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MANAS PETROLEUM
CORPORATION
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NONSTATUTORY STOCK OPTION
AGREEMENT
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(Non-Investor
Relations)
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THIS NONSTATUTORY STOCK OPTION AGREEMENT (“ Agreement ”) is made and
entered into as of the date set forth below, by and between
MANAS PETROLEUM CORPORATION , a Nevada corporation (the
“ Company ”), and the following Director of the
Company (herein, the “ Optionee ”):
In consideration of the covenants
herein set forth, the parties hereto agree as follows:
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(a)
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Date of
Option:
August 10, 2009
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(b)
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Optionee:
Dr. Richard Schenz
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(c)
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Number of
Shares: 500,000
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(d)
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Exercise
Price: $0.68
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2.
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Acknowledgements.
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(a)
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The Board of Directors (the
“ Board ” which term shall include an authorized
committee of the Board of Directors, if one has been appointed) has
heretofore adopted the MANAS PETROLEUM CORPORATION 2007 REVISED
OMNIBUS PLAN (the “ Plan ”), pursuant to which
this Option is being granted; and
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(b)
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The Board has authorized the
granting to Optionee of a nonstatutory stock option (the“
Option ”) to purchase shares of common stock of the
Company ( “Common Shares ”) upon the terms and
conditions hereinafter stated.
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3.
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Shares; Price.
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3.1
The Company hereby grants to Optionee the non-transferable
right to purchase, upon and subject to the terms and conditions
herein stated, the number of Common Shares set forth in Section
1(c) above (the “ Shares ”) for cash (or other
consideration as is authorized under the Plan and acceptable to the
Board, in its sole and absolute discretion) at the price per Share
set forth in Section 1(d) above (the “ Exercise Price
”).
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4.
Term of Option.
4.1 This
Option shall expire, and all rights hereunder to purchase the
Shares shall terminate, November 21, 2018 or, if earlier, upon the
date and for the reasons specified in Section 7 or Section 8,
below. Nothing contained herein shall be construed to interfere in
any way with the right of the Company to terminate the relationship
between it and Optionee, or to increase or decrease the
compensation paid to Optionee, if any, from the rate in effect as
of the date hereof.
5.
Vesting of Option.
5.1
Subject to the provisions of Sections 7 and 8 hereof, this Option
shall become exercisable during the period that Optionee serves as
a consultant, employee, officer or director of the Company, in
quarterly instalments equal to one-twelfth of the total number of
Shares; subject, however, to proration to account for any partial
calendar quarter at the beginning of the vesting period. The first
instalment shall become exercisable on the first day of the first
full calendar quarter after the date of this Agreement and each
subsequent instalment shall become exercisable on the first day of
each successive calendar quarter thereafter. The instalments shall
be cumulative (i.e., this option may be exercised, as to any or all
Shares covered by an instalment, at any time or times after an
instalment becomes exercisable and until expiration or termination
of this option).
6.
Exercise.
6.1 This
Option shall be exercised by delivery to the Company of:
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(a)
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written notice of exercise
stating the number of Shares being purchased (in whole shares only)
and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A;
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(b)
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a cashier’s cheque, bank
draft, wire transfer (pursuant to wire transfer instructions that
will be supplied by the Company upon request) or cash in the amount
of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors
consistent with the Plan); and
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(c)
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a written investment
representation as provided for in Section 13 hereof.
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Except as otherwise expressly
permitted in Section 8, below, this Option shall not be
assignable or transferable and may be exercised only by
Optionee during his or her lifetime.
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7.
Termination of Service.
7.1 If
Optionee’s service as a consultant, employee, officer or
director of the Company terminates for any reason, no further
instalments shall vest pursuant to Section 5 and Optionee shall
have the right at any time within ninety (90) days following such
termination of services or the remaining term of this Option,
whichever is less, to exercise in whole or in part this Option to
the extent, but only to the extent, that this Option was
exercisable as of the date Optionee ceased to be any one or more of
a consultant, employee, officer or director of the Company;
provided, however, if Optionee is terminated for reasons that would
justify a termination of employment “ for cause
” as contemplated by applicable law, the foregoing right to
exercise shall automatically terminate on the date Optionee ceases
to be any one or more of a consultant, employee, officer or
director of the Company as to all Shares covered by this Option not
exercised prior to termination. Unless earlier terminated, all
rights under this Option shall terminate in any event on the
expiration date of this Option as defined in Section 4
hereof.
