Exhibit 10.17
2006 STOCK OPTION
PLAN
OF PANDA ENERGY INTERNATIONAL,
INC.
(COVER SHEET)
Panda Energy International, Inc., a
Texas corporation (“Company”), hereby grants an option
to purchase shares of its common stock $.01 par value to the
optionee named below. The terms and conditions of the option are
set forth in this cover sheet, in the attachment and in the 2000
Stock Option Plan of Panda Energy International, Inc. dated
August 23, 2000 (the “Plan”)
Date of Option
Grant:
Name of Optionee:
Optionee’s Social Security
Number:
Number of Shares of Company
Common Stock Covered by Option:
Exercise Price Per
Share:
Vesting Date and No. of
Shares:
By signing this cover sheet to
the attached Nonstatutory Stock Option Agreement, you agree to all
of the terms and conditions described in this cover sheet and in
the Plan.
AGREED TO AND ACCEPTED
BY:
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OPTIONEE:
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PANDA ENERGY
INTERNATIONAL, INC.
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Name:
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Name:
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1
2000 STOCK OPTION
PLAN
OF PANDA ENERGY INTERNATIONAL,
INC.
NONSTATUTORY STOCK OPTION
AGREEMENT
Unless the context requires
otherwise, some terms have special meanings which are set forth at
the end of this Agreement.
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Nonstatutory
Stock Option
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This option is
not intended to be an incentive stock option under Section 422 of
the Code.
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Vesting
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Your right to
exercise this option vests on the date(s) set forth on the cover
page hereto in the amounts indicated. No shares shall, however,
vest after your service has terminated with the Company or with
Panda Ethanol, Inc. for any reason. In addition, no shares shall
vest in full in the event the Company is subject to a “Change
in Control” (as defined at the end of this
Agreement).
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Term
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Your option
will expire in any event at the close of business at Company
headquarters on the day before the 10 th anniversary of the Date of Grant, as
shown on the cover sheet. (It will expire earlier if your
employment terminates, as described below).
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Termination
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If your service as an employee of the Company or
Panda Ethanol, Inc. (or any subsidiary thereof) terminates for any
reason (as defined in the Plan), in which case your unvested
options shall terminate immediately upon termination of your
services or employment with the Company or Panda Ethanol, Inc. (or
any subsidiary thereof), and your vested options will expire at the
close of business at Company headquarters on the 30th day after
your termination date. If, however, your termination is “for
cause” as determined by the Company, no option shares shall
then be exercisable.
The Company determines when your
service terminates for this purpose.
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Death
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If you die as
an employee of the Company or Panda Ethanol, Inc. (or any
subsidiary thereof), then your option will expire at the close of
business at Company headquarters on the date six (6) months after
the date of death. During that six (6) month period, your
beneficiary, estate or heirs may exercise your option.
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Disability
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If your service as an employee or director of
the Company or Panda Ethanol, Inc. (or any subsidiary thereof)
terminates because of your total and permanent disability, then
your option will expire at the close of business at Company
headquarters on the date six (6) months after your termination
date.
“Total and permanent
disability” means that you are unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted, or can be expected to last,
for a continuous period of not less than one (1) year.
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Leaves of Absence
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For purposes of this option, your service does
not terminate when you go on a military leave, a sick leave or
another bona fide leave of absence, if the leave was approved by
the Company in writing. But your service terminates when the
approved leave ends, unless you immediately return to active
work.
The Company determines which leaves
count for this purpose.
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Restrictions
on
Exercise
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The Company
will not permit you to exercise this option if the issuance of
shares at that time would violate any law or regulation.
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Notice
of
Exercise
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When you wish to exercise this option, you must
notify the Company by filing the proper “Notice of
Exercise” form attached hereto as Exhibit A at the address
given on the form. Your notice must specify how many shares you
wish to purchase. Your notice must also specify how your shares
should be registered (in your name only or in your and your
spouse’s names as community property or as joint tenants with
right of survivorship). The notice will be effective when it is
received by the Company.
If someone else wants to exercise
this option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so.
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Form
of
Payment
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When you submit your notice of exercise, you
must include payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination of two or
more) of the following forms:
1. Your
personal check, a cashier’s check or a money
order.
2. Irrevocable
directions to a securities broker approved by the Company to sell
your option shares and to deliver all or a portion of the sale
proceeds to the Company in payment of the option price. (The
balance of the sale proceeds, if any, will be delivered to you.)
The directions must be given by signing a special “Notice of
Exercise” form attached hereto as Exhibit B provided by the
Company.
3. Certificates
for Company stock that you have owned for at least 12 months, along
with any forms needed to effect a transfer of the shares to the
Company. The value of the shares, determined as of the effective
date of the option exercise, will be applied to the option
price.
4. &nbs
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