EXHIBIT
10.1.1
CAPITAL CITY ENERGY GROUP,
INC.
2008 INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
THIS AWARD AGREEMENT (this “
Agreement ”) is made as of ____________
(the “ Grant Date ”), between Capital City
Energy Group, Inc., a Nevada corporation (the “
Company ”), and _________________ ( the “
Participant ”).
WHEREAS, pursuant to the Company’s 2008
Incentive Plan (the “ Plan ”), a copy of which
is attached hereto as Exhibit A and made a part hereof, the
Company and the Participant desire to enter into this Agreement
whereby the Company will grant to the Participant a certain number
of Options to acquire Common Stock; and
NOW THEREFORE, the parties hereto agree as
follows:
1. Plan
Acknowledgement . The undersigned agrees that this
Agreement has been executed and delivered, and the Option has been
granted hereunder, in connection with and as a part of the
compensation and incentive arrangements between the Company and the
Participant and pursuant to the terms and conditions of the
Plan. The Participant agrees to be bound by, and comply
with, the terms of the Plan. Capitalized terms used in this
Agreement and not defined herein shall have the meanings ascribed
thereto in the Plan.
2. Option
Grant . Effective as of the Grant Date, the Company
hereby grants to the Participant an Option to purchase _______
shares of Common Stock. The exercise price of the Option
will be $____ per share (the “ Exercise Price
”). The Option is a non-qualified stock
option. Subject to the vesting and termination of
service provisions in Section 3, the Option will expire and cease
to be exercisable on _____________.
3. Vesting;
Company Repurchase Rights . Provided that the
Participant remains employed as an officer of
the Company or any of its Subsidiaries or Affiliates as
of on the relevant date, or, serves as a director on the existing
Board of Directors, the Option shall vest and become exercisable as
follows:
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Percent of
Option Vested and Exercisable
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Prior to the
first anniversary of the Grant Date:
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After the first
anniversary of the Grant Date
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If the
Participant ceases to be employed by the Company (and all of its
Subsidiaries and Affiliates) for any reason, any unexercised
portion of the Option that has not been forfeited by reason of the
Participant’s termination of employment or other service (the
“ Remaining Shares ”) and any Common Stock
acquired through the exercise of the Option (the “ Option
Shares ”) owned by such Participant (or a Permitted
Transferee, as such term is defined in the Securities Holders
Agreement) at the time of the Participant’s termination of
employment or other service shall be subject to repurchase by the
Company
or its designee
in accordance with the terms of this Agreement. Upon
termination, the Company may elect to repurchase any such Remaining
Shares and Option Shares (all or a portion thereof) at the “
Option Purchase Price ,” which shall be the fair
market value of each such share less the Exercise Price
(as applicable); provided, further, that if the Participant’s
employment or other service with the Company (and all of its
Subsidiaries and Affiliates) is terminated for Cause and if the
Company or its designee repurchases any of such Participant’s
Option Shares, the “ Option Purchase Price ,”
shall be the adjusted cost price. For the puposes of this Section
3, the "fair market value" of each share shall be based on the
closing price of the Company's common stock for the day immediately
preceding the date the Company determines to repurchase the
participant's Remaining Shares or Option Shares, as
applicable.
4. Exercise
of Option; Payment. Upon a termination of the
Participant’s employment or other service with the Company
and all of its Subsidiaries and Affiliates for any reason other
than for Cause, the Participant shall forfeit any portion of the
Option which has not vested and the Participant, his or her
Permitted Transferee, or, in the event of the Participant’s
death or Disability, the Participant’s heirs or other legal
representatives, as applicable, shall have until the earlier of (i)
ninety (90) days following the date of such termination or (ii) the
expiration of the Option, to exercise any vested portion of the
Option. Subject to vesting and other restrictions
provided for hereunder, the Option may be exercised, and payment in
full of the aggregate Exercise Price made, by a Participant (or, if
applicable, by the Participant’s Permitted Transferee, heirs
or other legal representative) only by written notice (in the form
prescribed by the Committee) to the Company specifying the number
of shares to be purchased. The aggregate Exercise Price
shall be paid in full upon the exercise of the
Option. Payment must be made by (i) cash or a certified
or bank cashier’s check; (ii) if approved by the Committee in
its discretion, shares of previously owned Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the
aggregate Exercise Price; (iii) if approved by the Committee in its
discretion, through the withholding by the Company from the Common
Stock otherwise to be received, with such withheld Common Stock
having an aggregate Fair Market Value on the date of exercise equal
to the aggregate Exercise Price; or (iv) by any combination of such
methods of payment or any other method acceptable to the Committee
in its discretion.
5.
Restrictions on Transfer . The Option granted
hereunder are not transferable by the Participant. The
Participant acknowledges and agrees that the Option may not be
sold, transferred, gifted, donated, pledged, hypothecated, disposed
of or assigned by the Participant.
6.
Securities Laws Restrictions . The Participant
represents that the Option and the Option Shares are for the
Participant’s own account and not on behalf of others. The
Participant understands and acknowledges that federal, state and
foreign securities laws govern and restrict the Participant’s
right to offer, sell or otherwise dispose of the Options and the
Option Shares unless the Participant’s offer, sale or other
disposition thereof is registered under the Securities Act and
federal, state and foreign securities laws or, in the opinion of
the Company’s counsel, such offer, sale or other disposition
is exempt from registration thereunder. The Participant agrees that
the Participant will not offer, sell or otherwise dispose of the
Options or the Option Shares in any manner which would: (i) require
the Company to file any registration statement (or similar filing
under applicable securities law) with the Securities and Exchange
Commission or to amend or supplement any such filing or (ii)
violate or cause the Company to violate the Securities Act, the
rules and regulations promulgated thereunder or any other
applicable securities law. The Participant further
understands that the certificates for any Option Shares will bear
the legend set
forth in the
Plan or such other legends as the Company deems necessary or
desirable in connection with the Securities Act or other rules,
regulations or laws.
7.
Participant’s Representations . The
Participant hereby represents and warrants to the Company that (i)
the execution, delivery and performance of this Agreement by the
Participant does not and will not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order,
judgment or decree to which the Participant is a party or by which
the Participant is bound and (ii) upon the execution and delivery
of this Agreement by the Company, this Agreement shall be the valid
and binding obligation of the Participant, enforceable in
accordance with its terms. The Participant hereby acknowledges and
represents that the Participant has consulted with (or has had an
opportunity to consult with) independent legal counsel regarding
the Participant’s rights and obligations under this Agreement
(including, without limitation, the Plan and the Securities Holders
Agreement) and that the Participant fully understands the terms and
conditions contained herein and therein. The Participant
further acknowledges that neither the Company nor any other party
will have any duty or obligation to disclose to the Participant,
and the Participant will have no right to be advised of, any
material information regarding the Company or any of its
Subsidiaries or Affiliates at any time prior to, upon or in
connection with the repurchase of any Option Shares or Remaining
Shares upon the termination of the Participant’s employment
or other service with the Company (and all of its Subsidiaries and
Affiliates).
8. Rights
of Participants . Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any
of its Subsidiaries or Affiliates to terminate the
Participant’s employment or other service at any time
(wi
