Exhibit
10.51
GREEN PLAINS
RENEWABLE ENERGY, INC.
NON-STATUTORY STOCK
OPTION AGREEMENT
THIS AGREEMENT is made
as of October 15, 2008, between Green Plains Renewable Energy,
Inc., an Iowa corporation (the “Company”), and Edgar
Seward (the “Optionee”).
THE PARTIES AGREE AS
FOLLOWS:
1.
Option
Grant . The Company hereby grants to the
Optionee an option (the “Option”) to purchase the
number of shares of the Company’s common stock (the
“Shares”), for an exercise price per share (the
“Option Price”) as of the Grant Date, all as set forth
below:
Shares under option:
50,000
Option Price per Share:
$5.99
Grant Date: October 15,
2008
The Option granted
hereunder will not be an incentive stock option within the meaning
of Section 422 of the Internal Revenue Code of 1986, as
amended.
2.
Installment
Exercises . Subject to such further limitations
as are provided herein, the Option shall become exercisable in four
installments, the Optionee having the right hereunder to purchase
from the Company the following number of Shares upon exercise of
the Option, in cumulative fashion:
|
|
|
Number of Shares
|
When Exercisable
|
|
12,500
|
Grant Date
|
|
12,500
|
First anniversary of Grant Date
|
|
12,500
|
Second anniversary of Grant Date
|
|
12,500
|
Third anniversary of Grant Date
|
To the extent not
exercisable upon Optionee’s termination of employment with
the Company, the Option shall be forfeited, unless otherwise
specified in this Agreement. The Option shall fully vest in
the event of a Change in Control. A “Change in Control”
shall be deemed to have occurred if, in a single transaction or
series of related transactions:
(a)
any person (as such term
is used in Section 13(d) and 14(d) of the 1934 Act, or persons
acting as a group, other than a trustee or fiduciary holding
securities under an employment benefit program, is or becomes a
“beneficial owner” (as defined in Rule 13-3 under the
1934 Act), directly or indirectly of securities of the Company
representing 51% or more of the combined voting power of the
Company, or
(b)
there is a merger,
consolidation, or other business combination transaction of the
Company with or into an other corporation, entity or person, other
than a transaction in which the holders of at least a majority of
the shares of voting capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by
such shares remaining outstanding or by their being converted into
shares of voting capital stock of the surviving entity) a majority
of the total voting power represented by the shares of voting
capital stock of the Company (or surviving entity) outstanding
immediately after such transaction, or
(c)
all or substantially all
of the Company’s assets are sold.
In addition, in the
event of a termination of Optionee’s employment by the
Company without Cause, the Option will be deemed to have vested
through the next annual anniversary of the Grant Date.
“Cause” shall mean one of the following:
(a) a material breach by Optionee of the terms of this
Agreement (including without limitation habitual neglect of or
deliberate or intentional refusal to perform any of his material
duties and obligations under this Agreement) other than due to
Optionee’s death or Disability, not cured within two (2)
weeks from receipt of notice from the Board of such breach, (b)
material wrongful misappropriation of any money, assets or other
property of the Company or any subsidiary or affiliate of the
Company, (c) the conviction of Optionee for any felony or a crime
involving moral turpitude, or (d) Optionee’s chronic
alcoholism or chronic drug addiction.
“Disability” shall mean Optionee is unable to
pe
