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STAR ENERGY CORPORATION 2007 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

Option Agreement

STAR ENERGY CORPORATION 2007 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT | Document Parties: STAR ENERGY CORPORATION You are currently viewing:
This Option Agreement involves

STAR ENERGY CORPORATION

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Title: STAR ENERGY CORPORATION 2007 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Governing Law: New York     Date: 8/21/2007

STAR ENERGY CORPORATION 2007 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT, Parties: star energy corporation
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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.


2.

Term .


(a)  

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.


(b)  

Early Termination . This Option will terminate upon any of the following events:


(i)  

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).


(ii)  

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”).


(iii)  

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.


3.     Exercise .

(a)  

Exercisability . This Option is first exercisable, in whole or in part, on and after the applicable time provided below:


(i)  

Subject to earlier exercisability as provided in (ii) below, this Option shall become exercisable as follows: {VESTING SCHEDULE}



(ii)  

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.


(b)  

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.


(c)  

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.


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.


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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