NON-STATUTORY STOCK OPTION AGREEMENT
EXHIBIT 10.6
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. Xxxxxxxxxx
(“Optionee”).
R E C I T
A L
The
Corporation wishes to grant Optionee options to purchase 50,000 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 10,000 Options) shall occur at any such time prior to August
31, 2010 provided that; the Optionee is employed by the Company and that the 20
inch or greater diameter Eureka Hunter Gas Pipeline has been completed
sufficient to allow production and sales from new xxxxx drilled by the Company.
The Compensation and Nominating Committee retains the authority to toll the
deadline for completion herein during the term of any force majeure
event.
Vesting
Event 2 (covering 10,000 Options) shall occur at any such time prior to December
31, 2010 provided that; the Optionee is employed by the Company and that the
Eureka Hunter Gas Pipeline (the Pipeline”) has been completed a transaction with
at third party whereby the Company retains at least a 50% ownership in the
Pipeline and that the Company has realized at least $ 10,000 000 of value in
profits or carried interest.
Vesting
Event 3 (covering 10,000 Options) shall occur at any such time prior to December
31, 2010 provided that; the Optionee is employed by the Company and that the
Eureka Hunter Gas Pipeline has been completed and has achieved a daily
throughput rate of 5,000 mcf per day of third party gas.
Vesting
Event 4 (covering 10,000 Options) shall occur at any such time prior to February
11, 2011 provided that; the Optionee is employed by the Company and that the
Eureka Hunter Gas Pipeline has been completed and has achieved a daily
throughput rate of at least 10,000 mcf per day.
Vesting
Event 5 (covering 10,000 Options) shall occur at any such time prior to February
11, 2012 provided that; the Optionee is employed by the Company and that the
Eureka Hunter Gas Pipeline has been completed and has achieved a daily
throughput rate of at least 25,000 mcf per day.
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.
If
to Optionee:
|
Xxxxxx
X. Xxxxxxxxxx
00000 Xxxxxxxx
Xxxxxxx,
Xxxxx 00000
|
-4-
If to Corporation: |
Magnum
Hunter Resources Corporation
000
Xxxx Xxx Xxxx.
Xxxxx
000
Xxxxxxx,
Xxxxx 00000
|
Such
parties may designate in writing from time to time such other place or places
that such notices and demands may be given.
“CORPORATION”
MAGNUM
HUNTER RESOURCES CORPORATION,
a
Delaware corporation
By:
/s/ Xxxx X.
Xxxxx
Xxxx
X. Xxxxx, Chief Executive Officer
“OPTIONEE”
/s/
Xxxxxx X.
Xxxxxxxxxx Xxxxxx
X. Xxxxxxxxxx |
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