Exhibit 10.22
ENDEAVOUR INTERNATIONAL
CORPORATION
NONSTATUTORY STOCK OPTION
AGREEMENT
THIS NONSTATUTORY STOCK OPTION
AGREEMENT (this “Agreement”) is made and entered into
by and between Endeavour International Corporation (the
“Company”), and Carl D. Grenz (“Grantee
” ), an employee of the Company effective as of the
Date of Grant as defined below.
WHEREAS, Grantee shall be an
employee of the Company on November 3, 2008, and as an
inducement for such employment and in connection with such
employment, the Compensation Committee of the Board of Directors of
the Company, on behalf of the Company, authorized a grant to
Grantee of a nonstatutory stock option to purchase the
Company’s common stock, par value $.001 per share (the
“Common Stock ” ), effective November 3,
2008, in the amount indicated below, which shall be subject to the
terms and conditions of this Agreement, with a view to increasing
Grantee’s interest in the Company’s welfare and growth;
and
WHEREAS, Grantee desires to receive
such a nonstatutory option to purchase shares of Common Stock as an
inducement for his employment and in connection with his employment
with the Company.
NOW, THEREFORE, in consideration of
the premises, mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Nonstatutory Stock
Option . Subject to the restrictions, forfeiture provisions and
other terms set forth herein, the Company hereby grants to the
Grantee an option (the “Option” or “Stock
Option”) to purchase 50,000 full shares (the “Optioned
Shares”) of Common Stock at an “Option Price”
equal to $0.75 per share . The Date of Grant of this Stock
Option is November 3, 2008.
The “Option
Period” shall commence on the first (1
st
) anniversary
of the Date of Grant. This Stock Option is a Nonstatutory Stock
Option.
2. Administration . This
Agreement and the grant of the Option are subject to administration
by and the rules and procedures established by the
“Committee” (as defined herein) to administer this
Agreement. The Committee shall mean the members of the compensation
committee of the Board who are independent members of the
compensation committee of the Board and who at least constitute a
majority thereof, or if no such members are
available, a majority of the independent members
of the Board. The Committee shall have the authority to construe
and interpret the terms of this Agreement and to provide omitted
terms or definitions of terms to carry out this Agreement. The
Committee shall have the authority to take all actions that it
deems advisable for the administration of this Agreement. Any
decision of the Committee in connection with this Agreement shall
be final, binding and conclusive on the parties hereto and any
third parties, including any individual or entity.
3. Vesting: Time of Exercise
. Except as specifically provided in this Agreement, the Stock
Option shall be vested and exercisable as follows:
(a) With respect to 100% of the
total Optioned Shares, the Stock Option shall vest and become
exercisable on November 3, 2009, provided the Grantee is
employed by the Company or a subsidiary on that date.
(b) Grantee shall become 100% vested
in the total Optioned Shares hereunder on the day preceding an
event which constitutes a Change in Control.
For purposes of this Agreement, a
“Change in Control” shall mean the occurrence of any of
the following events:
(i) the Company (A) shall not
be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other
than a previously wholly-owned subsidiary of the Company) or
(B) is to be dissolved and liquidated, and as a result of or
in connection with such transaction, the persons who were directors
of the Company before such transaction shall cease to constitute a
majority of the Board, or
(ii) any person or entity, including
a “group” as contemplated by Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, acquires or gains
ownership or control (including, without limitation, power to vote)
of 30% or ore of the outstanding shares of the Company’s
voting stock (based upon voting power), and as a result of or in
connection with such transaction, the persons who were directors of
the Company before such transaction shall cease to constitute a
majority of the Board, or
(iii) the Company sells all or
substantially all of the assets of the Company to any other person
or entity (other than a wholly-owned subsidiary of the Company) in
a transaction that requires shareholder approval pursuant to
applicable corporate law; or
(iv) During a period of two
consecutive calendar years, individuals who at the beginning of
such period constitute the Board, and any new director(s) whose
election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least a
majority of the directors then still in office, who either were
directors at the beginning of the two (2) year period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the Board;
or
(v) any other event that a majority
of the Board, in its sole discretion, shall determine constitutes a
Change in Control hereunder.
