EXHIBIT 10.2
Form of NQSO Agreement for Employees
GATEWAY ENERGY CORPORATION
2007 EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Date of Grant:
---------------
Number of Shares of Common Stock to
Which Option Relates:
---------------
Option Exercise Price per Share: $
(Representing 100% of the Fair Market Value ---------------
on the Date of Grant)
This Agreement dated ____________________, is made by and between
Gateway Energy Corporation, a Delaware corporation (the "Company"), and
________________ (the "Optionee").
RECITALS:
A. Effective May 23, 2007, the Company's shareholders approved the
Gateway Energy Corporation 2007 Equity Incentive Plan (the "Plan") pursuant to
which the Company may, from time to time, grant options to key employees and
non-employee directors of the Company to purchase shares of common stock in the
Company.
B. The Optionee is an employee of the Company and the Company desires
to grant to the Optionee a nonqualified share option to purchase shares of
common stock in the Company on the terms and conditions reflected in this Option
Agreement, the Plan and as otherwise established by the Committee.
AGREEMENT:
In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Incorporation of Plan. All provisions of this Option Agreement and
the rights of the Optionee are subject in all respects to the provisions of the
Plan and the powers of the Committee therein provided. Capitalized terms used in
this Option Agreement but not defined will have the meaning set forth in the
Plan.
2. Grant of Nonqualified Share Option. As of the Date of Grant
identified above, the Company grants the Optionee, subject to this Agreement and
the Plan, the right, privilege and option (the "Option") to purchase, in one or
more exercises, all or any part of that number of Shares identified above
opposite the heading "Number of Shares to Which Option Relates" (the "Option
Shares"), at the per Share price specified above opposite the heading "Option
Exercise Price per Share".
3. Consideration to the Company. In consideration of the granting of
this Option by the Company, the Optionee agrees to render faithful and efficient
services as an employee of the Company. Nothing in this Agreement or in the Plan
will confer upon the Optionee any right to continue as an employee of the
Company or will interfere with or restrict in any way the rights of the Company,
which are hereby expressly reserved, to terminate the Optionee employment with
the Company at any time for any reason whatsoever, with or without cause.
4. Exercisability of Option. During the Optionee's lifetime, this
Option may be exercised only by the Optionee. This Option, except as
specifically provided elsewhere under the terms of the Plan, shall vest and
become exercisable as follows:
Years Elapsed from Date of Grant Percentage Exercisable
-------------------------------- ----------------------
[insert vesting schedule]
For purposes of this Section 4, a year shall mean a period of 365 days
(or 366 days in the event of a leap year). Notwithstanding the above Option
vesting schedule, this Option will become fully exercisable upon the Optionee's
death or Disability provided the Option has not otherwise expired, been
cancelled or terminated.
5. Method of Exercise. Provided this Option has not expired, been
terminated or cancelled in accordance with the terms of the Plan, the portion of
this Option which is otherwise exercisable pursuant to Section 4 may be
exercised in whole or in part, from time to time by delivery to the Company or
its designee a written notice which will:
(a) set forth the number of Shares with respect to which the Option is
to be exercised;
(b) if the person exercising this Option is not the Optionee, be
accompanied by satisfactory evidence of such person's right to exercise
this Option; and
(c) be accompanied by payment in full of the Option Exercise Price in
the form of cash, or a certified bank check made payable to the
order of the Company or any other means allowable under the Plan
which the Company in its sole discretion determines will provide
legal consideration for the Shares.
6. Expiration of Option. Unless terminated earlier in accordance with
the terms of this Option Agreement or the Plan, the Option granted herein will
expire at 5:00 P.M., Central Standard Time, on the 5th Anniversary of the Date
of Grant (the "Expiration Date"). If the Expiration Date is a day on which the
Company is not open for business, then the Option granted herein will expire,
unless earlier terminated in accordance with the terms of this Option Agreement
or the Plan, at 5:00 P.M., Central Standard Time, on the first business day
before such Expiration Date.
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7. Effect of Separation from Service. If the Optionee ceases to be an
employee of the Company for any reason, including cessation by death or
Disability, the effect of such termination of employment on all or any portion
of this Option is as provided below. Notwithstanding anything below to the
contrary, in no event may the Option be exercised after the Expiration Date.
(a) If the Optionee's employment is terminated for Cause, the Option
will immediately be forfeited as of the time of such termination.
(b) If the Optionee ceases to be an employee of the Company due to the
Optionee's resignation or termination of employment by the Company not for
Cause, the portion of this Option which was otherwise exercisable pursuant
to Section 4 on the date of such termination of employment may be exercised
by the Optionee at any time prior to 5:00 P.M., Central Standard Time, on
the 90th calendar day following the effective date of the Optionee's
termination of employment. If such 90th day is not a business day, then the
Option will expire at 5:00 P.M., Central Standard Time, on the first
business day immediately following such 90th day.
(c) If the Optionee ceases to be an employee of the Company due to the
Optionee's death or Disability, the Option may be exercised by the Optionee
at any time prior to 5:00 P.M., Central Standard Time, on the first
anniversary of the effective date of the Optionee's termination of
employment. If the first anniversary is not a business day, then the Option
will expire at 5:00 P.M., Central Standard Time, on the first business day
immediately following such first anniversary.
(d) If the Optionee dies or become disabled during the 90-day period
set forth above in Section 7(b), or the Optionee dies during the one-year
period set forth above in Section 7(c) following the Optionee's disability,
the Option may be exercised by the Optionee (or the Optionee's designated
beneficiary) at any time prior to 5:00 P.M., Central Standard Time, on the
later of the 180th day following the Optionee's death or the date the
Option could have been exercised under Section 7(c) above.
8. Notices. Any notice to be given under the terms of this Agreement
to the Company will be addressed to the Secretary of the Company at 000 Xxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, and any notice to be given to the
Optionee will be addressed to him or her at the address given beneath his or her
signature hereto. By a notice given pursuant to this Section 8, either party may
hereafter designate a different address for notices to be given to him or her.
Any notice which is required to be given to the Optionee will, if the Optionee
is then deceased, be given to the Optionee's personal representative if such
representative has previously informed the Company of his or her status and
address by written notice under this Section 8. Any notice will be deemed duly
given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, deposited (with postage prepaid) in a post office or branch post
office regularly maintained by the United States Postal Service.
9. Nontransferability. Except as otherwise provided in this Agreement
or in the Plan, the Option and the rights and privileges conferred hereby will
not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to execution, attachment,
or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
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otherwise dispose of the Option, or of any right or privilege conferred hereby,
or upon the levy of any attachment or similar process upon the rights and
privileges conferred hereby, contrary to the provisions hereby, this Option and
the rights and privileges conferred hereby will immediately become null and
void.
10. Status of Optionee. The Optionee shall not be deemed a shareholder
of the Company with respect to any of the Shares subject to this Option, except
for those Shares that have been purchased and issued to him or her. The Company
shall not be required to issue or transfer any certificates for Shares purchased
upon exercise of this Option until all applicable requirements of law have been
complied with and, if applicable, such Shares shall have been duly listed on any
securities exchange on which the Shares may then be listed.
11. Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Agreement.
12. Amendment. This Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is amending
this Agreement.
13. Governing Law. The laws of the State of Delaware will govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
14. Binding Effect. Except as expressly stated herein to the contrary,
this Agreement will be binding upon and inure to the benefit of the respective
heirs, legal representatives, successors and assigns of the parties hereto.
This Agreement has been executed and delivered by the parties hereto.
The Company: The Optionee:
GATEWAY ENERGY CORPORATION
By: /s/
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Name:
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Title: Address of the Optionee:
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