Compensation Option. In consideration for entering into this Agreement, Key Person shall receive special incentive compensation consisting of an option to purchase 2,500,000 shares of the Company's Common Stock, $0.00001 par value per share ("Option Shares"), exercisable at a price of $0.035 per share ("Option"). The Option shall be exercisable as to ten (10%) of the Option Shares immediately, and as to the remaining ninety (90%) of the Option Shares upon the earliest to occur of the following: (i) November 1, 2010; or (ii) the confirmation by the court of a Reorganization Plan filed with the United States Bankruptcy Court in Colorado pursuant to Chapter 11 of the United States Bankruptcy; or (iii) the dismissal from Chapter 11 Bankruptcy with approval of the court; or (iv) an event of a merger, consolidation, sale of assets or other transaction which results in the holders of the Corporation's Common Stock immediately before such transaction owning less than 50% of the stock outstanding immediately before the transaction; or (v) any other form of change of control as more fully defined in Section 4(a) herein; or (vi) a Voluntary Termination for Good Reason, as more fully set forth herein. In connection with the grant of the Option, the Company and Key Person shall enter into a written option agreement in the form attached hereto as Exhibit A.
Appears in 4 contracts
Samples: Management Retention Agreement (Rancher Energy Corp.), Management Retention Agreement (Rancher Energy Corp.), Management Retention Agreement (Rancher Energy Corp.)
