This
Stock Option Agreement (this “Agreement”) is
entered into as of _______ by and between Power Oil & Gas
Inc., a Canadian corporation (the “Corporation”),
and _______ (the “Optionee”).
WHEREAS,
the Corporation desires to afford the Optionee an opportunity
to purchase certain shares of the Corporation’s common
stock so as to acquire a proprietary interest as a shareholder
of the Corporation and to provide the Optionee with an
incentive to use his best efforts in the service of the
Corporation.
NOW,
THEREFORE, in consideration of the premises and mutual
covenants set forth below, the parties agree as
follows:
(1)
Grant of
Option .
The
Corporation hereby grants to Optionee the right to purchase up
to the aggregate number of Shares set forth in Exhibit A
attached hereto at the exercise price per Share stated
therein. The right to purchase such Shares shall be
subject to all of the provisions, terms and conditions set
forth in this Agreement and in the Power Oil & Gas Inc.
2007 Stock Option (the “Plan”), a copy of which is
annexed hereto and made a part hereof. Unless
defined in this Agreement, capitalized terms used herein shall
have the meaning ascribed to them in the Plan.
This
Option is intended to be and shall be treated as an Incentive
Stock Option under Section 422 of the Code unless this
sentence has been manually crossed out and its deletion is
followed by the signature of the corporate officer who signed
this Option on behalf of the Corporation ______X______(check
if applicable).
(2)
Vesting Schedule
and Expiration .
This
Option shall not be exercisable prior to the vesting date set
forth in Exhibit A attached hereto or subsequent to the
expiration date set forth therein unless extended by the Board
of Directors or the Option Committee. During the
exercise period, the Option may be exercised by the Optionee
(or such other person or persons authorized to exercise
Options under the Plan), in whole or in part, from time to
time, subject to the maximum percentage of Options then
exercisable in accordance with the schedule set forth in
Exhibit A attached hereto. The Corporation agrees
to maintain during such exercise period a sufficient number of
Shares (which may be authorized and unissued Shares or issued
Shares that have been reacquired by the Corporation)
corresponding to the number of unexercised Options granted to
the Optionee after taking into account any Share adjustment
under the Plan.
(3)
Restrictions on
Transferability of Options .
This
Option may not be transferred by the Optionee other than by
will or the laws of descent and distribution and may be
exercised during the Optionee’s lifetime only by the
Optionee or the Optionee’s guardian or legal
representative. A transfer of an Option by will or
the laws of descent and distribution shall not be effective
unless the Option Committee shall have been furnished with
such evidence as it may deem necessary to establish the
validity and effectiveness of the transfer.
(4)
Termination
Provisions.
Except
as provided in paragraphs (2), and (3) below, if an
Optionee’s employment by, or relationship with, the
Corporation is terminated voluntarily or, by the Corporation,
whether such termination is for Cause or for no reason
whatsoever, any Option heretofore granted which remains
unexercised at the time of such termination shall expire
immediately, provided, however, that the Option Committee may,
in its sole and absolute discretion, within thirty (30) days
of such termination, waive the expiration of any Option
awarded under the Plan, by giving written notice of such
waiver to the Optionee at such Optionee’s last known
address. In the event of such waiver, the Optionee
may exercise any such Options only to such extent, for such
time, and upon such terms and conditions set forth in
subparagraph (i) above. The determination as to
whether a termination is voluntary or for Cause shall be made
by the Option Committee, whose decision shall be final and
conclusive.
If
an Optionee ceases to be employed by or ceases to perform
services to the Corporation by reason of death or Disability,
the aggregate amount of unexercised Options granted hereunder
shall thereupon become fully vested and immediately
exercisable and shall expire no later than one (1) year
thereafter unless such Options by their terms expire before
such date. During such one (1) year period, the
Optionee, or, in the case of death, the Optionee’s
estate or the person or persons to whom the Option was
transferred by will or the laws of descent and distribution,
may exercise any such Options, and if not exercised, shall
expire at the end of such one (1) year period unless such
Options by their terms expire before such date.
If
the Optionee ceases to be employed by, or ceases to provide
services to the Corporation by reason of Retirement, the
aggregate amount of unexercised Options granted hereunder
shall thereupon become fully vested and immediately
exercisable and shall expire, in the case of an Incentive
Stock Option, no later than three (3) months following such
Retirement, or in the case of a Nonqualifying Stock Option one
(1) year following Retirement, unless, in either case, the
Options by their terms expire prior to such date.
(5)
Exercise,
Payment for and Delivery of Stock.
This
Option may be exercised by the Optionee or other person then
entitled to exercise it by delivery of a written notice to the
Secretary of the Corporation together with this Option
Agreement specifying the number of Options intended to be
exercised and the exercise price and accompanied by payment in
full of the exercise price for the number of Shares with
respect to which the Option is exercised.
If
the Corporation is required to withhold any federal, state or
local tax as a result of such exercise, the notice shall also
be accompanied by a check payable to the Corporation in
payment of the applicable amount required to be withheld,
unless alternate arrangements have been agreed to between the
parties to satisfy any applicable withholding
obligations.
Payment
for Shares may be made in cash, or with the approval of the
Option Committee (which may be withheld in its sole
discretion) with Shares having a fair market value on the date
of exercise equal to the exercise price, or a combination of
cash and Shares. In addition, subject to the
approval of the Option Committee (which may be withheld in its
sole discretion), payment may be eff
