INDIGO-ENERGY, INC.
2007
STOCK OPTION PLAN
To
_____________:
We
are
pleased to notify you that, by action of the Board of Directors (hereinafter
called the "Board"), a nonqualified stock option for you to purchase __________
shares of the Common Stock, $0.001 par value (the “Common Stock”), of
Indigo-Energy, Inc. (herein called the "Company"), at the price of $_______
per
share (herein called the "Exercise Price") was approved, effective
________________, pursuant to the Company's 2007 Stock Option Plan (the "2007
Plan"). In accordance with the provisions of Section 6.1.4 of the 2007 Plan,
this Agreement shall become effective on October 29, 2007. This option may
be
exercised only upon the terms and conditions set forth below.
Exercising
options may not be a prudent business decision for some persons. Therefore,
we
urge you to review this opportunity carefully and consult with your own tax
advisor prior to exercising this option, as the decision as to whether to
exercise this option and the manner in which you exercise the option should
be
guided by your personal financial and tax considerations.
1. Purpose
of Option.
The
purpose of the 2007 Plan under which this Non-Qualified Stock Option has been
granted is to encourage selected employees, directors and consultants to improve
operations and increase profits of the Company and to accept or continue
employment or association with the Company and/or its affiliates. It also seeks
to increase the interest of selected employees, directors and consultants in
the
Company’s welfare through share participation in the growth in value of the
common stock of the Company.
2. Acceptance
of Option Agreement.
Your
execution of this nonqualified stock option agreement will indicate your
acceptance of and your willingness to be bound by its terms; it imposes no
obligation upon you to purchase any of the shares subject to the option. Your
obligation to purchase shares can arise only upon your exercise of the option
in
the manner set forth in paragraph 4 hereof.
3. When
Option May Be Exercised.
This
option shall be exercisable fully at any time after October 29, 2007.
This
option may not be exercised after October 16, 2017 unless sooner terminated
as
provided in paragraph 5 hereof.
4. How
Option May Be Exercised.
This
option is exercisable by a written notice signed by you and delivered to the
Company at its executive offices, signifying your election to exercise the
option ("Notice of Exercise"). The Notice of Exercise, substantially in the
form
attached hereto as Exhibit A, must state the number of shares of Common Stock
as
to which your option is being exercised and must contain a statement by you
that
such shares are being acquired by you for investment and not with a view to
their distribution or resale (unless a registration statement covering the
shares purchasable has been declared effective by the Securities and Exchange
Commission, with it being acknowledged by you that the Company shall not be
under any obligation to file any such registration statement) and must be
accompanied by:
a. cash
or
check to the order of the Company for the full Exercise Price of the shares
being purchased, plus such amount, if any, as is required for federal and state
withholding and employment taxes. The Exercise Price may also be paid, at the
discretion of the Administrator (as defined in the 2007 Plan), by tendering
shares of Common Stock that (i) you currently hold and (ii) which have a Fair
Market Value, as defined in the 2007 Plan, as of the day of exercise equal
to
the full purchase price of the shares being purchased, plus such amount, if
any,
as is required for withholding and employment taxes.
b. a
written
acknowledgement by you, in such form as may be determined by the Board, that
an
investment in the Common Stock of the Company involves a high degree of risk,
that you have received a copy of the Company's financial statements for the
most
recently ended fiscal year for which such statement is available (which shall
be
provided annually to you by the Company), and that you have had the opportunity
to ask questions of management concerning the Company prior to the exercise
of
this option (the Company to provide such information as you may reasonably
request).
The
full
Exercise Price for share of Common Stock purchased upon the exercise of this
option shall be paid at the time of such exercise (except that, in the case
of
an exercise arrangement approved by the Board and described above, payment
may
be made as soon as practicable after the exercise).
The
Board
may cause each certificate evidencing the purchased Common Stock to be endorsed
with one or more legends setting forth the restrictions on transfer or otherwise
of such Common Stock.
