Exhibit 10.18
GEOMET, INC.
AMENDED AND
RESTATED
NON-QUALIFIED STOCK OPTION
AGREEMENT
This Amended and Restated
Non-Qualified Stock Option Agreement (this “ Agreement
”), made as of the 2nd day of December, 2008, by and between
GeoMet, Inc., a Delaware corporation formerly known as GeoMet
Resources, Inc. (the “ Company ”), and
, an employee of the Company (“ Optionee
”);
W I T N E S S E T
H :
WHEREAS, pursuant to that certain
Stock Acquisition and Stockholders’ Agreement of
December 7, 2000 among the Company, Optionee,
and Yorktown Energy Partners IV, L.P. (the “ Acquisition
Agreement ”), the Company and Optionee entered into a
Non-Qualified Stock Option Agreement on
(the “ Original Agreement ”) pursuant to which
the Company granted an option to purchase
shares of common stock, par value $0.01 per share, of the Company
at an exercise price of $10.00 per share to Optionee, who is an
employee of the Company or an affiliate; and
WHEREAS, the parties now desire to
amend and restate the Original Agreement to reflect the effect of a
four-for-one common stock split of the Company’s common stock
effective January 24, 2006, to include a vesting period from
the date of this Agreement until January 1, 2009 and to
accelerate vesting of the Options (as defined below) under certain
circumstances;
NOW, THEREFORE, in consideration of
the mutual promises and covenants contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree to the
following terms:
1. Grant of Option; Vesting .
The Company hereby grants to Optionee the right and option to
purchase, as hereinafter set forth,
shares of common stock, par value $0.001 per share, of the Company
(the “ Common Stock ”) at the exercise price of
$2.50 per share (the “ Option ”). The Option
will vest and become exercisable as set forth in paragraph
2.
2. Option Period and Terms of
Exercise of Option . The Option will become exercisable on
January 1, 2009 and, except as provided below, the Option may
not be exercised unless Optionee shall have been in the continuous
employ of the Company or an affiliate from the date of this
Agreement to the date of exercise of the Option:
(i) In the event of Optionee’s
termination of employment on account of death or permanent or total
disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code), the Option shall vest to the extent not
already vested and become immediately exercisable in full for up to
one year from the date of such termination of employment, unless
the Option, by its terms, expires earlier.
(ii) In the event of
Optionee’s termination of employment for any reason (other
than the reasons set forth in subparagraph (i) of this
paragraph 2), the Option may be exercised, to the extent then
vested, for up to three months from the date of such termination of
employment, unless the Option, by its terms, expires earlier;
provided that, if Optionee’s termination of employment is a
Without Cause Termination or a Good Reason Termination (as such
terms are defined in the Employment Agreement between the Company
and Optionee of December 7, 2000 (the “Employment
Agreement”)), the Option shall vest to the extent not already
vested and become immediately exercisable in full for the period of
time set forth in this paragraph 2(ii).
In no event shall the Option be
exercisable in whole or in part after the expiration of 10 years
from the date of the Original Agreement. The Option is intended to
be a non-qualified stock option and shall not be treated as an
incentive stock option within the meaning of Section 422(b) of
the Internal Revenue Code.
3. Requirement of Employment
. Except as provided in paragraph 2 hereof, the Option and the
rights of Optionee evidenced hereby may not be exercised unless
Optionee is at the time of exercise an employee of the Company or
an affiliate of the Company.
4. Exercise of Option . The
Option may be exercised by written notice signed by Optionee and
delivered to the Chairman of the Board, Chief Executive Officer or
President or sent by registered or certified mail, postage prepaid,
addressed to the Company (for the attention of its Chairman of the
Board, Chief Executive Officer and President) at its corporate
office at 909 Fannin, Suite 1850, Houston, Texas 77010. Such notice
shall state the number of shares as to which the Option is
exercised and shall be accompanied by the full amount of the
exercise
