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ZULU ENERGY CORP.
AMENDED AND RESTATED 2008 EQUITY INCENTIVE
PLAN FORM OF EXECUTIVE OFFICER
NON-INCENTIVE STOCK OPTION AGREEMENT This
NON-INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), effective
as of ________, 2008 (the "Grant Date"), is entered into by and
among ZULU ENERGY CORP., a Colorado corporation (together with its
successors and assigns, the "Company"), and ___________ (the
"Option Holder"). Recitals
A. The Company and Option Holder entered into an
employment agreement, effective as of _________________ (the
"Employment Agreement"). B. Pursuant to the
Employment Agreement, on __________, prior to the adoption of a
stock option plan by the Company, the Company issued to Option
Holder an option (the “Original Option”) to purchase
1,500,000 shares of the Company's common stock, $.001 par value per
share (the "Common Stock"), at an exercise price per share equal to
$1.00. C. The Company has adopted, subject to
shareholder approval, the Zulu Energy Corp. Amended and Restated
2008 Equity Incentive Plan (the "Plan").
D. Pursuant to section 4(b) of the Employment Agreement,
the Option Holder desires to exchange the Original Option for a
non-incentive stock option under the Plan on the terms set forth in
this Agreement. Agreement
1. Grant of Option . Pursuant
to the Plan and subject to the terms and conditions of this
Agreement, the Company hereby grants to the Option Holder a
non-incentive option (the "Option") to purchase 1,500,000 shares of
Common Stock at an exercise price per share of $1.00 (the
“Option Price”) in exchange and replacement of the
Original Option. The Option grant shall be effective as of the
Grant Date. The Option is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”). Each share of Common
Stock issued upon the exercise of the Option shall, on the date
delivered to the Option Holder pursuant to this Agreement, have
been properly registered and qualified for immediate resale by the
Option Holder under federal securities laws and all applicable
state securities or "blue sky" laws and shall have been listed for
trading on each stock exchange or other market on which shares of
Common Stock are traded.
2. Requirements for Exercise;
Vesting . The entire Option is fully vested and
immediately exercisable from and after the Grant Date, and shall
continue to be vested and exercisable until expiration or
termination of the Option as provided in Section 6 except that
no part of the Option may be exercised until such time as the
Company has amended it Articles of Incorporation, as amended, to
increase it authorized shares of Common Stock to at least 150
million shares. If at any time the number of shares of Common Stock
that are covered by the Option includes a fractional share, the
number of shares of Common Stock as to which the Option shall be
actually vested and exercisable shall be rounded (up or down) to
the next whole share of Common Stock. 3.
Method for Exercising the Option . The
Option may be exercised only by delivery of written notice of
exercise in person or through certified or registered mail, fax or
overnight delivery to the Company at the following address: Zulu
Energy Corp. Attention Chief Financial Officer 950 17th Street,
Suite 2300 Denver, Colorado 80202, or such other address as shall
be furnished in writing to the Option Holder by the Company. Such
written notice shall specify that the Option is being exercised and
the number of shares of Common Stock with respect to which the
Option is exercised, and shall be accompanied by payment of the
Option Price as follows: (i) in cash or by check, bank draft,
or money order payable to the order of the Company or (ii) by
delivery to the Company of irrevocable instructions directing the
Company to withhold from the purchased shares of Common Stock a
number of shares of Common Stock having a Fair Market Value as of
the exercise date equal to the aggregate Option Price of the
purchased shares or (iii) a
combination of the foregoing. The exercise of the Option shall be
deemed to be effective as of the date that Option Holder delivers
the notice of exercise to the Company, and a properly executed
certificate or certificates representing the Common Stock so
purchased shall be issued by the Company and delivered to the
Option Holder within five business days after such effective date;
provided that if the Company is unable to deliver shares
of Common Stock that have been fully registered, qualified and
listed for trading in accordance with Section&n
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