EXHIBIT 10.2
NONSTATUTORY STOCK OPTION
AGREEMENT
OMEGA PROTEIN
CORPORATION
2006 INCENTIVE
PLAN
This Stock Option Agreement (the
“Agreement”), is entered into as of February 3,
2009 between Omega Protein Corporation, a Nevada corporation
(the “Company”), and [
] (the “Optionee”).
WITNESSETH:
WHEREAS, the Company has adopted the
Omega Protein Corporation 2006 Incentive Plan (the
“Plan”) to encourage officers, employees, outside
directors and consultants of the Company and its Subsidiaries to
acquire or increase their ownership interest in the Company and to
provide a means whereby they may develop a sense of proprietorship
and personal involvement in the development and financial success
of the Company, and to encourage them to remain with and devote
their best efforts to the business of the Company thereby advancing
the interests of the Company and its stockholders; and
WHEREAS, the Plan provides that such
selected individuals may be granted a certain number of Options (as
defined in the Plan) to purchase shares of the Common Stock, par
value $.0l per share (“Common Stock”), of the Company
to provide them with an ownership interest in the growth of the
Company; and
WHEREAS, the Optionee has been
selected to receive such award;
NOW, THEREFORE, in consideration of
the premises, the terms and conditions set forth herein, the mutual
benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Grant of
Option . Pursuant to the Plan, the Company grants Optionee an
option (the “Option” or “Stock Option”) to
purchase
full shares (the “Optioned Shares”) of Common Stock at
an Option Price equal to $4.02 per share. The Date of Grant of this
Stock Option is February 3, 2009. The “Option
Period” shall commence on the Date of Grant and shall expire
on the date immediately preceding the tenth (10
th
) anniversary
of the Date of Grant. The Stock Option is a Nonstatutory Stock
Option.
2. Subject to Plan . The
Stock Option and its exercise are subject to the terms and
conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this
Agreement. The capitalized terms used herein that are defined in
the Plan shall have the same meanings assigned to them in the Plan.
The Stock Option is subject to any rules promulgated pursuant to
the Plan by the Committee.
3. Vesting: Time of Exercise
. Except as specifically provided in this Agreement and subject to
certain restrictions and conditions set forth in the Plan, the
Stock Option shall be vested and exercisable as follows (it being
understood that the right to purchase Option Shares shall be
cumulative so that the Optionee may purchase on or after any such
anniversary and
during the remainder of the Option Period those
quantifies of Option Shares which the Optionee was entitled to
purchase but did not purchase during any preceding period or
periods):
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a.
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With respect to
33.3% of the total Optioned Shares, the Stock Option shall vest and
become exercisable on the first anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a
consultant or an Outside Director, is providing services to) the
Company or a Subsidiary on that date.
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b.
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With respect to
33.3% of the total Optioned Shares, the Stock Option shall vest and
become exercisable on the second anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a
consultant or an Outside Director, is providing services to) the
Company or a Subsidiary on that date.
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c.
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With respect to
33.3% of the total Optioned Shares, the Stock Option shall vest and
become exercisable on the third anniversary of the Date of Grant
provided the Optionee is employed by (or, if the Optionee is a
consultant or an Outside Director, is providing services to) the
Company or a Subsidiary on that date.
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d.
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A Optionee
shall become 100% vested in the total Optioned Shares hereunder on
the day preceding an event which constitutes a Change in Control as
defined in the Plan.
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4. Term;
Forfeiture . In the event of Optionee’s termination of
employment with the Company and its Subsidiaries (whether
voluntarily by the Optionee or involuntarily by the Company) (in
either case, a “Termination of Employment”) for any
reason other than for Cause or Optionee’s death or
disability, the Option outstanding on such date of Termination of
Employment, to the extent vested on such date, may be exercised by
Optionee (or, in the event of Optionee’s subsequent death, by
Optionee’s Heir (as defined below)) until the expiration of
the Option Period, but not thereafter. In no event shall the Option
be exercisable after the tenth (10 th ) anniversary of the Date
of Grant. To the extent the Option is not vested on
Optionee’s date of Termination of Employment, the Option
shall automatically lapse and be canceled unexercised as of such
date.
In the event that Optionee’s
employment is terminated for Cause, any Option granted pursuant to
this Agreement whether vested or unvested shall be forfeited upon
the date that the Optionee’s Termination of Employment.
Termination for “Cause” shall mean (i) the
Employee’s final conviction of a felony crime that enriched
the Employee at the expense of the Company; or (ii) the
Employee has deliberately and intentionally refused to carry out
his duties in gross dereliction of those duties and, after
receiving written notice to such effect from the Company, has
failed to cure the existing problem within five (5) days. For
purposes of determining whether Cause has occurred, no act or
failure to act on the part of the Employee shall be considered
“deliberate and intentional” unless it is taken or
omitted to be taken by the Employee in bad faith or without a
reasonable belief by the Employee that the Employee’s act or
omission was in the best interests of the Company. For the purposes
the definition of Cause, the term “Company” includes
Subsidiaries of the Company.
2
In the event of
Optionee’s Termination of Employment by reason of death or
disability, as defined by the Committee in its sole discretion
pursuant to the terms of the Plan, the Option shall be fully vested
on such date of termination and may be exercised by Optionee or, in
the event of Optionee’s death, by the person to whom
Optionee’s rights shall pass by will or the laws of descent
and distribution (“Heir”), at any time within the
twelve (12) month period beginning on Optionee’s
Termination of Employment, but not thereafter. However, in no event
shall the Option be exercisable after the tenth (10
th
) anniversary
of the Date of Grant.
5. Who May Exercise . Subject
to the terms and conditions set forth in Sections 3 and 4 above,
during the lifetime of the Optionee, the Stock Option may be
exercised only by the Optionee, or by the Optionee’s guardian
or personal or legal representative (in the event of his or her
disability or by a broker dealer subject to Section 2.3 of the
Plan).
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 Optionee 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 having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that the Shares
which are tendered must have been held by the Optionee 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 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 shall be effected by the surrender of such
Shares to the Company in
