QUEST RESOURCE CORPORATION
2005 OMNIBUS STOCK AWARD PLAN
BONUS SHARES AWARD AGREEMENT
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Date of Grant: October 14, 2005
Number of Bonus Date Participant Must Be
Shares Granted Date Payable Employed to Receive Award
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THIS BONUS SHARES AWARD AGREEMENT (this "Award Agreement"), is entered on
__________________, by and between Quest Resource Corporation, a Nevada
corporation (the "Company"), and ________________________ (the "Participant").
RECITALS:
A. Effective October 14, 2005, the Company established the 2005 Omnibus
Stock Award Plan (the "Plan") under which the Company may grant employees,
consultants and non-employee directors of the Company certain equity-based
awards.
B. The Participant is an employee, consultant or non-employee director of
the Company or one of its subsidiaries and the Company desires to encourage
him/her to own Shares and to give him/her added incentive to advance the
interests of the Company, and desires to grant the Participant Bonus Shares of
the Company under the terms and conditions established by the Board.
AGREEMENT:
In consideration of the mutual promises and covenants contained herein,
Participant and the Company agree as follows:
Section 1. Incorporation of Plan
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All provisions of this Award Agreement and the rights of the Participant
hereunder are subject in all respects to the provisions of the Plan and the
powers of the Board therein provided. Capitalized terms used in this Agreement
but not defined shall have the meaning set forth in the Plan.
Section 2. Grant of Bonus Shares
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As of the Date of Xxxxx identified above, the Company grants to
Participant, subject to the terms and conditions set forth herein and in the
Plan, that number of Bonus Shares identified above opposite the heading "Number
of Bonus Shares Granted" (the "Bonus Shares").
Section 3. Effect of Termination of Employment of Participant
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Participant must be employed by the Company on the date specified, if any,
opposite the above headings "Number of Bonus Shares Granted" and "Date Payable,"
in order to be paid the listed number of Bonus Shares. If Participant is not
employed by the Company on any such specified date, the Award listed for such
date (and any Award(s) specified for any subsequent dates) will be forfeited.
Section 4. Nontransferability of Right to/Interest in Bonus Shares
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Prior to such time that the Bonus Shares are paid to the Participant, any
rights to, or interests in, the Bonus Shares, as herein granted, shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any right to, or interest in, the Bonus Shares, or upon the
levy of any attachment or similar process upon such Shares, contrary to the
provisions of the Plan, the Bonus Shares granted herein (that have not been
paid) shall immediately be forfeited.
Section 5. Board Authority
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Any questions concerning the interpretation of this Bonus Shares Award
Agreement and any controversy which arises under this Award Agreement shall be
settled by the Board in its sole discretion.
Section 6. Notice
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Whenever any notice is required or permitted hereunder, such notice must be
in writing and personally delivered, sent by recognized expedited delivery
service, with proof of delivery or sent by United States mail, postage prepaid,
certified mail, return receipt requested. Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date which it was
personally delivered, received by the addressee, or, whether actually received
or not, on the third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the person who is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith. The Company or Participant may
change, at any time and from time to time, by written notice to the other, the
address previously specified for receiving notices. Until changed in accordance
herewith, the Company and the Participant specify their respective addresses as
set forth below:
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Company: Quest Resource Corporation
Attn: Chief Financial Officer
0000 Xxxxx Xxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Participant: [Insert name and address]
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Section 7. Binding Effect
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This Award Agreement shall bind, and, except as specifically provided
herein, shall inure to the benefit of the respective heirs, legal
representatives, successors and assigns of the parties hereto.
Section 8. Governing Law
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This Award Agreement and the rights of all persons claiming hereunder shall
be construed and determined in accordance with the laws of the State of
Oklahoma.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and the Participant has hereunto set his or her hand effective the day and year
first above written.
QUEST RESOURCE CORPORATION
By:
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Title:
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PARTICIPANT
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