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PLATINA ENERGY GROUP, INC.
a Delaware corporation
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE 2005 STOCK OPTION PLAN
Between:
PLATINA ENERGY GROUP, INC.,
a Delaware corporation (the “ Company
”), and Blair J. Merriam
(the “ Employee
”), dated effective March 28, 2007.
The Company hereby grants
to the Employee an option (the “ Option
”) to purchase 2,000,000 shares of the Company’s
$.001 par value common stock (“ Stock
”) under the Platina Energy Group, Inc. 2005 Stock
Option Plan (the “ Plan
”) upon the following terms and
conditions:
1.
Purchase
Price . The purchase price of the Stock
shall be $0.09 per share, which is not less than the fair
market value of the Stock on the date of this
Agreement.
2.
Incentive Stock
Option . The Option shall be an Incentive
Stock Option, as defined in the Plan.
3.
Period of
Exercise . The Option will expire five (5)
years from the date of this Agreement. The Option
may be exercised only while the Employee is actively employed
by the Company and as provided in Section 6, dealing with
termination of employment.
This Option may not be
exercised for less than fifty shares at any time unless the
number of shares purchased is the total number purchasable at
the time under the Option.
Where the Employee holds
(whether under this Option alone or under this Option in
conjunction with other incentive stock options) incentive
stock options upon shares of the Company’s common stock
having an aggregate fair market value (determined at the time
of grant of each option) exceeding $100,000, the $100,000
Limitation set forth in Section 4 below may impose additional
limitations upon the exercisability of this Option and any
other incentive stock options granted to the
Employee.
4.
$100,000
Limitation . Notwithstanding anything to
the contrary contained herein, the total fair market value
(determined as of the date of grant of an option) of shares
of stock with respect to which this Option (and any other
incentive stock options granted by the Company) shall become
exercisable for the first time during any calendar year shall
not exceed $100,000 for the options to be “incentive
stock options.” (Hereinafter this
limitation is sometimes referred to as the “$100,000
Limitation.”) If in any calendar year shares
of stock having a fair market value of more than $100,000
first would become exercisable, but for the limitations of
this section, this Option shall be exercisable in such
calendar year only for shares having a fair market value not
exceeding $100,000. (Hereinafter, shares with
respect to which this Option is not exercisable in a calendar
year due to the $100,000 Limitation are referred to as
“Excess Shares.”)
This Option shall become
exercisable with respect to Excess Shares from a calendar
year in the next succeeding calendar year (subject to any
other restrictions on exercise which may be contained
herein), provided that the $100,000 limitation shall also be
applied to such succeeding calendar year. Subject
to the term of this Option, such carryovers of Excess Shares
shall be made to succeeding calendar years, including
carryovers of any Excess Shares from previous calendar years,
without limitation.
If as of the date of this
Agreement the Employee already holds incentive stock options
granted by the Company (hereinafter any such incentive stock
options are referred to as “Prior Options”), and
the fair market value (determined as the date of grant of
each option) of the shares subject to this Option and the
Prior
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