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CONTINENTAL FUELS, INC. 2007 STOCK OPTION/STOCK ISSUANCE PLAN

Stock Option Agreement

CONTINENTAL FUELS, INC.
 
2007 STOCK OPTION/STOCK ISSUANCE PLAN | Document Parties: CONTINENTAL FUELS, INC You are currently viewing:
This Stock Option Agreement involves

CONTINENTAL FUELS, INC

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Title: CONTINENTAL FUELS, INC. 2007 STOCK OPTION/STOCK ISSUANCE PLAN
Date: 12/17/2007
Industry: Oil and Gas Operations     Sector: Energy

CONTINENTAL FUELS, INC.
 
2007 STOCK OPTION/STOCK ISSUANCE PLAN, Parties: continental fuels  inc
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Exhibit 10.13

 

CONTINENTAL FUELS, INC.

2007 STOCK OPTION/STOCK ISSUANCE PLAN

 

ARTICLE ONE

 

GENERAL PROVISIONS


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.

ARTICLE TWO

 

OPTION GRANT PROGRAM


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.

2



       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.

3



           (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.

4



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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