AMENDMENT TO
EXHIBIT
10.5
AMENDMENT
TO
This
Amendment to Non-Statutory Stock Option Agreement (this “Amendment”) is entered
into effective as of July 15, 2010 (the “Effective Date”), by and between Magnum
Hunter Resources Corporation, a Delaware corporation (the “Company”), and
Xxxxxxxx X. Xxxxxxxx, III (“Optionee”).
W
I T N E S S E T H:
WHEREAS, the Company and
Optionee have heretofore entered into that certain Non-Statutory Stock Option
Agreement with an effective date of February 11, 2010 (the “Stock Option
Agreement”) pursuant to which Optionee was granted an option (the “Option”) to
purchase shares of the common stock of the Company, par value $.01 per share
(“Common Stock”), on the terms and conditions set forth in the Stock Option
Agreement and the Company’s 2006 Stock Incentive Plan, as amended;
and
WHEREAS, the Stock Option
Agreement originally covered 300,000 shares at an exercise price of $2.25 per
share; and
WHEREAS, the Company has
determined that the language regarding Vesting Event 2 was
incorrect;
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises contained herein, the
parties, intending to be legally bound hereby, agree as follows, effective as of
the Effective Date:
1. The Stock
Option Agreement is hereby amended by deleting Section 2 Vesting Event 2 of the
Stock Option Agreement and substituting the following therefor:
(a) “Vesting
Event 2 (covering 60,000 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.”
2. The Stock
Option Agreement is hereby amended by deleting Section 2 Vesting Event 3 of the
Stock Option Agreement and substituting the following therefor:
(a) “Vesting
Event 3 (covering 60,000 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.”
3. (a) Optionee
represents and warrants to the Company that: (i) this Amendment and the terms of
this Amendment have been freely made and without duress after having consulted
with professionals of Optionee’s choice; (ii) as of the Effective Date, Optionee
is the lawful owner of, and has good title to, the Option; (iii) the Option is
free and clear of all liens, encumbrances, and adverse claims; (iv) Optionee has
not heretofore assigned, transferred, sold, delivered, mortgaged, pledged,
granted options or rights to purchase, or encumbered the Option; (v) Optionee
has the right, power, and authority to enter into this Amendment; and (vi) this
Amendment has been duly executed by, and constitutes a legal, valid, binding and
enforceable obligation of, Optionee.
(b) Optionee
acknowledges and agrees that Optionee is not relying upon any written or oral
statement or representation of the Company, its affiliates, or any of their
respective officers, directors, shareholders, agents, attorneys, or successors,
or any failure of such individual or entity to disclose information, or any
written or oral statements or representations or failure to disclose information
by any representative or agent of such individual or entity. Optionee
acknowledges and agrees that in deciding to enter into this Amendment, Optionee
is relying on his or her own judgment and the judgment of the professionals of
Optionee’s choice with whom Optionee has consulted.
4. As amended
hereby, the Stock Option Agreement is specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the
Company has caused this Amendment to be duly executed by an officer thereunto
duly authorized, and Optionee has executed this Amendment, as of the 15th day
of July 2010, effective as of the Effective Date.
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Magnum
Hunter Resources Corporation
By: /s/ Xxxx X.
Xxxxx
Name: Xxxx X.
Xxxxx
Title:
Chief Executive Officer
OPTIONEE
/s/ Xxxxxxxx
X. Xxxxxxxx,
XX
Xxxxxxxx
X. Xxxxxxxx, XX
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