THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
STOCK OPTION AGREEMENT
This AGREEMENT is entered into as of the ____ day of
_____________, 2007 (the "Date of Grant").
BETWEEN:
PLURIS ENERGY GROUP INC. , with an office at 10777 Westheimer, Ste 1100, Houston, TX
77042-3462 (the "Company")
AND:
__________________________ , a person with an address at _________
__________________________________________________________
(the "Optionee")
WHEREAS:
A.
The Company's board of directors (the "Board") has
approved and adopted an Equity Incentive Plan (the "Plan"), whereby
the Board is authorized to grant stock options to purchase common
shares of the Company to the directors, officers, employees,
management company employees and consultants of the Company;
and
B.
The Optionee is a director of the Company and as an
incentive for continuing to serve and as compensation for serving
as a director of the Company, the Company wishes to grant stock
options to purchase a total of ___________ shares of Common Stock
to the Optionee.
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.1
In this Agreement, the following terms shall have
the following meanings:
|
|
(a)
|
" Common Stock
" means the shares of common stock of the
Company;
|
|
|
(b)
|
" Exercise
Payment " means the amount of money equal
to the Exercise Price multiplied by the number of Optioned Shares
specified in the Notice of Exercise;
|
|
|
(c)
|
" Exercise Price
" means $_____;
|
2
|
|
(d)
|
" Expiry Date
" means ________________;
|
|
|
(e)
|
" Notice of
Exercise " means a notice in writing
addressed to the Company at its address first recited (or such
other address of the Company as may from time to time be notified
to the Optionee in writing), substantially in the form attached as
Appendix "A" hereto, which notice shall specify therein the number
of Optioned Shares in respect of which the Options are being
exercised;
|
|
|
(f)
|
" Options
" means the irrevocable right and option to
purchase, from time to time, all, or any part of the Optioned
Shares granted to the Optionee by the Company pursuant to
Section 1.2 of this Agreement;
|
|
|
(g)
|
" Optioned
Shares " means the shares of Common
Stock, subject to the Options;
|
|
|
(h)
|
" Securities
" means, collectively, the Options and the Optioned
Shares;
|
|
|
(i)
|
" Shareholders
" means holders of record of the shares of Common
Stock;
|
|
|
(j)
|
" U.S. Person
" shall have the meaning ascribed thereto in
Regulation S under the 1933 Act, and for the purpose of the
Agreement includes any person in the United States; and
|
|
|
(k)
|
" Vested Options
" means the Options that have vested in accordance
with Section 1.3 of this Agreement.
|
1.2
The Company hereby grants to the Optionee, on the
terms and conditions set out in this Agreement and in the Plan,
Options to purchase a total of __________
Optioned Shares at the Exercise Price.
1.3
The Options all vest upon execution of this
Agreement and may be exercised immediately thereafter.
1.4
The Options shall, at 5:00 p.m. (Vancouver time) on
the Expiry Date, expire and be of no further force or effect
whatsoever.
1.5
The Company shall not be obligated to cause the
issuance, transfer or delivery of a certificate or certificates
representing Optioned Shares to the Optionee, until provision has
been made by the Optionee, to the satisfaction of the Company, for
the payment of the aggregate exercise price for all Optioned Shares
for which the Option shall have been exercised, and for
satisfaction of any tax withholding obligations associated with
such exercise.
1.6
The Optionee shall have no rights whatsoever as a
shareholder in respect of any of the Optioned Shares (including any
right to receive dividends or other distribution therefrom or
thereon) except in respect of which the Option has been properly
exercised in accordance with the terms of this
Agreement.
1.7
The Option will terminate under the following
circumstances:
|
|
(a)
|
If the Optionee is an employee, consultant, director
or officer of the Company or a subsidiary of the Company, and
ceases to be an employee, consultant, director or officer by reason
of termination or removal for cause, the Option will terminate on
the effective
|
3
date of the Optionee ceasing to be an employee,
consultant, director or officer, as the case may be, for that
reason.
|
|
(b)
|
If the Optionee dies, the
Optionee’s
|
