
2.16 “ Fair Market
Value ” means (a) for so long as the Common Stock is
listed on The NASDAQ Global Market or other exchange or association
on which the Common Stock is traded, the closing price for such
stock as quoted on such exchange for the date the Award is granted
(or if there are no sales for such date of grant, then for the last
preceding business day on which there were sales), (b) if the
Common Stock is traded in the over-the-counter market, the closing
price as reported by NASDAQ on for the date the Award is granted
(or if there was no quoted price for such date of grant, then for
the last preceding business day on which there was a quoted price),
or (c) if the Common Stock is not reported or quoted by any
such organization, fair market value of the Common Stock as
determined in good faith by the Committee using a “reasonable
application of a reasonable valuation method” within the
meaning Section 409A of the Code and the regulations
thereunder. Notwithstanding the foregoing, “Fair Market
Value” with respect to an Incentive Stock Option shall mean
fair market value as determined in good faith by the Committee
within the meaning of Section 422 of the Code.
2.17 “ GeoMet
” means GeoMet, Inc., a Delaware corporation, or any
successor thereto.
2.18 “ Good
Reason ” means any of the following actions if taken
without the Participant’s prior written consent: (a) any
material failure by the Company to comply with its obligations
under the terms of a written employment agreement; (b) any
demotion of the Participant as evidenced by a material reduction in
the Participant’s responsibilities, duties, compensation, or
benefits; or (c) any permanent relocation of the
Participant’s place of business to a location 50 miles or
more from the then-current location. Neither a transfer of
employment among GeoMet and any of its Affiliates, a change in any
co-employment relationship, nor a mere change in job title or
reporting structure constitutes “Good
Reason.”
2.19 “ Grant
Date ” means the date an Award is determined to be
effective by the Committee upon the grant of such Award.
2.20 “ Inability to
Perform ” means and shall be deemed to have occurred if
the Participant has been determined under the Company’s or
any co-employer’s long-term disability plan to be eligible
for long-term disability benefits. In the absence of the
Participant’s participation in, application for benefits
under, or existence of such a plan, “Inability to
Perform” means a finding by the Committee in its sole
judgment that the Participant is, despite any reasonable
accommodation required by law, unable to perform the essential
functions of his position because of an illness or injury for
(a) 60% or more of the normal working days during six
consecutive calendar months or (b) 40% or more of the normal
working days during twelve consecutive calendar months.
2.21 “ Incentive
Stock Option ” means an Option that is intended to meet
the requirements of Section 422(b) of the Code.
2.22 “ NASDAQ
” means The NASDAQ Global Market.
2.23 “ Nonqualified
Stock Option ” means an Option that is not an Incentive
Stock Option.
2.24 “ Offering
” means the offering, sale and issuance by GeoMet of Common
Stock as set forth in that certain offering memorandum dated
January 24, 2006.
2.25 “ Option
” means an option to purchase shares of Common Stock granted
to a Participant pursuant to Article VII. An Option may be either
an Incentive Stock Option or a Nonqualified Stock Option, as
determined by the Committee.
2.26 “ Other
Incentive Award ” means an incentive award granted to a
Participant pursuant to Article XII.
2.27 “ Outside
Director ” means a member of the Board who:
(a) meets the independence requirements of the principal
exchange or quotation system upon which the shares of Common Stock
are listed or quoted, (b) from and after the date on which the
remuneration paid pursuant to the Plan becomes subject to the
deduction limitation under Section 162(m) of the Code,
qualifies as an “outside director” under
Section 162(m) of the Code, (c) qualifies as a
“non-employee director” of GeoMet under Rule 16b-3, and
(d) satisfies independence criteria under any other applicable
laws or regulations relating to the issuance of shares of Common
Stock to Employees.
2.28 “
Participant ” means an Employee or Outside Director
that has been granted an Award; provided, however, that no Award
that may be settled in Common Stock may be issued to a Participant
that is not a natural person.
2.29 “ Performance
Award ” means an Award granted to a Participant pursuant
to Article XI to receive cash or Common Stock conditioned in whole
or in part upon the satisfaction of specified performance
criteria.
2.30 “ Permitted
Transferee ” shall have the meaning given such term in
Section 15.4.
2.31 “ Plan
” means the GeoMet, Inc. 2006 Long-Term Incentive Plan, as in
effect from time to time.
2.32 “ Restricted
Period ” means the period established by the Committee
with respect to an Award of Restricted Stock or Restricted Stock
Units during which the Award remains subject to
forfeiture.
2.33 “ Restricted
Stock ” means a share of Common Stock granted to a
Participant pursuant to Article IX that is subject to such terms,
conditions, and restrictions as may be determined by the
Committee.
2.34 “ Restricted
Stock Unit ” means a fictional share of Common Stock
granted to a Participant pursuant to Article X that is subject to
such terms, conditions, and restrictions as may be determined by
the Committee.
