EXHIBIT 4.3
GULFWEST ENERGY INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement") is entered into
between GulfWest Energy Inc. (the "Company") and ___________________ (the
"Optionee"), effective as of the _____ day of _______, 200_. In consideration of
the mutual promises and covenants made therein, the parties hereby agree as
follows:
Grant of Option. Under the terms and conditions of the Company's 2004 Stock
Option and Compensation Plan (the "Plan"), which is incorporated by reference,
the Company grants to the Optionee stock options to acquire _______________ of
the Company's Class A Common Stock, par value $0.001 per share, at an exercise
price of $_____ per share (the "Option"). The Option is granted as of
_______________ (the "Date of Grant") and vests according to the schedule
provided below.
This Option is a newly granted option and vests according to the following
schedule:
If Optionee remains employed by Company until _____________: _____ _
Options will vest on that date and will expire on ______________________.
If Optionee remains employed by Company until _____________: _______
Options will vest on that date and will expire on _____________ __.
If Optionee remains employed by Company until ______________: Options will
vest on that date and will expire on June ___________ ___.
Additional stock options may be granted to employees based on future
performance of the Company and the individual employee.
Nature of Option. The Option is a "non-qualified stock option" and not an
"incentive stock option."
Term. The Option will expire as scheduled above (in each instance, the
"Expiration Date").
Vesting. The Option may be exercised, in whole or in part, at any time from
and after the vesting date through the applicable Expiration Date (the "Exercise
Period").
Procedure for Exercise. Exercise of the Option or a portion thereof shall
be effected by the giving of written notice to the Company by the Optionee in
accordance with Section 1.10(a) of the Plan and payment of the purchase price
prescribed in Section 1 of this Agreement for the shares to be acquired pursuant
to the exercise.
Payment of Purchase Price. Payment of the purchase price for any shares
purchased pursuant to the Option shall be in accordance with the provisions of
Section 1.10(b) of the Plan.
Transfer of Options. This Option may be transferred by the holder hereof,
upon five (5) days prior written notice to the Company, subject to compliance
with the terms of the Agreement, the Plan and applicable securities laws.
Rights Upon Termination of Employment. To the extent vested on the date of
termination, the rights granted herein shall be retained by the Optionee
following the termination of the Optionee's employment or service.
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Acceptance of Plan. The Option is granted subject to all of the applicable
terms and provisions of the Plan, and such terms and provisions are incorporated
by reference herein. The Optionee hereby accepts and agrees to be bound by all
the terms and conditions of the Plan.
Amendment. This Agreement may be amended by an instrument in writing signed
by both the Company and the Optionee.
Miscellaneous. This Agreement will be construed and enforced in accordance
with the laws of the State of Texas and will be binding upon and inure to the
benefit of any successor or assign of the Company and an executor,
administrator, trustee, guarantor or other legal representative of the Optionee.
Prior Incentive Stock Options. The parties agree and acknowledge that the
options granted pursuant to this Agreement are issued in lieu of Incentive Stock
Options purported to be granted to Optionee pursuant to an Incentive Stock
Option Agreement dated as of July 15, 2004 (the "Prior Options"). The parties
further agree and acknowledge that the Prior Options were purported to be issued
pursuant to the Company's Amended and Restated 1994 Stock Option and
Compensation Plan, which plan expired by its terms on February 1, 2004 and that
the Prior Options are null and void and of no legal effect. Optionee hereby
releases the Company from any liability or obligation with respect to the Prior
Options, including without limitation any liability or damages arising as a
result of the change in the status of the options from incentive stock options
to non-qualified stock options.
Corporate Changes. As provided in Section 1.11(a) of the Plan, the Option
may be revised by the Committee (as defined in the Plan) upon the occurrence of
any of the events described in such Section.
Executed to be effective as of the ________ day of ________ 200___.
THE COMPANY
GULFWEST ENERGY INC.
