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EXHIBIT
10(b)
STAR ENERGY CORPORATION
2007 STOCK OPTION PLAN
FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
Granted {DATE 1}
This
Non-Qualified Stock Option Agreement evidences the grant of a
Non-Qualified Stock Option (“Option”) to {NAME} (the
“Participant”) pursuant to Article VI of the Star
Energy Corporation 2007 Stock Option Plan (the “Plan”).
This Agreement also describes the terms and conditions of the
Option evidenced by this Agreement.
| 1. |
Grant of Options . In consideration of the services
rendered to Star Energy Corporation (the “Company”)
and/or its Subsidiaries by the Participant, the Company hereby
grants to the Participant an Option to purchase all or any part of
a total of {NUMBER} Shares of the Company’s Stock at a price
of ${PRICE} per Share (“Option Price”). This Option is
granted as of {DATE 1} (“Award Date”). This Option is
granted pursuant to the Plan and is subject to the terms
thereof.
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| (a) |
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Normal Term . The term of this Option is ten years,
until {DATE 2}; provided, however, that this Option may be
terminated earlier as provided below.
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| (b) |
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Early Termination . This Option will terminate upon any
of the following events:
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| (i) |
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Death . This Option will terminate one year after the
death of the Participant if the Participant dies while in Company
Service (as defined in Paragraph 7).
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| (ii) |
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Disability . This Option will terminate one year after
the Participant ceases Company Service (as defined in Paragraph 7)
on account of the Participant’s disability within the meaning
of Section 22(e)(3) of the Internal Revenue Code
(“Disability”).
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| (iii) |
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Other Cessation of Company Service . Except as provided
in the preceding provisions of this Paragraph 2(b), (1) this
Option will terminate on the date the Participant’s Company
Service (as defined in Paragraph 7) (A) ceases at the
Company’s or a Subsidiary’s instigation for
“cause,” or (B) is terminated by the Participant for
any reason other than death or Disability, and (2) this Option
will terminate six months after the date the Participant’s
Company Service ceases at the Company’s or a
Subsidiary’s instigation for reasons other than for
“cause.” For purposes of this paragraph,
“cause” shall mean continued neglect of duty, willful
and material misconduct in connection with the performance of the
Participant’s duties and obligations, and any other conduct
of the Participant involving moral turpitude, commission of a crime
or habitual drunkenness or drug abuse, that would make retention of
the Participant in his position with the Company or any of its
Subsidiaries prejudicial to the Company’s or a
Subsidiary’s best interests.
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3. Exercise .
| (a) |
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Exercisability . This Option is first exercisable, in
whole or in part, on and after the applicable time provided
below:
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| (i) |
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Subject to earlier exercisability as provided in (ii) below,
this Option shall become exercisable as follows: {VESTING
SCHEDULE}
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| (ii) |
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If a Change in Control occurs after the Award Date, before the
expiration date of this Option and during the continuation of the
Participant’s Company Service (as defined in Paragraph 7),
this Option may first be exercised (to the extent not already
exercisable), in whole or in part, on the date such Change in
Control occurs.
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| (b) |
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By Whom Exercisable . During the Participant’s
lifetime, this Option may be exercised only by the Participant or,
where this Option has been transferred to a family member, family
trust or family partnership pursuant to Paragraph 5, the family
member, the trustee of the family trust or the general partner of
the family partnership. To the extent this Option has not been
transferred to a family member, family trust or family partnership
pursuant to Paragraph 5, if the Participant dies prior to the
expiration date of this Option without having exercised this Option
as to all of the Shares covered thereby for which rights have not
been transferred, this Option may be exercised, to the extent of
the Shares with respect to which this Option could have been
exercised by the Participant immediately prior to his or her death,
by the estate or a person who acquired the right to exercise this
Option (or untransferred portion thereof) by bequest or inheritance
from, or by reason of the death of, the Participant. To the extent
this Option has been transferred to a family member pursuant to
Paragraph 5 and the transferee family member dies prior to the
expiration date of this Option without having exercised this Option
as to all of the Shares covered thereby, the transferred portion of
this Option may be exercised, to the extent of the Shares with
respect to which this Option could have been exercised by the
family member if such family member were still living, by the
transferee family member’s estate or a person who acquired
the right to exercise this Option by bequest or inheritance from,
or by reason of the death of, the transferee family member. To the
extent this Option has been transferred to a family trust or family
partnership pursuant to Paragraph 5 and the family trust or family
partnership has terminated or otherwise distributed this Option to
its beneficiaries or partners prior to the expiration date of this
Option without having exercised this Option as to all of the Shares
covered thereby, the transferred portion of this Option may be
exercised, to the extent of the Shares with respect to which this
Option could have been exercised by the trustee of the family trust
or general partner of the family partnership if the family trust or
family partnership were still in existence, by the person who
acquired the right to exercise this Option by distribution from the
family trust or partnership.
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| (c) |
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Exercise . This Option shall be exercised by delivery on
any business day to the Company of a Notice of Exercise in the form
attached to this Agreement accompanied by payment of the Option
Price as provided in Paragraph 4 and payment in full, to the extent
required by Paragraph 12 and applicable law, of the amount of any
tax the Company is required to withhold as a result of such
exercise.
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| 4. |
Payment of Option Price . The Option Price will be
payable in full upon exercise of this Option to purchase Shares,
and such Option Price may be paid either in cash, or in Shares of
Stock (valued for such purpose at Fair Market Value on the date of
exercise) or in a combination of cash and Stock. Payment hereunder
may also be made in accordance with any broker-assisted cashless
exercise procedures approved by the Company and as in effect from
time to time.
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| 5. |
Transferability . This Option may not be transferred by
the Participant except by will or by the laws of descent and
distribution or by a transfer, in whole or in part, without
consideration by gift to a member or members of the
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