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Exhibit
10.13
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CONTINENTAL FUELS,
INC.
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2007 STOCK
OPTION/STOCK ISSUANCE PLAN
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ARTICLE
ONE
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GENERAL
PROVISIONS
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I. PURPOSE OF THE PLAN
This 2007 Stock Option/Stock Issuance
Plan is intended to promote the interests of Continental Fuels,
Inc.,
a Nevada corporation, by providing
eligible persons in the Corporation’s employ or service with
the opportunity to
acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation
as an incentive for
them to continue in such employ or
service.
Capitalized terms
herein shall have the meanings assigned to such terms in the
attached Appendix.
II. STRUCTURE OF THE PLAN
A. The Plan shall be
divided into two (2) separate equity programs:
(i) the Option
Grant Program under which eligible persons may, at the discretion
of the Plan
Administrator, be granted options to
purchase shares of Common Stock, and
(ii) the Stock
Issuance Program under which eligible persons may, at the
discretion of the Plan
Administrator, be issued shares of
Common Stock directly, either through the immediate purchase of
such shares or
as compensation or a bonus for services
rendered the Corporation (or any Parent or Subsidiary).
B. The provisions of
Articles One and Four shall apply to both equity programs under the
Plan and shall
accordingly govern the interests of all
persons under the Plan.
III. ADMINISTRATION OF THE
PLAN
A. The Plan shall be
administered by the Board. However, any or all administrative
functions otherwise
exercisable by the Board may be
delegated to the Committee.
B. The Plan
Administrator shall have full power and authority (subject to the
provisions of the Plan) to
establish such rules and regulations as
it may deem appropriate for proper administration of the Plan and
to make
such determinations under, and issue
such interpretations of, the Plan and any outstanding options or
stock
issuances thereunder as it may deem
necessary or advisable. Decisions of the Plan Administrator shall
be final and
binding on all parties who have an
interest in the Plan or any option grant or stock issuance
thereunder.
IV. ELIGIBILITY
A. The persons
eligible to participate in the Plan are as follows:
(i)
Employees,
(ii)
non-employee members of the Board or the non-employee members of
the board of directors of
any Parent or Subsidiary,
and
(iii)
consultants and other independent advisors who provide services to
the Corporation (or any
Parent or Subsidiary).
B. The Plan
Administrator shall have full authority to determine, (i) with
respect to the grants made under
the Option Grant Program, which
eligible persons are to receive such grants, the time or times when
those grants are
to be made, the number of shares to be
covered by each such grant, the status of the granted option as
either an
Incentive Option or a Non-Statutory
Option, the time or times when each option is to become
exercisable, the vesting
schedule (if any) applicable to the
option shares and the maximum term for which the option is to
remain outstanding,
and (ii) with respect to stock
issuances made under the Stock Issuance Program, which eligible
persons are to
receive such issuances, the time or
times when those issuances are to be made, the number of shares to
be issued
to each Participant, the vesting
schedule (if any) applicable to the issued shares and the
consideration to be paid by
the Participant for such
shares.
C. The Plan
Administrator shall have the absolute discretion either to grant
options in accordance with the
Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.
V. STOCK SUBJECT TO THE PLAN
A. The stock issuable
under the Plan shall be shares of authorized but unissued or
reacquired Common
Stock. The maximum number of shares of
Common Stock that may be issued over the term of the Plan shall
not
exceed 20,000,000 shares.
B. Shares of Common
Stock subject to outstanding options shall be available for
subsequent issuance
under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in
full or (ii) the options
are cancelled in accordance with the
cancellation-regrant provisions of Article Two. Unvested shares
issued under
the Plan and subsequently surrendered
to the Corporation pursuant to the Corporation’s rights under
the Plan shall
be added back to the number of shares
of Common Stock reserved for issuance under the Plan and shall
accordingly
be available for reissuance through one
or more subsequent option grants or direct stock issuances under
the Plan.