8.
Death of Optionee.
8.1 If
the Optionee shall die while serving as any of a consultant,
employee, officer or director of the Company, Optionee’s
personal representative or the person entitled to Optionee’s
rights hereunder may at any time within ninety (90) days after the
date of Optionee’s death, or during the remaining term of
this Option, whichever is the lesser, exercise this Option and
purchase Shares to the extent, but only to the extent, that
Optionee could have exercised this Option as of the date of
Optionee’s death; provided, in any case, that this Option may
be so exercised only to the extent that this Option has not
previously been exercised by Optionee.
9.
No Rights as Shareholder.
9.1
Optionee shall have no rights as a shareholder with respect to the
Shares covered by any instalment of this Option until the effective
date of the issuance of Shares following exercise of this Option,
and no adjustment will be made for dividends or other rights for
which the record date is prior to the date such stock certificate
or certificates are issued except as provided in Section 10
hereof.
10.
Recapitalization.
10.1 Subject
to any required action by the shareholders of the Company, the
number of Shares covered by this Option, and the Exercise Price
thereof, shall be proportionately adjusted for any increase or
decrease in the number of issued Common Shares resulting from a
subdivision or consolidation of Common Shares or the payment of a
stock dividend, or any other increase or decrease in the number of
such Common Shares effected without receipt of consideration by the
Company; provided however that the conversion of any convertible
securities of the Company shall not be deemed having been
“effected without receipt of consideration by the
Company.”
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10.2 In the event
of a proposed dissolution or liquidation of the Company, a merger
or consolidation in which the Company is not the surviving entity,
or a sale of all or substantially all of the assets or capital
stock of the Company (collectively, a “ Reorganization
”), this Option shall terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by
the Board; provided, however, if Optionee shall be a consultant,
employee, officer or director of the Company at the time such
Reorganization is approved by the stockholders, Optionee shall have
the right to exercise this Option as to all or any part of the
Shares, without regard to the instalment provisions of Section 5,
for a period beginning 30 days prior to the consummation of such
Reorganization and ending as of the Reorganization or the
expiration of this Option, whichever is earlier, subject to the
consummation of the Reorganization. In any event, the Company shall
notify Optionee, at least 30 days prior to the consummation of such
Reorganization, of his exercise rights, if any, and that the Option
shall terminate upon the consummation of the
Reorganization.
10.3 Subject to
any required action by the shareholders of the Company, if the
Company shall be the surviving entity in any merger or
consolidation, this Option thereafter shall pertain to and apply to
the securities to which a holder of Common Shares equal to the
Shares subject to this Option would have been entitled by reason of
such merger or consolidation, and the instalment provisions of
Section 5 shall continue to apply.
10.4 In the event
of a change in the Common Shares of the Company as presently
constituted, which is limited to a change of all of its authorized
Common Shares without par value into the same number of Common
Shares with a par value, the shares resulting from any such change
shall be deemed to be the Shares within the meaning of this
Option.
10.5 To the
extent that the foregoing adjustments relate to Common Shares or
securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding
and conclusive. Except as hereinbefore expressly provided, Optionee
shall have no rights by reason of any subdivision or consolidation
of Common Shares of any class or the payment of any stock dividend
or any other increase or decrease in the number of shares of stock
of any class, and the number and price of Shares subject to this
Option shall not be affected by, and no adjustments shall be made
by reason of, any dissolution, liquidation, merger, consolidation
or sale of assets or capital stock, or any issue by the Company of
shares of stock of any class or securities convertible into shares
of stock of any class.
10.6 The
grant of this Option shall not affect in any way the right or power
of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or
to merge, consolidate, dissolve or liquidate or to sell or transfer
all or any part of its business or assets.
