Nonqualified Stock Option Agreement
_______,
200_
[Name]
[Address]
Dear
_________:
I
am
pleased to inform you that MRU Holdings, Inc. (the "Company") has granted you
nonqualified
stock options
to
purchase shares of the Company's common stock, par value $0.001, (the "Common
Stock") as set forth below.
The
grant
of this option is made pursuant to the MRU Holdings, Inc. 2004 Incentive Plan
(the "Plan"). The terms of the Plan are incorporated into this letter and in
the
case of any conflict between the Plan and this letter, the terms of the Plan
shall control.
Now,
therefore, in consideration of the foregoing and the mutual covenants
hereinafter set forth:
1.
Nonqualified
Stock Option.
The
Company hereby grants you a nonqualified stock option ("NQO") to purchase from
the Company __________ shares of Common Stock at a price of $____ per share.
The
Date of Grant is _____, 200_. Unless earlier exercised or terminated in
accordance with the terms hereunder and in the Plan, this NQO will expire on
the
date that is the tenth (10th)
anniversary of the Date of Grant.
2.
Entitlement
to Exercise the NQO.
The
grant of the NQO is subject to the following terms and conditions:
(a)
This
NQO
will vest 50% on the Grant Date and the remaining 50% will vest on the first
anniversary of the Grant Date. The NQO shall cease to vest as of the date of
termination for any reason of your employment or other relationship underlying
the issuance of this NQO, not withstanding any employment agreement the Company
may have previously executed with you.
(b)
If you
die when any portion of the NQO is exercisable, then the person to whom your
rights under the NQO shall have passed by will or by the laws of distribution
may exercise any of the exercisable portion of the NQO within one (1) year
after
your death, provided that no NQO may be exercised in any event more than ten
(10) years after the Date of Grant.
4.
Method
of Exercise & Payment Under the NQO.
You may
exercise the vested portion of the NQO in whole or in part, by giving written
notice to the Company which shall state the election to exercise the NQO and
the
number of shares of Common Stock with respect to which the NQO is being
exercised. The written notice shall be signed by the person exercising the
NQO,
shall be delivered to the Corporate Secretary of the Company at the Company's
principal executive office, and shall be accompanied by payment in full of
the
exercise price for the shares of Common Stock being purchased, by delivery
of
cash or check.
5.
Tax
Withholding.
As a
condition of exercise, you agree that at the time of exercise that you will
pay
to the Company the Applicable Withholding Taxes (as that term is defined in
the
Plan), if any, that the Company is required to withhold in connection with
the
exercise of the NQO. To satisfy the Applicable Withholding Taxes, you may elect
to (i) make cash payment or authorize additional withholding from cash
compensation, (ii) deliver Mature Shares (as that term is defined in the Plan)
(valued at their Fair Market Value) or (iii) have the Company retain that number
of shares of Common Stock that would satisfy all or a portion of the Applicable
Withholding Taxes.
6.
Transferability
of NQO.
The NQO
is not transferable by you (other than by will or by the laws of descent and
distribution) and may be exercised during your lifetime only by you.
7.
Termination
of NQO.
In the
event that your employment or other relationship underlying the issuance of
this
NQO is terminated for Cause (as that term is defined in the Plan), your vested
and non-vested NQO rights shall be forfeited and terminated immediately and
may
not thereafter be exercised to any extent.
In
the
event that your employment or other relationship underlying the issuance of
this
NQO is terminated by you or the Company for any reason other than Cause or
your
death, you shall have the right to exercise the portion of the NQO that has
vested as of the date of such termination at any time during the ninety (90)
day
period following the date of such termination, and not thereafter, provided
that
no NQO may be exercised in any event more than ten (10) years after the Date
of
Grant.
8.
Adjustments.
If the
number of outstanding shares of Common Stock is increased or decreased as a
result of one or more stock splits, reverse stock splits, stock dividends,
recapitalizations, mergers, share exchange acquisitions, combinations or
reclassifications, the number of shares with respect to which you have an
unexercised NQO and the NQO price shall be appropriately adjusted as provided
in
the Plan.
9.
Delivery
of Certificate.
The
Company may delay delivery of the certificate for shares purchased pursuant
to
the exercise of an NQO until (i) receipt of any required representation by
you
or completion of any registration or other qualification of such shares under
any state or federal law regulation that the Company's counsel shall determine
as necessary or advisable, and (ii) receipt by the Company of advice by counsel
that all applicable legal requirements have been complied with. As a condition
of exercising the NQO, you may be required to execute a customary written
indication of your investment intent and such other agreements the Company
deems
necessary or appropriate to comply with applicable securities laws.
10.
No
Guaranteed Right of Employment.
If you
are employed by the Company, nothing contained herein shall confer upon you
any
right to be continued in the employment of the Company or interfere in any
way
with the right of the Company to terminate your employment at any time for
any
cause.
11.
Notice
of Disqualifying Dispositions.
You
agree to notify the Company in writing immediately after you make a disposition
of any shares acquired upon exercise of this NQO if such disposition occurs
before the later of (a) the date that is two years after the Date of Grant,
or
(b) the date that is one year after the date that you acquired such shares
upon
exercise of this NQO.
12.
Notices.
Notices
hereunder shall be mailed or delivered to the Company at its principal place
of
business, and shall be delivered to you in person or mailed or delivered to
you
at the address set forth below, or in either case at such other address as
one
party may subsequently furnish to the other party in writing.
13.
Choice
of Law.
This
Agreement shall be governed by Delaware law, without giving effect to the
conflicts of laws provisions thereof.
[SIGNATURE
PAGE FOLLOWS]
| MRU Holdings, Inc. | |
| By:_____________________________ | |
| Name: | |
| Title: |
ACKNOWLEDGEMENT
BY OPTIONEE
The
foregoing NQO is hereby accepted and the terms and conditions thereof hereby
agreed to by the undersigned as of the Date of Grant specified above.
|
_______________________________
Optionee’s
Signature
Optionee’s
Address:
_______________________________
_______________________________
_______________________________
|
