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EXHIBIT 4.11
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR
QUALIFIED UNDER
THE U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE
OR FOREIGN
JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND
QUALIFIED
PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE OR
APPLICABLE
FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF
COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION
UNDER U.S.
FEDERAL AND STATE OR APPLICABLE FOREIGN SECURITIES LAWS IS NOT
REQUIRED.
BLACKWATER MIDSTREAM CORP.
2008 INCENTIVE PLAN
NOTICE OF NONQUALIFIED STOCK OPTION GRANT
BLACKWATER
MIDSTREAM CORP. (the "Company") hereby grants you the following
Option to purchase shares of its common stock ("Shares"). The terms
and
conditions of this Option are set forth in the Stock Option
Agreement ("Stock
Option Agreement") that follows and the BLACKWATER MIDSTREAM CORP.
2008
Incentive Plan (the "Plan"), both of which are attached to and made
a part of
this document. This page is meant to be a cover page for
informational purposes
only, in the event any of the terms hereon are in conflict with the
Stock Option
Agreement and/or the Plan, the terms of the Stock Option Agreement
and/or the
Plan shall supersede the information on this page.
DATE OF GRANT:
May 7, 2008
NAME OF OPTIONEE:
CHRISTOPHER A. WILSON
NUMBER OF OPTION SHARES:
20,000
EXERCISE PRICE PER SHARE:
$2.00
VESTING START DATE:
May 7, 2008
TYPE OF OPTION:
[_] Incentive Stock Option
[X] Nonqualified Stock Option
VESTING SCHEDULE:
Fully Vested on Date of Grant
PAYMENT FORMS:
By cash, cash equivalents, or Shares owned
by the Optionee for at least six months,
and if the Company's Shares become
publicly traded, by "cashless" exercise,
as set forth in the Stock Option
Agreement.
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BLACKWATER MIDSTREAM CORP.
NONQUALIFIED STOCK OPTION AGREEMENT
OPTIONEE: CHRISTOPHER A. WILSON
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1. GRANT
OF STOCK OPTION. As of the DATE OF GRANT (identified in Section
19
below),
Blackwater Midstream Corp., a California corporation (the
"COMPANY"), hereby grants a Nonqualified Stock Option (the
"OPTION") to
the
Optionee (identified above), an employee of the Company, to
purchase
the number
of shares of the Company's common stock, $ par value per share
(the
"COMMON STOCK"), identified in Section 19 below (the "SHARES"),
subject to
the terms and conditions of this agreement (the "STOCK OPTION
AGREEMENT") and the Company's 2008 Incentive Plan effective May 7,
2008
(the
"PLAN"), which is hereby incorporated herein in its entirety by
reference.
The Shares, when issued to the Optionee upon the exercise of
the
Option, shall be fully paid and nonassessable. The Option is not
an
"incentive
stock option" as defined in Section 422 of the Internal Revenue
Code.
2.
DEFINITIONS. All capitalized terms used herein shall have the
meanings set
forth in
the Plan unless otherwise specifically provided herein. Section
19 below
sets forth meanings for various capitalized terms used in this
Agreement.
3. OPTION
TERM. The Option shall commence on the Date of Grant (identified
in
Section 19
below) and terminate on the date immediately prior to the tenth
(10th)
anniversary of the Date of Grant. The period during which the
Option is
in effect and may be exercised is referred to herein as the
"OPTION
PERIOD".
4. OPTION
PRICE. The Option Price per Share is identified in Section 19
below.
5.
VESTING. The total number of Shares subject to this Option shall
vest in
accordance with the
VESTING SCHEDULE (identified in Section 19 below). The
Shares may
be purchased at any time after they become vested, in whole or
in part,
during the Option Period; provided, however, the Option may
only
be
exercisable to acquire whole Shares. The right of exercise
provided
herein
shall be cumulative so that if the Option is not exercised to
the
maximum
extent permissible after vesting, the vested portion of the
Option
shall be
exercisable, in whole or in part, at any time during the Option
Period.
6. METHOD
OF EXERCISE. The Option is exercisable by delivery of a written
notice (a
form of which is attached hereto) to the attention of the Chief
Financial
Officer of the Company at the address for notices to the
Company
provided
below, signed by the Optionee, specifying the number of Shares
to
be
acquired on, and the effective date of, such exercise. The Optionee
may
withdraw
notice of exercise of this Option, in writing, at any time
prior
to the
close of business on the business day preceding the proposed
exercise
date.
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7. METHOD
OF PAYMENT. The Option Price upon exercise of the Option shall
be
payable to
the Company in full either: (i) in cash or its equivalent, or
(ii)
subject to prior approval by the Board of Directors or the
Compensation Committee in its discretion, by tendering previously
acquired
Shares
having an aggregate Fair Market Value (as defined in the Plan)
at
the time
of exercise equal to the total Option Price (provided that the
Shares
must have been held by the Optionee for at least six (6) months
prior to
their tender to satisfy the Option Price), or (iii) subject to
prior
approval by the Board of Directors or the Compensation Committee
in
its
discretion, by withholding Shares which otherwise would be acquired
on
exercise
having an aggregate Fair Market Value at the time of exercise
equal to
the total Option Price (as determined pursuant to Section 2.3
of
the Plan),
or (iv) subject to prior approval by the Board of Directors or
the
Compensation Committee in its discretion, by a combination of
(i),
(ii), and
(iii) above. Any payment in shares of Common Stock shall be
effected
by the delivery of such shares to the Chief Financial Officer
of
the
Company, duly endorsed in blank or accompanied by stock powers
duly
executed
in blank, together with any other documents as the Chief
Financial
Officer may require. If the payment of the Option Price is
remitted
partly in Shares, the balance of the payment of the Option
Price
shall be
paid in either cash, certified check, bank cashiers' check, or
by
wire
transfer.
The Board
of Directors or the Compensation Committee, in its discretion,
may allow
(i) a "cashless exercise" as permitted under Federal Reserve
Board's
Regulation T, 12 CFR Part 220 (or its successor), and subject
to
applicable
securities law restrictions and tax withholdings, or (ii) any
other
means of exercise which the Board of Directors or the
Compensation
Committee,
in its discretion, determines to be consistent with the Plan's
purpose and
applicable law.
As soon as
practicable after receipt of a written notification of exercise
and full
payment, the Company shall deliver to or on behalf of the
Optionee,
in the name of the Optionee or other appropriate recipient,
Share
certificates for the number of Shares purchased under the
Option.
Such
delivery shall be effected for all purposes when a stock
transfer
agent of
the Company shall have deposited such certificates in the
United
States
mail, addressed to Optionee or other appropriate recipient.
8.
RESTRICTIONS ON EXERCISE. The Option may not be exercised if the
issuance
of such
Shares or the method of payment of the consideration for such
Shares
would constitute a violation of any applicable federal or state
securities
or other laws or regulations, including any such laws or
regulations or Company policies respecting blackout periods, or any
rules
or
regulations of any stock exchange on which the Common Stock may
be
listed.
9.
TERMINATION OF EMPLOYMENT. Voluntary or involuntary termination
of
Employment
and the death or Disability of Optionee shall affect Optionee's
rights
under the Option as follows:
(a)
TERMINATI