Certificates
for shares of the Common Stock so purchased will be issued as soon as
practicable. The Company, however, shall not be required to issue or deliver
a
certificate for any shares until it has complied with all requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, any stock exchange on which the Company’s Common Stock may then be
listed and all applicable state laws in connection with the issuance or sale
of
such shares or the listing of such shares on said exchange. Until the issuance
of the certificate for such shares, you or such other person as may be entitled
to exercise this option, shall have none of the rights of a stockholder with
respect to shares subject to this option.
You
shall
promptly advise the Company of any sale of shares of Common Stock issued upon
exercise of this option which occurs within one year from the date of the
exercise of this option.
By
your
acceptance hereof, you agree that you will not sell, transfer, pledge or
otherwise dispose of any shares of Common Stock you acquire upon an exercise
of
this option prior to the first anniversary of the date of such
exercise.
5. Subject
to Terms of the 2007 Plan.
This
Nonqualified Stock Option Agreement shall be subject in all respects to the
terms and conditions of the 2007 Plan and, in the event of any question or
controversy relating to the terms of the 2007 Plan, the decision of the Board
shall be conclusive. THIS AGREEMENT SHALL BE NULL AND VOID AB
INITIO,
AND THE
OPTION GRANT REFLECTED HEREIN SHALL BE DEEMED FORFEITED, UNLESS THE COMPANY
RECEIVES, WITHIN TWO WEEKS OF ITS TENDER OF THIS AGREEMENT TO YOU, ONE COPY
HEREOF BEARING YOUR ORIGINAL COUNTERSIGNATURE BELOW.
6. Tax
Status.
This
option does not qualify as an "incentive stock option" under the provisions
of
Section 422 of the Internal Revenue Code of 1986, an amended, and the
regulations thereunder, and the income tax implications of your receipt of
a
nonqualified stock option and your exercise of such an option should be
discussed with your tax advisor.
Sincerely
yours,
By:_______________________________
Name:
Xxxxxx X. Xxxxxx
Title:
Chief Executive Officer
Agreed
to
and Accepted
this
___
day of ______________.
________________________
NOTICE
OF
EXERCISE
(To
be
Executed by an Optionholder to Purchase Shares of
Common
Stock of Indigo-Energy, Inc. under its 2007 Stock Option Plan)
The
undersigned hereby irrevocably elects to exercise his or her right to purchase
___________________ (__________) shares of Common Stock, $0.01 par value per
share (the "Shares"), of Indigo-Energy, Inc. ("Indigo") as provided by the
Nonqualified Stock Option Agreement between the undersigned and Indigo, dated
________________. According to the conditions thereof, the undersigned hereby
makes payment of the Exercise Price for such Shares in the full amount of
$______________, by wire transfer or by check delivered herewith.
By
executing this Notice of Exercise, the undersigned represents and warrants
to
Indigo that the following statements are true and correct:
1. I
am
acquiring the shares of Indigo's Common Stock for investment purposes only
and
not with a view to their distribution or resale.
2. I
understand that an investment in the Common Stock of the Company involves a
high
degree of risk and is suitable only for persons of adequate financial means
and
should not be made by anyone who cannot afford the loss of his or her entire
investment.
3. I
have
received and carefully read and am familiar with the Company's financial
statements for the most recently ended fiscal year for which such statements
are
available.
4. I
acknowledge that I have had an opportunity to consult with counsel and other
advisers about acquiring the shares of the Company's Common Stock for investment
purposes.
5. I
have
had the opportunity to ask questions of management concerning the Company prior
to the exercise of the option and the Company has made available such
information pertaining to my acquiring the Shares as I have reasonably
requested.
|
Signature:
|
______________________________
|
|
|
Print
Name:
|
||
|
Address:
|
______________________________
|
|
|
______________________________
|
||
|
______________________________
|
||
|
|
Dated:
______________________