By: _________________________________
Its: CEO
By: _________________________________
Its: President
THE OPTIONEE
_______________________________________
Signature
_______________________________________
Date
_______________________________________
Social Security Number of Optionee
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GULFWEST ENERGY INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option Agreement (the "Agreement") is entered into
between GulfWest Energy Inc. (the "Company") and ___________ (the "Optionee"),
effective as of the _____ day of ___________. In consideration of the mutual
promises and covenants made therein, the parties hereby agree as follows:
Grant of Option. Under the terms and conditions of the Company's 2004 Stock
Option and Compensation Plan (the "Plan"), which is incorporated by reference,
the Company grants to the Optionee stock options to acquire __________ shares of
the Company's Class A Common Stock, par value $0.001 per share, at an exercise
price of $_____ per share (the "Option"). The Option is granted as of
___________ (the "Date of Grant") and vests according to the schedule provided
below.
The Option is granted to replace the options previously granted to and held
by the Optionee as listed below, which are hereby terminated by mutual agreement
consistent with Optionee's earlier oral agreement to do so. The Option will vest
on _______________, assuming Optionee remains employed on that date, and will
expire on _____________________________.
Options which the parties agree to terminate:
Number: ______ Price: $____ Issued: ________ agreed to: _______ initial
Number: ______ Price: $____ Issued: ________ agreed to: _______ initial
Additional stock options may be granted to employees based on future
performance of the Company and the individual employee.
Nature of Option. The Option is a "non-qualified stock option" and not an
"incentive stock option."
Term. The Option will expire as scheduled above (in each instance, the
"Expiration Date").
Vesting. The Option may be exercised, in whole or in part, at any time from
and after the vesting date through the applicable Expiration Date (the "Exercise
Period").
Procedure for Exercise. Exercise of the Option or a portion thereof shall
be effected by the giving of written notice to the Company by the Optionee in
accordance with Section 1.10(a) of the Plan and payment of the purchase price
prescribed in Section 1 of this Agreement for the shares to be acquired pursuant
to the exercise.
Payment of Purchase Price. Payment of the purchase price for any shares
purchased pursuant to the Option shall be in accordance with the provisions of
Section 1.10(b) of the Plan.
Transfer of Options. This Option may be transferred by the holder hereof,
upon five (5) days prior written notice to the Company, subject to compliance
with the terms of the Agreement, the Plan and applicable securities laws.
Rights Upon Termination of Employment. To the extent vested on the date of
termination, the rights herein shall be retained by the Optionee following the
termination of the Optionee's employment or service.
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Acceptance of Plan. The Option is granted subject to all of the applicable
terms and provisions of the Plan, and such terms and provisions are incorporated
by reference herein. The Optionee hereby accepts and agrees to be bound by all
the terms and conditions of the Plan.
Amendment. This Agreement may be amended by an instrument in writing signed
by both the Company and the Optionee.
Miscellaneous. This Agreement will be construed and enforced in accordance
with the laws of the State of Texas and will be binding upon and inure to the
benefit of any successor or assign of the Company and an executor,
administrator, trustee, guarantor or other legal representative of the Optionee.
Prior Incentive Stock Options. The parties agree and acknowledge that the
options granted pursuant to this Agreement are issued in lieu of Incentive Stock
Options purported to be granted to Optionee pursuant to an Incentive Stock
Option Agreement dated as of July 15, 2004 (the "Prior Options"). The parties
further agree and acknowledge that the Prior Options were purported to be issued
pursuant to the Company's Amended and Restated 1994 Stock Option and
Compensation Plan, which plan expired by its terms on February 1, 2004 and that
the Prior Options are null and void and of no legal effect. Optionee hereby
releases the Company from any liability or obligation with respect to the Prior
Options, including without limitation any liability or damages arising as a
result of the change in the status of the options from incentive stock options
to non-qualified stock options.
13. Corporate Changes. As provided in Section 1.11(a) of the Plan, the
Option may be revised by the Committee (as defined in the Plan) upon the
occurrence of any of the events described in such Section.
Executed to be effective as of the _______ day of __________ 200__.
THE COMPANY
GULFWEST ENERGY INC.
By: _________________________________
Its: CEO
By: _________________________________
Its: President
THE OPTIONEE
_______________________________________
Signature
_______________________________________
Date
_______________________________________
Social Security Number of Optionee
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