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4. Term;
Forfeiture . In the event of Grantee’s termination of
employment with the Company and its affiliates (a
“Termination of Employment”) for any reason (including
for cause) other than Grantee’s death, disability or
retirement, the Option outstanding on such date of Termination of
Employment, to the extent vested on such date, may be exercised by
Grantee (or, in the event of Grantee’s subsequent death, by
Grantee’s Heir (as defined below)) within three months
following such Termination of Employment, but not thereafter. In
the event that, as a result of such Termination of Employment,
Grantee is eligible to receive severance benefits under any Company
plan, program or severance agreement, the Option outstanding on
such date of Termination of Employment, to the extent vested on
such date, may be exercised by Grantee (or, in the event of
Grantee’s subsequent death, by Grantee’s Heir (as
defined below)) within twelve months following such Termination of
Employment, but not thereafter. However, in no event shall the
Option be exercisable after the fifth (5 th ) anniversary of the Grant
Date. To the extent the Option is not vested on Grantee’s
date of Termination of Employment, the Option shall automatically
lapse and be canceled unexercised as of such date.
In the event of
Grantee’s Termination of Employment by reason of death,
disability or retirement, as determined by the Committee in its
sole discretion, the Option shall be fully vested on such date of
termination and may be exercised by Grantee or, in the event of
Grantee’s death, by the person to whom Grantee’s rights
shall pass by will or the laws of descent and distribution
(“Heir”), at any time within the two-year period
beginning on Grantee’s Termination of Employment, but not
thereafter. However, in no event shall the Option be exercisable
after the fifth (5 th ) anniversary of the Grant
Date.
5. Who May Exercise . Subject
to the terms and conditions set forth in Sections 3 and 4 above,
during the lifetime of the Grantee, the Stock Option may be
exercised only by the Grantee, or by the Grantee’s guardian
or personal or legal representative (in the event of his or her
Disability or by a broker dealer subject to Section 7
below).
6. No Fractional Shares . The
Stock Option may be exercised only with respect to full shares, and
no fractional share of stock shall be issued.
7. Manner of Exercise .
Subject to such administrative regulations as the Committee may
from time to time adopt, the Option may be exercised by the
delivery of written notice to the Committee or designated Company
representative setting forth the number of shares of Common Stock
with respect to which the Option is to be exercised, the date of
exercise thereof (the “Exercise Date”) which shall be
at least three (3) days after giving such notice unless an
earlier time shall have been mutually agreed upon. On the Exercise
Date, the Grantee shall deliver to the Company consideration with a
value equal to the total Option Price of the shares to be
purchased, payable to the Company in full in either: (i) in
cash or its equivalent, or (ii) subject to prior approval by
the Committee in its discretion, by tendering previously acquired
shares of Common Stock having an aggregate fair market value at the
time of exercise equal to the total Option Price (provided that the
shares of Common Stock which are tendered must have been held by
the Grantee for at least six (6) months prior to their tender
to satisfy the Option Price), or (iii) subject to prior
approval by the Committee in its discretion, by withholding shares
of
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Common Stock which otherwise would be acquired
on exercise having an aggregate fair market value at the time of
exercise equal to the total Option Price, or (iv) subject to
prior approval by the Committee in its discretion, by a combination
of (i), (ii), and (iii) above. Any payment in shares of Common
Stock shall be effected by the surrender of such shares to the
Company in good form for transfer and shall be valued at their fair
market value on the date when the Stock Option is exercised. Unless
otherwise permitted by the Committee in its discretion, the Grantee
shall not surrender, or attest to the ownership of, shares of
Common Stock in payment of the Option Price if such action would
cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial
reporting purposes.
The Committee, in its discretion,
also may allow the Option Price to be paid with such other
consideration as shall constitute lawful consideration for the
issuance of shares of Common Stock (including, without limitation,
effecting a “cashless exercise” with a broker of the
Option), subject to applicable securities law restrictions and tax
withholdings, or by any other means which the Committee determines
to be consistent with the Agreement’s purpose and applicable
law. A “cashless exercise” of an Option is a procedure
by which a broker provides the funds to the Grantee to
effect