2.35 “ Rule
16b-3 ” means Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation that may be in
effect from time to time.
2.36 “ SEC
” means the United States Securities and Exchange Commission,
or any successor agency or organization.
2.37 “ Securities
Act ” means the Securities Act of 1933, as
amended.
2.38 “ Stock
Appreciation Right ” or “ SAR ” means
a right granted to a Participant pursuant to Article VIII with
respect to a share of Common Stock to receive upon exercise cash,
Common Stock or a combination of cash and Common Stock, equal to
the appreciation in value of a share of Common Stock.
ARTICLE III. PLAN
ADMINISTRATION
3.1 Plan Administrator
and Discretionary Authority. The Plan shall be administered by
the Committee. The Committee shall have total and exclusive
responsibility to control, operate, manage and administer the Plan
in accordance with its terms. The Committee shall have all the
authority that may be necessary or helpful to enable it to
discharge its responsibilities with respect to the Plan. Without
limiting the generality of the preceding sentence, the Committee
shall have the exclusive right to: (a) interpret the Plan and
the Award Agreements executed hereunder; (b) decide all
questions concerning eligibility for, and the amount of, Awards
granted under the Plan; (c) construe any ambiguous provision
of the Plan or any Award Agreement; (d) prescribe the form of
Award Agreements; (e) correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award Agreement;
(f) issue administrative guidelines as an aid to administering
the Plan and make changes in such guidelines as the Committee from
time to time deems proper; (g) make regulations for carrying
out the Plan and make changes in such regulations as the Committee
from time to time deems proper; (h) determine whether Awards
should be granted singly or in combination; (i) to the extent
permitted under the Plan, grant waivers of Plan terms, conditions,
restrictions and limitations; (j) accelerate the exercise,
vesting or payment of an Award when such action or actions would be
in the best interests of the Company; (k) require Participants
to hold a stated number or percentage of shares of Common Stock
acquired pursuant to an Award for a stated period; and
(l) take any and all other actions the Committee deems
necessary or advisable for the proper operation or administration
of the Plan. The Committee shall have authority in its sole
discretion with respect to all matters related to the discharge of
its responsibilities and the exercise of its authority under the
Plan, including without limitation its construction of the terms of
the Plan and its determination of eligibility for participation in,
and the terms of Awards granted under, the Plan. The decisions of
the Committee and its actions with respect to the Plan shall be
final, conclusive and binding on all persons having or claiming to
have any right or interest in or under the Plan, including without
limitation Participants and their respective Permitted Transferees,
estates, beneficiaries and legal representatives.
3.2 Liability;
Indemnification. No member of the Committee, nor any person to
whom it has delegated authority, shall be personally liable for any
action, interpretation or determination made in good faith with
respect to the Plan or Awards granted hereunder, and each member of
the Committee (or delegatee of the Committee) shall be fully
indemnified and protected by GeoMet with respect to any liability
he may incur with respect to any such action, interpretation or
determination, to the maximum extent permitted by applicable
law.
ARTICLE IV. SHARES SUBJECT TO THE
PLAN
4.1 Available
Shares.
(a) Subject
to adjustment as provided in Section 4.2, the maximum number
of shares of Common Stock that shall be available for grant of
Awards under the Plan shall be 4,000,000 shares of Common
Stock; provided, however, that if the amended and restated Plan is
not approved by Geomet’s stockholders as provided in
Section 1.2, the maximum number of shares of Common Stock that
shall be available for grant of Awards under the Plan shall be
2,000,000 shares of Common Stock.
(b) The
maximum aggregate number of shares of Common Stock that may be
issued under the Plan through Incentive Stock Options is
4,000,000 ; provided, however, that if the amended and
restated Plan is not approved by Geomet’s stockholders as
provided in Section 1.2, the maximum aggregate number of
shares of Common Stock that may be issued under the Plan through
Incentive Stock Options is 2,000,000 . The maximum number of
shares of Common Stock that may be subject to all Awards granted
under the Plan to any one Participant (i) during the
fiscal
year of GeoMet in which the
Participant is first hired by the Company is 500,000 shares
and (ii) during each subsequent fiscal year is 400,000
shares; provided, however, that if the amended and restated Plan is
not approved by Geomet’s stockholders as provided in
Section 1.2, the maximum number of shares of Common Stock that
may be subject to all Awards granted under the Plan to any one
Participant (i) during the fiscal year of GeoMet in which the
Participant is first hired by the Company is 200,000 shares
and (ii) during each subsequent fiscal year is 100,000
shares. The limitations provided in this Section 4.1(b) shall
be subject to adjustment as provided in
Section 4.2.
