QUEST RESOURCE CORPORATION
2005 OMNIBUS STOCK AWARD PLAN
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
To:
(“you” or the
“Grantee”)
Quest
Resource Corporation (the “Company”), hereby grants you
an option (the “Option”) to purchase common shares,
$0.01 par value per share, of Quest Resource Corporation
(“Shares”), subject to the terms and conditions of the
Quest Resource Corporation 2005 Omnibus Stock Award Plan, as
amended and restated (the “Plan”), and the Option Award
Agreement between you and the Company, attached as Exhibit A,
as follows:
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Total Number of Shares Subject to
Option
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Option Price per Share ($):
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$
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In
order to fully understand your rights under the Plan (a copy of
which is attached) and the Option Award Agreement, attached as
Exhibit A, you are encouraged to read the Plan and this
document carefully. By accepting this Option, you are also
agreeing to be bound by Exhibit A . Please refer to the
Plan document for the definition of capitalized terms used in this
Agreement.
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QUEST
RESOURCE CORPORATION
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By:
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In consideration
of the mutual promises and covenants contained herein and other
good and valuable consideration paid by the Grantee to the Company,
the Grantee and the Company agree as follows:
Section 1. Incorporation of Plan
All provisions of
this Award Agreement and the rights of the Grantee hereunder are
subject in all respects to the provisions of the Plan and the
powers of the Board therein provided. Capitalized terms used in
this Award Agreement but not defined shall have the meaning set
forth in the Plan.
Section 2. Grant of Nonqualified Stock
Option
As of the Grant
Date identified above, the Company grants to the Grantee, subject
to the terms and conditions set forth herein and in the Plan, the
right, privilege, and option (the “Option”) to purchase
that number of Shares identified above opposite the heading
“Total Number of Shares Subject to Option,” at the per
Share price specified above opposite the heading “Option
Price per Share.”
Section 3. Exercisability of Option
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(a)
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Except to the extent the Option is
permitted to be transferred to a person set forth in Section 8(b)
of this Award Agreement, during the Grantee’s lifetime, this
Option may be exercised only by the Grantee. As of the dates
specified below, this Option, except as specifically provided
elsewhere under the terms of the Plan or this Award Agreement,
shall become exercisable with respect to that number of shares
under the column stated “Number of Shares Subject to Option
Exercisable,” provided that the Grantee is an employee, and
at all times since the Grant Date has been an employee, of the
Company on the specified date:
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Date
Number of Shares Subject to Option Exercisable
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[Insert Applicable Vesting
Schedule]
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(b)
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In
addition to the vesting conditions set forth above in Section (a),
the Option shall become fully exercisable upon the Grantee’s
death or Disability while the Grantee is serving as a employee of
the Company; provided, however, if the Grantee dies or becomes
Disabled following the Grantee’s Termination of Affiliation,
the exercisability of the Option shall not accelerate due to such
death or Disability and shall be exercisable only to the extent it
was exercisable on the date of the Grantee’s Termination of
Affiliation.
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Section 4. Method of Exercise
Provided this
Option has not expired, been terminated or cancelled in accordance
with the terms of the Plan, that number of shares subject to the
Option which are exercisable in accordance with Section 3
above may be exercised, in whole or in part and from time to time,
by delivery to the Company or its designee a written notice to the
Company or its designee which shall:
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(a)
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set
forth the number of Shares with respect to which the Option is to
be exercised (such number must be in a minimum amount of 50
Shares);
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(b)
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if
the person exercising this Option is not the Grantee, be
accompanied by satisfactory evidence of such person’s right
to exercise this Option; and
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(c)
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be
accompanied by payment in full of the Option Price in the form of
cash, personal or certified bank check or electronic wire transfer
payable to the order of the Company or any other means allowable
under the Plan which the Company in its sole discretion determines
will provide legal consideration for the Shares.
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Section 5. Expiration of Option
Unless terminated
earlier in accordance with the terms of this Award Agreement or the
Plan, the Option granted herein shall expire at 5:00 P.M., U.S.
Central Time, on the tenth (10 th )
Anniversary of the Grant Date (the “Expiration Date”).
In the event the Expiration Date is a Saturday, Sunday or any other
day which is a holiday of the United States Federal Government (a
“Non-Business Day”), then the Option granted herein
shall expire, unless earlier terminated in a accordance with the
terms of this Award Agreement or the Plan, at 5:00 P.M., U.S.
Central Time, on the first day that is not a Non-Business Day (a
“Business Day”) following such Expiration
Date.
Section 6. Effect of Termination of
Affiliation
If the Grantee has
a Termination of Affiliation for any reason, including termination
by the Company with or without Cause, voluntary resignation, death,
or Disability, the effect of such Termination of Affiliation on all
or any portion of this Option is as provided below.
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(a)
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If
the Grantee has a Termination of Affiliation within the Option Term
due to the Grantee’s ceasing to be employed by the Company,
the Option, to the extent exercisable, may be exercised by the
Grantee at any time prior to 5:00 P.M., U.S. Central Time, on the
ninetieth (90th) calendar day following the Grantee’s
Termination of Affiliation (but in no event later than the
Expiration Date). In the event that such ninetieth (90th) day shall
not be a Business Day, then the Option shall expire at 5:00 P.M.,
U.S. Central Time, on the first (1st) Business Day immediately
following such ninetieth (90th) day. In any such case, the Option
may be exercised only
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