NON-STATUTORY STOCK OPTION AGREEMENT
EXHIBIT 10.1
THIS
NON-STATUTORY STOCK OPTION AGREEMENT (“Agreement”) executed March __, 2010 but
effective as of February 11, 2010, by and between MAGNUM HUNTER RESOURCES
CORPORATION, a Delaware corporation (“Corporation”), and Xxxxxx X. Xxxxxx
(“Optionee”).
The
Corporation wishes to grant Optionee options to purchase 250,000 shares of the
Corporation’s $.01 par value common stock (“Common Stock”) under the
Corporation’s 2006 Stock Incentive Plan (“Plan”), on the terms and subject to
the conditions set forth below.
It is
hereby agreed as follows:
Vesting
Event 1 (covering 50,000 Options) shall occur on February 11, 2011 provided
that; the Optionee is employed by the Corporation as of the close of business on
February 11, 2011.
Vesting
Event 2 (covering 50,000 Options) shall occur on February 11, 2011 provided
that; the Optionee is employed by the Corporation and the Corporation achieves
100,000 BOE of monthly production by February 11, 2011.
Vesting
Event 3 (covering 50,000 Options) shall occur at any time prior to February 11,
2011 provided that; the Optionee is employed by the Corporation and
that the Common Stock of the Corporation has traded at a daily VWAP of $4.50 or
more for 10 consecutive trading days. The VWAP shall be that as found
in the market data provided by Bloomberg, LP.
Vesting
Event 4 (covering 50,000 Options) shall
occur at any time prior to February 11, 2012 provided that; the Optionee is
employed by the Corporation and that the fully diluted market capitalization of
the Corporation has reached Four Hundred Million Dollars
($400,000,000) or greater.
Vesting
Event 5 (covering 50,000 Options) shall occur at any time prior to August 31,
2010 provided that; the Optionee is employed by the Corporation and that the
Corporation has successfully drilled, completed, and placed on commercial
production at least two (2) Marcellus Shale xxxxx and at least two (2) Eagle
Ford Shale xxxxx. Successful well as it relates to Xxxxxxxxx xxxxx means a well
with an IP of at least 2.0 Mmcfe per day and internally estimated reserves of
3.0 Bcfe. Successful well as it relates to Eagle Ford xxxxx means a
well with an IP of at least 750 Boe per day and internally estimated reserves of
200,000 Boe. The Compensation and Nominating Committee retains the
authority to toll the deadline for completion herein during the term of any
force majeure event.
Notwithstanding
the foregoing, in the event of a Change in Control of the Company on or after
February 11, 2010, then all Options shall vest and become immediately
exercisable in full and will remain exercisable in accordance with their
terms.
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15.5 Choice of
Law. The parties hereby agree that this Agreement has been executed
and delivered in the State of Texas and shall be construed, enforced and
governed by the laws thereof. This Agreement is in all respects
intended by each party hereto to be deemed and construed to have been jointly
prepared by the parties and the parties hereby expressly agree that any
uncertainty or ambiguity existing herein shall not be interpreted against either
of them.
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If
to Optionee:
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Xxxxxx
X. Xxxxxx
11622
Xxxxxx
Xxxxxxx,
Xxxxx 00000
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If
to Corporation:
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Magnum
Hunter Resources Corporation
000
Xxxx Xxx Xxxx.
Xxxxx
000
Xxxxxxx,
Xxxxx 00000
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Such
parties may designate in writing from time to time such other place or places
that such notices and demands may be given.
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“CORPORATION”
MAGNUM
HUNTER RESOURCES CORPORATION,
a
Delaware corporation
By:
/s/ Xxxx X.
Xxxxx
Xxxx
X. Xxxxx, Chief Executive Officer
“OPTIONEE”
/s/ Xxxxxx
X.
Xxxxxx
Xxxxxx X. Xxxxxx
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