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CLEAR
SKIES HOLDINGS, INC.
2007
EQUITY INCENTIVE PLAN
FORM
OF NONQUALIFIED STOCK OPTION AGREEMENT
This
NONQUALIFIED STOCK OPTION AGREEMENT (the “Option
Agreement”), dated as of the ____ day of ___ 20__ (the
“Grant Date”), is between Clear Skies Holdings,
Inc., a Delaware corporation (the “Company”), and
_____________ (the “Optionee”), a director,
officer or employees of, or consultant or advisor to, the
Company or a Subsidiary of the Company (a “Related
Corporation”), pursuant to the Clear Skies Holdings,
Inc. 2007 Equity Incentive Plan (the
“Plan”).
WHEREAS,
the Company desires to give the Optionee the opportunity to
purchase shares of common stock of the Company, par value
$0.001 (“Common Shares”) in accordance with the
provisions of the Plan, a copy of which is attached
hereto;
NOW,
THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally
bound hereby, agree as follows:
1.
Grant of Option .
The Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of an aggregate
of ___________________ (______) Common Shares. The Option is in all
respects limited and conditioned as hereinafter provided, and is
subject in all respects to the terms and conditions of the Plan now
in effect and as it may be amended from time to time (but only to
the extent that such amendments apply to outstanding options). Such
terms and conditions are incorporated herein by reference, made a
part hereof, and shall control in the event of any conflict with
any other terms of this Option Agreement. The Option granted
hereunder is intended to be a nonqualified stock option
(“NQSO”) and
not an
incentive stock option (“ISO”) as such term is defined
in section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
2.
Exercise Price .
The exercise price of the Common Shares covered by this Option
shall be $_________ per share. It is the determination of the
committee administering the Plan (the “Committee”) that
on the Grant Date the exercise price was not less than the greater
of (i) 100% of the “Fair Market Value” (as defined in
the Plan) of a Common Share, or (ii) the par value of a Common
Share.
3.
Term .
Unless earlier terminated pursuant to any provision of the Plan or
of this Option Agreement, this Option shall expire on ___________
___, 20__ (the “Expiration Date”), which date is not
more than 10 years from the Grant Date. This Option shall not be
exercisable on or after the Expiration Date.
4.
Exercise of Option .
The Option shall vest according to the following schedule, provided
that Optionee remains continuously engaged as a director, officer
or employees of, or consultant or advisor to, the Company or a
Related Corporation from the date hereof through the applicable
vesting date:
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Date
Installment Becomes Exercisable
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Number
of Shares
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______
Shares
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an
additional ______ Shares
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an
additional ______ Shares
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an
additional ______ Shares
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The
Committee may accelerate any vesting date of the Option, in
its discretion, if it deems such acceleration to be desirable.
Once the Option becomes exercisable, it will remain
exercisable until it is exercised or until it
terminates.
5.
Method of Exercising Option .
Subject to the terms and conditions of this Option Agreement and
the Plan, the Option may be exercised by written notice to the
Company at its principal office. The form of such notice is
attached hereto and shall state the election to exercise the Option
and the number of whole shares with respect to which it is being
exercised; shall be signed by the person or persons so exercising
the Option; and shall be accompanied by payment of the full
exercise price of such shares. Only full shares will be
issued.
The
exercise price shall be paid to the Company:
(a)
in
cash, or by certified check, bank draft, or postal or express
money order;
(b)
through
the delivery of Common Shares previously acquired by the
Optionee;
(c)
by
delivering a properly executed notice of exercise of the
Option to the Company and a broker, with irrevocable
instructions to the broker promptly to deliver to the Company
the amount necessary to pay the exercise price of the
Option;
(d)
in
Common Shares newly acquired by the Optionee upon exercise of
the Option; or
(e)
in
any combination of (a), (b), (c) or (d) above.
In
the event the exercise price is paid, in whole or in part,
with Common Shares, the portion of the exercise price so paid
shall be equal to the Fair Market Value of the Common Shares
surrendered on the date of exercise.
Upon
receipt of notice of exercise and payment, the Company shall
deliver a certificate or certificates representing the Common
Shares with respect to which the Option is so exercised. The
Optionee shall obtain the rights of a shareholder upon receipt
of a certificate(s) representing such Common
Shares.
Such
certificate(s) shall be registered in the name of the person
so exercising the Option (or, if the Option is exercised by
the Optionee and if the Optionee so requests in the notice
exercising the Option, shall be registered in the name of the
Optionee and the Optionee’s spouse, jointly, with right
of survivorship), and shall be delivered as provided above to,
or upon the written order of, the person exercising the
Option. In the event the Option is exercised by any person
after the death or disability (as determined in accordance
with Section 22(e)(3) of the Code) of the Optionee, the notice
shall be accompanied by appropriate proof of the right of such
person to exercise the Option. All Common Shares that are
purchased upon exercise of t
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