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EXHIBIT 10.4.3
CALPINE CORPORATION
ANNUAL EXECUTIVE
NON-QUALIFIED STOCK OPTION AGREEMENT
(Pursuant to the 2008 Equity Incentive Plan)
OPTION granted _______________ on March 5, 2008 (the "Grant
Date"), by Calpine Corporation, a Delaware corporation (the
"Corporation"), to [______] (the "Grantee") pursuant to this
Non-Qualified Stock Option Agreement ("Stock Option
Agreement").
1.
GRANT OF OPTION. The Corporation
hereby grants to the Grantee the irrevocable Option to purchase, on
the terms and subject to the conditions set forth herein and in the
Plan (as defined below), up to [
] fully paid and nonassessable shares
("Total Shares") of the Corporation's Common Stock, par value $.001
per share, at the option price of $____ per share, being not
less than 100% of the fair market value of such Common Stock on the
Grant Date.
The
Option is granted pursuant to the Corporation's 2008 Equity
Incentive Plan (the "Plan"), a copy of which is attached
hereto. The Option is subject in its entirety to all the
applicable provisions of the Plan as in effect on the Grant
Date, which are hereby incorporated herein by
reference. The Option is not intended to qualify as
an “incentive stock option” within the meaning of
Section 422 of the Code. Except as otherwise
provided herein, or unless the context clearly indicates
otherwise, capitalized terms not otherwise defined herein
shall have the same definitions as provided in the
Plan.
2.
PERIOD OF OPTION. The period of the
Option shall commence on the Grant Date and expire on the tenth (10
th
) anniversary of the Grant Date ("Option
Period"). Notwithstanding the foregoing, upon a
termination of employment or service with the Corporation, the
Option shall expire in accordance with Section 13 of the
Plan.
The
Option (or any lesser amount thereof) may be exercised from
time to time during the Option Period as to the number of
Total Shares allowable under Section 3 below and the
Plan.
3.
EXERCISE OF OPTION. The Option is
cumulatively exercisable ("vested") in installments in accordance
with the following schedule, provided the Grantee has been
continuously employed by the Corporation beginning on the Grant
Date and ending on the anniversary dates of January 31, 2008 (the
"Vesting Start Date") set forth below:
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Anniversary Date of the
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Cumulative Percentage
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Vesting
Start Date
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of Total Shares Subject
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Option
Purchasable
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First
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33-1/3%
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Second
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66-2/3%
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Third
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100%
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Continuous
employment includes any paid leaves of absence, but does not
include any unpaid leaves of absence.
Notwithstanding
any other provision herein to the contrary, upon the
occurrence of a Change in Control (as defined in the Plan),
the Option shall become immediately vested in
full.
4.
SECURITIES ACT REQUIREMENTS. In
addition to the requirements set forth herein and in the Plan, (i)
the Option shall not be exercisable in whole or in part, and the
Corporation shall not be obligated to issue any shares of Common
Stock subject to any such Option, if such exercise and sale or
issuance would, in the opinion of counsel for the Corporation,
violate the Securities Act of 1933 (the "1933 Act") or other
Federal or state statutes having similar requirements, as they may
be in effect at that time; and (ii) each Option shall be subject to
the further requirement that, at any time that the Committee shall
determine, in its discretion, that the listing, registration or
qualification of the shares of Common Stock subject to such Option
under any securities exchange requirements or under any applicable
law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection
with, the issuance of shares of Common Stock, such Option may not
be exercised in whole or in part unless such listing, registration,
qualification, consen
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