C. Should any change
be made to the Common Stock by reason of any stock split, stock
dividend,
recapitalization, combination of
shares, exchange of shares or other change affecting the
outstanding Common Stock
as a class without the
Corporation’s receipt of consideration, appropriate
adjustments shall be made to (i) the
maximum number and/or class of
securities issuable under the Plan and (ii) the number and/or class
of securities and
the exercise price per share in effect
under each outstanding option in order to prevent the dilution or
enlargement of
benefits thereunder. The adjustments
determined by the Plan Administrator shall be final, binding and
conclusive.
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ARTICLE
TWO
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OPTION GRANT
PROGRAM
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I. OPTION TERMS
Each option shall be
evidenced by one or more documents in the form approved by the Plan
Administrator;
PROVIDED, however, that each such
document shall comply with the terms specified below. Each
document
evidencing an Incentive Option shall,
in addition, be subject to the provisions of the Plan applicable to
such options.
A. EXERCISE
PRICE.
1. The
exercise price per share shall be fixed by the Plan Administrator
at the time of the option
grant and may be equal to, less than or
greater than the Fair Market Value per share of Common Stock on the
option
grant date.
2. The
exercise price shall become immediately due upon exercise of the
option and shall, subject
to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in
cash or check
made payable to the Corporation or as
follows:
(i) in
shares of Common Stock held for the requisite period necessary to
avoid a charge to
the Corporation’s earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date,
(ii) to
the extent the option is exercised for vested free trading shares,
through a special
sale and remittance procedure pursuant
to which the Optionee shall concurrently provide irrevocable
instructions (A)
to a Corporation-designated brokerage
firm to effect the immediate sale of the purchased shares and remit
to the
Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the
aggregate
exercise price payable for the
purchased shares plus all applicable Federal, state and local
income and employment
taxes required to be withheld by the
Corporation by reason of such exercise and (B) to the Corporation
to deliver the
certificates for the purchased shares
directly to such brokerage firm in order to complete the sale,
or
(iii)
through the use of other “Cashless Exercise” provisions
as determined by the Plan
Administrator in its sole
discretion.
Except to the extent
such sale and remittance procedure is utilized, payment of the
exercise price for the
purchased shares must be made on the
Exercise Date.
B. EXERCISE AND TERM
OF OPTIONS. Each option shall be exercisable at such time or times,
during
such period and for such number of
shares as shall be determined by the Plan Administrator and set
forth in the
documents evidencing the option grant.
However, no option shall have a term in excess of ten (10) years
measured
from the option grant date.
C. EFFECT OF
TERMINATION OF SERVICE.
1. The
following provisions shall govern the exercise of any options held
by the Optionee at the
time of cessation of Service or
death:
(i)
Should the Optionee cease to remain in Service for any reason other
than death,
Disability or Misconduct, then the
Optionee shall have a period of three (3) months following the date
of such
cessation of Service during which to
exercise each outstanding option held by such Optionee.
(ii)
Should Optionee’s Service terminate by reason of Disability,
then the Optionee shall
have a period of twelve (12) months
following the date of such cessation of Service during which to
exercise each
outstanding option held by such
Optionee.
(iii)
If the Optionee dies while holding an outstanding option, then the
personal
representative of his or her estate or
the person or persons to whom the option is transferred pursuant to
the
Optionee’s will or the laws of
inheritance or the Optionee’s designated beneficiary or
beneficiaries of that option shall
have a twelve (12)-month period
following the date of the Optionee’s death to exercise such
option.
(iv)
Under no circumstances, however, shall any such option be
exercisable after the
specified expiration of the option
term.
(v)
During the applicable post-Service exercise period, the option may
not be exercised in
the aggregate for more than the number
of vested shares for which the option is exercisable on the date of
the
Optionee’s cessation of Service.
Upon the expiration of the applicable exercise period or (if
earlier) upon the
expiration of the option term, the
option shall terminate and cease to be outstanding for any vested
shares for which
the option has not been exercised.
However, the option shall, immediately upon the Optionee’s
cessation of Service,
terminate and cease to be outstanding
with respect to any and all option shares for which the option is
not otherwise
at the time exercisable or in which the
Optionee is not otherwise at that time vested.
(vi)
Should Optionee’s Service be terminated for Misconduct or
should Optionee
otherwise engage in Misconduct while
holding one or more outstanding options under the Plan, then all
those options
shall terminate immediately and cease
to remain outstanding.