(c) Shares of
Common Stock issued pursuant to the Plan may be original issue or
treasury shares or a combination of the foregoing, as the
Committee, in its sole discretion, shall from time to time
determine. During the term of this Plan, GeoMet will at all times
reserve and keep available such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the
Plan.
(d) Notwithstanding any
provision of this Plan to the contrary, the Board or the Committee
shall have the right to substitute or assume awards in connection
with mergers, reorganizations, separations or other transactions to
which Section 424(a) of the Code applies, provided such
substitutions or assumptions are permitted by Section 424 of
the Code (or, if applicable, Section 409A of the Code) and the
regulations promulgated thereunder.
4.2 Adjustments for
Recapitalizations and Reorganizations. Subject to Article XIII,
if there is any change in the number or kind of shares of Common
Stock outstanding (a) by reason of a stock dividend, spin-off,
recapitalization, stock split, or combination or exchange of
shares, (b) by reason of a merger, reorganization, or
consolidation, (c) by reason of a reclassification or change
in par value, or (d) by reason of any other extraordinary or
unusual event affecting the outstanding Common Stock as a class
without GeoMet’s receipt of consideration, or if the value of
outstanding shares of Common Stock is reduced as a result of a
spin-off or GeoMet’s payment of an extraordinary cash
dividend, or distribution or dividend or distribution consisting of
any assets of GeoMet other than cash, the maximum number and kind
of shares of Common Stock available for issuance under the Plan,
the maximum number and kind of shares of Common Stock for which any
individual may receive Awards in any fiscal year or under the Plan,
the number and kind of shares of Common Stock covered by
outstanding Awards, and the price per share or the applicable
market value or performance target of such Awards may be
appropriately adjusted by the Committee to reflect any increase or
decrease in the number of, or change in the kind or value of,
issued shares of Common Stock to preclude, to the extent
practicable, the enlargement or dilution of rights under such
Awards; provided, however, that any fractional shares resulting
from such adjustment shall be eliminated; provided, further, that
the number and kind of shares of Common Stock available for
issuance as Incentive Stock Options under the Plan shall be
adjusted only in accordance with Sections 422 and 424 of the Code
and the regulations thereunder. Notwithstanding the provisions of
this Section 4.2, outstanding Awards and Award Agreements
shall be adjusted in accordance with (a) Sections 422 and 424
of the Code and the regulations thereunder with respect to
Incentive Stock Options and (b) Section 409A of the Code
and the regulations thereunder with respect to Nonqualified Stock
Options, SARs and, to the extent applicable, other
Awards.
4.3 Adjustments for
Awards. The Committee shall have sole discretion to determine
the manner in which shares of Common Stock available for grant of
Awards under the Plan are counted. Without limiting the discretion
of the Committee under this Section 4.3, unless otherwise
determined by the Committee, the following rules shall apply for
the purpose of determining the number of shares of Common Stock
available for grant of Awards under the Plan:
(a)
Options, Restricted Stock and Stock Awards. The grant of
Options, Restricted Stock or Stock Awards shall reduce the number
of shares of Common Stock available for grant of Awards under the
Plan by the number of shares of Common Stock subject to such an
Award.
(b)
SARs. The grant of SARs that may be paid or settled
(i) only in Common Stock or (ii) in either cash or Common
Stock shall reduce the number of shares available for grant of
Awards under the Plan by the number of shares subject to such an
Award; provided, however, that upon the exercise of SARs, the
excess of the number of shares of Common Stock with respect to
which the Award is exercised over the number of shares of Common
Stock issued upon exercise of the Award shall again be available
for grant of Awards under the Plan. The grant of SARs that may be
paid or settled only for cash shall not affect the number of shares
available for grant of Awards under the Plan.
(c)
Restricted Stock Units. The grant of Restricted Stock Units
(including those credited to a Participant in respect of a Dividend
Unit Right) that may be paid or settled (i) only in Common
Stock or (ii) in either cash or Common Stock shall reduce the
number of shares available for grant of Awards under the Plan by
the number of shares subject to such an Award; provided, however,
that upon settlement of the Award, the excess, if any, of the
number of shares of Common Stock that had been subject to such
Award over the number of shares of Common Stock issued upon its
settlement shall again be available for grant of Awards under the
Plan. The grant of Restricted Stock Units that may be paid or
settled only for cash shall not affect the number of shares
available for grant of Awards under the Plan.
(d)
Performance Awards and Other Incentive Awards. The grant of
a Performance Award or Other Incentive Award in the form of Common
Stock or that may be paid or settled (i) only in Common Stock
or (ii) in either Common Stock or cash shall reduce the number
of shares available for grant of Awards under the Plan by the
number of shares subject to such an Award; provided, however, that
upon settlement of the Award, the excess, if any, of the number of
shares of Common Stock that had been subject to such Award over the
number of shares of Common Stock issued upon its settlement shall
again be available for grant of Awards under the Plan. The grant of
a Performance Award or Other Incentive Award that may be paid or
settled only for cash shall not affect the number of shares
available for grant of Awards under the Plan.
