Exhibit 10.15
Form of Amendment to Outstanding Option Agreements of Employees
_______________, 1997
[Recipient Name]
[Address]
[City, State, Zip Code]
Re: Stock Option Agreement with Xxxxx Xxxxxxx Natural Gas Corp. dated
__________ Providing for the Right to Purchase _____ Shares of Common
Stock at an Exercise Price of $__________ per Share
Dear [Recipient]:
This letter is to inform you that the Stock Option Plan (the "Plan") of
Xxxxx Xxxxxxx Natural Gas Corp. (the "Company") has been amended and restated
among other things to modify the procedures applicable to elections by optionees
to pay the exercise price of options and to satisfy tax withholding obligations
by tender of shares of the Company already owned by the optionee. In certain
circumstances, as set forth below, the prior consent of the Committee will no
longer be required in connection with such elections.
You are the holder of the above captioned Stock Option Agreement evidencing
non-qualified stock options granted under the Plan (the "Stock Option
Agreement"). The Company proposes to amend the Stock Option Agreement in a
manner consistent with the amended and restated Plan as follows:
Section 7 of the Stock Option Agreement is hereby amended to read in its
entirety as follows:
"7. METHOD OF EXERCISING OPTION. The Option may be exercised, in
whole or in part, by written notification to the Company accompanied by
cash or a certified check for the aggregate purchase price of the number of
shares being purchased, or upon exercise of the Option, the Employee shall
be entitled, without the requirement of further approval or other action by
the Committee, to pay for the shares (i) by tendering stock of the Company
that has been owned by the Employee for at least six (6) months with such
stock to be valued at the Fair Market Value (as defined below) on the date
immediately preceding the date of exercise or (ii) with a combination of
cash and stock that has been owned by the Employee for at least six (6)
months as provided above.
In addition, upon exercise of the Option, the Employee may, WITH THE
PRIOR APPROVAL OF THE COMMITTEE, pay for the shares (a) by tendering stock
of the Company already owned by the Employee but that has NOT been held by
the Employee for at least six (6) months with such stock to be valued at
the Fair Market Value (as defined below) on the date immediately preceding
the date of exercise, (b) surrendering a portion of the Option with such
surrendered portion to be valued based on the difference between the Fair
Market Value (as defined below) of the shares surrendered on the date
immediately preceding the date of exercise and the aggregate option
purchase price of the shares surrendered ("Surrender Value"), or (c) with a
combination of cash, stock of the Company that has NOT been held by the
Employee for at least six (6) months or surrender of options.
The Committee may also permit the Employee simultaneously to exercise
the Option and sell the shares of Common Stock thereby acquired, pursuant
to a brokerage or similar arrangement, approved in advanced by the
Committee, and use the proceeds from such sale as payment of the purchase
price of the shares being acquired upon exercise of the Option.
Notwithstanding any provision hereof, the obligation of the Company to
sell and deliver shares under the Option shall be subject to all applicable
laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchange as may be required.
The Employee shall not exercise any portion of the Option and the
Company will not be obligated to issue any shares under the Option if the
exercise thereof or if the issuance of the shares shall constitute a
violation by the Employee or the Company of any applicable law or
regulation. The Company may require as a condition to the issuance of
any shares of Common Stock upon exercise of the Option that the Employee
remit an amount sufficient, in the Company's opinion, to satisfy all
FICA, federal, state or other withholding tax requirements related to the
exercise of the Option. The Employee shall be entitled, without the
requirement of further approval or other action by the Committee, to
satisfy such obligation in whole or in part (i) by tendering stock of the
Company already owned by the Employee with such stock to be valued at the
Fair Market Value (as defined below) on the date immediately preceding
the date of exercise of the Option, (ii) by surrendering a portion of the
Option with such surrendered Option covering shares having a Surrender
Value equal to the amount of such requirement, or (iii) by a combination
of cash, stock of the Company or surrender of a portion of the Option."
If the foregoing amendment is acceptable to you, please do indicate by
signing and returning one (1) copy of the letter, retaining one copy for your
records, whereupon this letter will constitute an amendment to the Stock Option
Agreement. All other provisions of the Stock Option Agreement shall remain in
full force and effect.
Sincerely,
XXXXX XXXXXXX NATURAL GAS CORP.
By:
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Agreed to and accepted as of
the date first written above.
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(Signature)
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(Print Name)