2. The Plan
Administrator shall have the discretion, exercisable either at the
time an option is
granted or at any time while the option
remains outstanding, to:
(i)
extend the period of time for which the option is to remain
exercisable following
Optionee’s cessation of Service
or death from the limited period otherwise in effect for that
option to such greater
period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the
expiration of the option
term, and/or
(ii)
permit the option to be exercised, during the applicable
post-Service exercise period,
not only with respect to the number of
vested shares of Common Stock for which such option is exercisable
at the
time of the Optionee’s cessation
of Service but also with respect to one or more additional
installments in which the
Optionee would have vested under the
option had the Optionee continued in Service.
D. STOCKHOLDER
RIGHTS. The holder of an option shall have no stockholder rights
with respect to the
shares subject to the option until such
person shall have exercised the option, paid the exercise price and
become
the recordholder of the purchased
shares.
E. LIMITED
TRANSFERABILITY OF OPTIONS. An Incentive Stock Option shall be
exercisable only by the
Optionee during his or her lifetime and
shall not be assignable or transferable other than by will or by
the laws of
inheritance following the
Optionee’s death. A Non-Statutory Option may be assigned in
whole or in part during the
Optionee’s lifetime to one or
more members of the Optionee’s family or to a trust
established exclusively for one or
more such family members or to
Optionee’s former spouse, to the extent such assignment is in
connection with the
Optionee’s estate plan or
pursuant to a domestic relations order. The assigned portion may
only be exercised by the
person or persons who acquire a
proprietary interest in the Non-Statutory Option pursuant to the
assignment. The
terms applicable to the assigned
portion shall be the same as those in effect for the option
immediately prior to such
assignment and shall be set forth in
such documents issued to the assignee as the Plan Administrator may
deem
appropriate. Notwithstanding the
foregoing, the Optionee may also designate one or more persons as
the beneficiary
or beneficiaries of his or her
outstanding options under the Plan, and those options shall, in
accordance with such
designation, automatically be
transferred to such beneficiary or beneficiaries upon the
Optionee’s death while holding
those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the
terms and
conditions of the applicable agreement
evidencing each such transferred option, including (without
limitation) the
limited time period during which the
option may be exercised following the Optionee’s
death.
II. INCENTIVE OPTIONS
The terms specified
below shall be applicable to all Incentive Options. Except as
modified by the provisions
of this Section II, all the provisions
of Articles One, Two and Four shall be applicable to Incentive
Options. Options
which are specifically designated as
Non-Statutory Options shall not be subject to the terms of this
Section II.
A. ELIGIBILITY.
Incentive Options may only be granted to Employees.
B. EXERCISE PRICE.
The exercise price per share shall not be less than one hundred
percent (100%) of
the Fair Market Value per share of
Common Stock on the option grant date. If the person to whom the
Incentive
Option is granted is a 10% Stockholder,
then the exercise price per share shall not be less than one
hundred ten
percent (110%) of the Fair Market Value
per share of Common Stock on the option grant date.
C. DOLLAR LIMITATION.
The aggregate Fair Market Value of the shares of Common Stock
(determined
as of the respective date or dates of
grant) for which one or more options granted to any Employee under
the Plan (or
any other option plan of the
Corporation or any Parent or Subsidiary) may for the first time
become exercisable as
Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand
Dollars
($100,000). To the extent the Employee
holds two (2) or more such options which become exercisable for the
first
time in the same calendar year, the
foregoing limitation on the exercisability of such options as
Incentive Options
shall be applied on the basis of the
order in which such options are granted.
D. 10% STOCKHOLDER.
If any Employee to whom an Incentive Option is granted is a 10%
Stockholder,
then the option term shall not exceed
five (5) years measured from the option grant date.
III. CHANGE IN CONTROL
A. The shares subject
to each option outstanding under the Plan at the time of a Change
in Control shall
automatically vest in full so that each
such option shall, immediately prior to the effective date of the
Change in
Control, become exercisable for all of
the shares of Common Stock at the time subject to that option and
may be
exercised for any or all of those
shares as fully-vested shares of Common Stock. However, the shares
subject to an
outstanding option shall NOT vest on
such an accelerated basis if and to the extent
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