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EXHIBIT 4.2
PARK PLACE ENERGY CORP.
STOCK OPTION AGREEMENT
(2007 Stock Option Plan - [Director, Officer or
Consultant] )
This STOCK OPTION
AGREEMENT is made effective as of this ____ day of
_______________, 20___ between PARK PLACE ENERGY CORP. , a
Nevada corporation (the " Company ") and
_____________________________________________ (the "
[Director, Officer or Consultant] ").
BACKGROUND
A.
[If a Director:] The Director serves on the Board of
Directors of the Company, or a subsidiary of the Company, or the
Company desires to induce the Director to serve on the Board of
Directors of the Company, or a subsidiary of the Company as an
Director. [If an Officer:] The Officer serves as the
_______________ of the Company. [If a Consultant:] The
Consultant has been retained to provide consulting services to the
Company pursuant to the terms and conditions of a Consultant
Agreement made effective as of __________________, 2007 between the
Company and the Consultant, under which the Company has agreed to
issue shares of its common stock and incentive stock options to the
Consultant as payment for his services.
B.
The
Company will be adopting a 2007 Stock Option Plan (the "
Plan ") pursuant to which shares of common stock of the
Company will be reserved for issuance under the Plan.
NOW, THEREFORE , the parties hereto agree
as follows:
Grant of Option
1.
The
Company hereby irrevocably grants under the Plan to the [Director,
Officer or Consultant] the right and option (hereinafter referred
to as the " Option ") to purchase from the Company all or
any portion of an aggregate of _______________ (_________)
shares of common stock of the Company (the " Shares ")
subject to the terms and conditions herein set forth. The Options
will be Nonqualified Stock Options under the Plan.
2.
The
number of Shares granted will be subject to adjustment pursuant to
the terms of the Plan.
Exercise Price
3.
The
exercise price of the Shares covered by the Option shall be
US$______ per Share.
Exercise and Vesting of Option
4.
The
Option will [be fully vested. OR] vest on the following dates (each
a " Vesting Date "):
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Number of Vested
Options
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Date of Vesting
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5.
[Include this paragraph only if Options vest] Except as
provided in Section 7 of this Agreement, the Option will only be
exercisable with respect to that portion of the Option that has
vested.
6.
[Include this paragraph only if Options vest] In the event
of termination of the Option prior to any Vesting Date, that
portion of the Option scheduled to vest on such Vesting Date, and
all portions of the Option scheduled to vest in the future, shall
not vest and all of the [Director's, Officer's or Consultant's]
rights to and under such non-vested portions of the Option shall
terminate.
Term of Option
7.
[To the extent vested, and] except as otherwise provided in this
Agreement, the Option shall be exercisable _________ (___) years
from the date of grant (the " Expiration Date "). This
Agreement and the right of the [Director, Officer or Consultant] to
exercise the Option will terminate upon the earliest of the
following dates:
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(a)
[if to Director:] the date which is thirty (30) days from
the date on which the Director ceases to be a Director of the
Company or any subsidiary of the Company, if applicable; [if to
Officer:] the date which is fourteen (14) days from the date on
which the Officer ceases to be an Officer of the Company or any
subsidiary of the Company, if applicable; [if a Consultant:]
the date of termination of the Consulting Agreement pursuant to
Section 8.1 thereof; [OR] the date which is fourteen (14) days from
the date on which the Consultant ceases to be a Consultant of the
Company or any subsidiary of the Company, if applicable;
(b)
[if to Director or Officer:] in the event of the removal of
the [Director or Officer] for Cause (as defined in the Plan), the
earliest date on which the [Director or Officer] is removed as a
[Director or Officer]; [if to Consultant:] in the event of
the termination of the Consultant for Cause (as defined in the
Plan), the earliest date on which the Consultant is terminated as a
Consultant;
(c)
[if to Director:] the date which is one (1) year from the
date of the Director's retirement, disability or death, in the
event of termination as a result of the retirement, disability or
death of the Director; or [if to Officer:] the date which is
three (3) months from the date of the Officer's retirement,
disability or death, in the event of termination as a result of the
retirement, disability or death of the Officer; or [if to
Consultant:] the date which is three (3) months from the date
of the Consultan
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