(e)
Cancellation, Forfeiture and Termination. If any Award
referred to in Sections 4.3(a), (b), (c), or (d) (other than
an Award that may be paid or settled only for cash) is canceled or
forfeited, or terminates, expires or lapses, for any reason, the
shares then subject to such Award shall again be available for
grant of Awards under the Plan.
(f)
Payment of Exercise Price and Withholding Taxes. If
previously acquired shares of Common Stock are used to pay the
exercise price of an Award, the number of shares available for
grant of Awards under the Plan shall be increased by the number of
shares delivered as payment of such exercise price. If previously
acquired shares of Common Stock are used to pay withholding taxes
payable upon exercise, vesting or payment of an Award, or shares of
Common Stock that would be acquired upon exercise, vesting or
payment of an Award are withheld to pay withholding taxes payable
upon exercise, vesting or payment of such Award, the number of
shares available for grant of Awards under the Plan shall be
increased by the number of shares delivered or withheld as payment
of such withholding taxes.
ARTICLE V.
ELIGIBILITY
The Committee shall select
Participants from those Employees and Outside Directors that, in
the opinion of the Committee, are in a position to make a
significant contribution to the success of the Company. Once a
Participant has been selected for an Award by the Committee, the
Committee shall determine the type and size of Award to be granted
to the Participant and shall establish in the related Award
Agreement the terms, conditions, restrictions and limitations
applicable to the Award, in addition to those set forth in the Plan
and the administrative guidelines and regulations, if any,
established by the Committee. Notwithstanding the foregoing,
Employees and Outside Directors that provide services to Affiliates
that are not considered a single employer with GeoMet under Code
Section 414(b) or Code
Section 414(c) shall not be eligible to
receive Awards which are subject to Code Section 409A until
the Affiliate adopts this Plan as a participating employer in
accordance with Section 15.19.
ARTICLE VI. FORM OF
AWARDS
6.1 Form
of Awards. Awards may be
granted under the Plan, in the Committee’s sole discretion,
in the form of Options pursuant to Article VII, SARs pursuant to
Article VIII, Restricted Stock pursuant to Article IX, Restricted
Stock Units pursuant to Article X, Performance Awards pursuant to
Article XI, and Stock Awards and Other Incentive Awards pursuant to
Article XII, or a combination thereof. All Awards shall be subject
to the terms, conditions, restrictions and limitations of the Plan.
The Committee may, in its sole discretion, subject any Award to
such other terms, conditions, restrictions and/or limitations
(including without limitation the time and conditions of exercise,
vesting or payment of an Award and restrictions on transferability
of any shares of Common Stock issued or delivered pursuant to an
Award), provided they are not inconsistent with the terms of the
Plan. The Committee may, but is not required to, subject an Award
to such conditions as it determines are necessary or appropriate to
ensure that an Award constitutes “qualified performance based
compensation” within the meaning of Section 162(m) of
the Code and the regulations thereunder. Awards under a particular
Article of the Plan need not be uniform, and Awards under more than
one Article of the Plan may be combined in a single Award
Agreement. Any combination of Awards may be granted at one time and
on more than one occasion to the same Participant. Subject to
compliance with applicable tax law, an Award Agreement may provide
that a Participant may elect to defer receipt of income
attributable to the exercise or vesting of an Award.
6.2 No
Repricing or Reload Rights. Except for adjustments made pursuant to
Section 4.2, no Award may be repriced, replaced, regranted
through cancellation or otherwise modified without stockholder
approval, if the effect would be to reduce the exercise price for
the shares underlying such Award. The Committee may not cancel an
outstanding Option that is under water for the purpose of granting
a replacement Award of a different type.
6.3 Loans.
The Committee may, in its sole
discretion, approve the extension of a loan by the Company to a
Participant who is an Employee to assist the Participant in paying
the exercise price or purchase price of an Award; provided,
however, that no loan shall be permitted if the extension of such
loan would violate any provision of applicable law. Any loan will
be made upon such terms and conditions as the Committee shall
determine.
ARTICLE VII.
OPTIONS
7.1 General. Awards
may be granted in the form of Options that may be Incentive Stock
Options or Nonqualified Stock Options, or a combination of both.
Incentive Stock Options may be granted only to Employees of GeoMet
or a “parent corporation” or a “subsidiary
corporation” of GeoMet, as those terms are defined in
Sections 424(e) and (f) of the Code, respectively.
Nonqualified Stock Options may be granted only to Employees and
Outside Directors performing services for GeoMet or a corporation
or other type of entity in a chain of corporations or other
entities in which each corpo
