OPTION NO. MVOG-0-03
MAVERICK OIL AND GAS, INC.
STOCK OPTION AGREEMENT
UNDER THE
MAVERICK OIL AND GAS, INC.
2005 STOCK INCENTIVE PLAN (the "Plan")
This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Maverick Oil and Gas, Inc. (the "Company"),
and the person named on Schedule A hereto (the "Optionee").
WHEREAS, Optionee is a valuable employee of either the Company or any
Company Participating Group (hereinafter collectively or separately referred to
as the "Company"), which includes all subsidiaries of the Company, and whereas
the Company considers it desirable and in its best interest that Optionee be
given an inducement to acquire a proprietary interest in the Company and an
incentive to advance the interests of the Company by granting the Optionee an
option to purchase shares of common stock of the Company (the "Common Stock");
and
WHEREAS, to cover the granting of such Options, the Company has adopted
the 2005 Stock Incentive Plan (the "Plan").
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Company hereby grants Optionee an
option (the "Option") to purchase from it, upon the terms and conditions set
forth in this Agreement and the Plan, that number of shares of the authorized
and unissued Common Stock of the Company as is set forth on Schedule A hereto.
1. TERMS OF STOCK OPTION. The Option to purchase Common Stock
granted hereby is subject to the terms, conditions, and covenants set forth in
the Plan as well as the following:
(a) The Optionee has been provided with, reviewed and
fully understood, the terms, conditions and
covenants, of the Plan;
(b) This Option is granted under, and subject in its
entirety to, the terms of the Plan;
(c) The Optionee has been provided with, and fully
understands, the "Disclosure Document for the
Maverick Oil and Gas Inc. 2005 Stock Incentive Plan
"(the "Disclosure Document");
(d) This Option is intended to be an Incentive Stock
Option ("ISO") to the extent that it qualifies as
such under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), but the Company
does not represent or warrant that the Option
qualifies as an ISO under the Code. The Optionee
should consult with the Optionee's own tax advisors
regarding the tax consequences of this Option and the
requirements necessary to obtain favorable income tax
treatment under Section 422 of the Code. To the
extent that all or a portion of the Option does not
qualify as an ISO, the portion of the Option that
does not qualify as an ISO shall be treated as a
nonstatutory option or as otherwise required by
applicable tax law;
(e) The per share exercise price for the shares subject
to this Option shall be no less than the Fair Market
Value (as defined in the Plan) of the Common Stock on
the Grant Date, which exercise price is set forth on
Schedule A hereto;
(f) This Option shall vest in accordance with the vesting
schedule set forth on Schedule A hereto, subject to
whatever other limitations are set forth within the
Plan or contained in this Agreement;
(g) No portion of this Option may be exercised more than
ten (10) years from the Grant Date; and
(h) This Option shall be subject to the restrictions on
transferability set forth within the Plan.
2. MISCELLANEOUS.
(a) This Agreement is binding upon the parties hereto and
their respective heirs, personal representatives,
successors and assigns.
(b) This Agreement will be governed and interpreted in
accordance with the laws of the State of Florida, and
may be executed in more than one counterpart, each of
which shall constitute an original document.
(c) No alterations, amendments, changes or additions to
this agreement will be binding upon either the
Corporation or Optionee unless reduced to writing and
signed by both parties.
(d) Capitalized terms used within this Agreement unless
otherwise defined, shall have the meaning ascribed
thereto in the Plan.
(e) Nothing contained herein shall be construed as a
guarantee of continued employment of Optionee for any
specific duration of time.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
MAVERICK OIL AND GAS, INC.
By:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
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OPTIONEE
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Signature
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Print Name
2
SCHEDULE A
1. Optionee:
2. Grant Date: March 9, 2005
3. Number of Shares of Common Stock covered by the Option: 1,230,000
4. Exercise Price: $2.395 per share
5. The Option shall vest in accordance with the following schedule:
(i) Options to purchase 246,000 shares shall vest on March 9, 2006
(the "First Anniversary Date") provided Optionee remains
continuously employed by the Company from the Grant Date
through the First Anniversary Date; and if Optionee shall not
remain continuously employed by the Company through the First
Anniversary Date, Optionee shall forfeit upon such termination
of Service (as defined in the Plan), the right to vest in all
of the Options granted under this Agreement;
(ii) thereafter, on March 9, 2007 (the "Second Anniversary Date"),
Options to purchase 246,000 shares shall vest provided
Optionee remains continuously employed by the Company from the
Grant Date through the Second Anniversary Date; and if a
termination of Service occurs prior to the Second Anniversary
Date, all of the unvested Options as of the date such
termination of Service shall no longer continue to vest after
such termination of Service, and thereafter Optionee shall
forfeit any and all rights to any unvested Options;
(iii) thereafter, on March 9, 2008 (the "Third Anniversary Date"),
Options to purchase 246,000 shares shall vest provided
Optionee remains continuously employed by the Company from the
Grant Date through the Third Anniversary Date; and if a
termination of Service occurs prior to the Third Anniversary
Date, all of the unvested Options as of the date of such
termination of Service shall no longer continue to vest after
such termination of Service, and thereafter Optionee shall
forfeit any and all rights to any unvested Options;
(iv) thereafter, on March 9, 2009 (the "Fourth Anniversary Date"),
Options to purchase 246,000 shares shall vest provided
Optionee remains continuously employed by the Company from the
Grant Date through the Fourth Anniversary Date; and if a
termination of Service occurs prior to the Fourth Anniversary
Date, all of the unvested Options as of the date of such
termination of Service shall no longer continue to vest after
such termination of Service, and thereafter Optionee shall
forfeit any and all rights to any unvested Options;
(v) thereafter, on March 9, 2010 (the "Fifth Anniversary Date"),
Options to purchase 246,000 shares shall vest provide d
Optionee remains continuously employed by the Company from the
Grant Date through the Fifth Anniversary Date; and if a
termination of Service occurs prior to the Fifth Anniversary
Date, all of the unvested Options as of the date of such
termination of Service shall no longer continue to vest after
such termination of Service, and thereafter Optionee shall
forfeit any and all rights to any unvested Options;
(vi) upon whatever earlier dates as are permitted by the Company in
its sole discretion; or
(vii) as otherwise provided for, and in accordance with, the terms
and provisions of the Plan.
6. Once a termination of Service occurs, all Options to which
Optionee is then entitled to exercise may only be exercised, if at all, in
accordance with, and subject to, the terms and provisions of the Plan.
MAVERICK OIL AND GAS, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
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OPTIONEE
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Signature
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Print Name
3
