H2DIESEL HOLDINGS, INC.
Directors
Option
No.: _______
H2DIESEL
HOLDINGS, INC.
2007
OMNIBUS INCENTIVE PLAN
H2Diesel
Holdings, Inc., a Florida corporation
(the “Company”), hereby grants an option to purchase shares of its common stock,
$.001 par value, (the “Stock”) to the optionee named below. The terms and
conditions of the option are set forth in this cover sheet, in the attachment,
and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
Grant
Date: __________________, 200_____
Name
of
Optionee: _________________________________________________
Number
of
Shares Covered by Option: ______________
Option
Price per Share: $_____.___ (At
least 100% of Fair Market Value)
Vesting
Start Date: _________________, ____
By
signing this cover sheet, you agree to all of the terms and conditions described
in the attached Agreement and in the Plan, a copy of which is also attached.
You
acknowledge that you have carefully reviewed the Plan, and agree that the Plan
will control in the event any provision of this Agreement should appear to
be
inconsistent.
| Optionee: | ________________________________________________________________________________________ | ||||
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(Signature)
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| Company: |
(Signature)
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Title:
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Attachment
This
is
not a stock certificate or a negotiable instrument.
H2DIESEL
HOLDINGS, INC.
2007
OMNIBUS INCENTIVE PLAN
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Non-Qualified
Stock Option
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This
option is not intended to be an incentive stock option under Section
422
of the Internal Revenue Code and will be interpreted
accordingly.
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Vesting
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This
option is only exercisable before it expires and then only with respect
to
the vested portion of the option. Subject to the preceding sentence,
you
may exercise this option, in whole or in part, to purchase a whole
number
of vested shares by following the procedures set forth in the Plan
and
below in this Agreement.
Your
right to purchase shares of Stock under this option vests as to [one-half]
of the total number of shares covered by this option, as shown on
the
cover sheet, on the Vesting Start Date and [the remaining one-half]
on the
first anniversary of the Vesting Start Date, provided you then continue
in
Service. The resulting aggregate number of vested shares will be
rounded
to the nearest whole number, and you cannot vest in more than the
number
of shares covered by this option.
No
additional shares of Stock will vest after your Service has terminated
for
any reason.1
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Term
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Your
option will expire in any event at the close of business at Company
headquarters on the day before the [5]th anniversary of the Grant
Date, as
shown on the cover sheet. Your option will expire earlier if your
Service
terminates, as described below.
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Regular
Termination
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If
your Service terminates for any reason, other than death, Disability
or
Cause, then your option will expire at the close of business at Company
headquarters on the 90th day after your termination
date.
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Termination
for
Cause
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If
your Service is terminated for Cause, then you shall immediately
forfeit
all rights to your option and the option shall immediately expire.
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Death
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If
your Service terminates because of your death, then your option will
expire at the close of business at Company headquarters on the date
[six
(6)] months after the date of death. During that [six month] period,
your
estate or heirs may exercise the vested portion of your
option.
In
addition, if you die during the 90-day period described in connection
with
a regular termination (i.e., a termination of your Service not on
account
of your death, Disability or Cause), and a vested portion of your
option
has not yet been exercised, then your option will instead expire
on the
date [six (6)] months after your termination date. In such a case,
during
the period following your death up to the date [six (6)] months after
your
termination date, your estate or heirs may exercise the vested portion
of
your option.
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1
Discuss
whether options should vest on death or disability.
2
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Disability
|
If
your Service terminates because of your Disability, then your option
will
expire at the close of business at Company headquarters on the date
[six
(6)] months after your termination date.
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Notice
of Exercise
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When
you wish to exercise this option, you must notify the Company by
filing
the proper “Notice of Exercise” form at the address given on the form.
Your notice must specify how many shares you wish to purchase. Your
notice
must also specify how your shares of Stock should be registered (in
your
name only or in your and your spouse’s names as joint tenants with right
of survivorship). The notice will be effective when it is received
by the
Company.
If
someone else wants to exercise this option after your death, that
person
must prove to the Company’s satisfaction that he or she is entitled to do
so.
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Form
of Payment
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When
you submit your notice of exercise, you must include payment of the
option
price for the shares you are purchasing. Payment may be made in one
(or a
combination) of the following forms:
· Cash,
your personal check, a cashier’s check, a money order or another cash
equivalent acceptable to the Company.
· Shares
of Stock which have already been owned by you and which are surrendered
to
the Company. The value of the shares, determined as of the effective
date
of the option exercise, will be applied to the option price.
· By
delivery (on a form prescribed by the Company) of an irrevocable
direction
to a licensed securities broker acceptable to the Company to sell
Stock
and to deliver all or part of the sale proceeds to the Company in
payment
of the aggregate option price and any withholding taxes (if approved
in
advance by the Committee).
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3
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Withholding
Taxes
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You
will not be allowed to exercise this option unless you make acceptable
arrangements to pay any withholding or other taxes that may be due
as a
result of the option exercise or sale of Stock acquired under this
option.
In the event that the Company determines that any federal, state,
local or
foreign tax or withholding payment is required relating to the exercise
or
sale of shares arising from this grant, the Company shall have the
right
to require such payments from you, or withhold such amounts from
other
payments due to you from the Company or any Affiliate.
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Transfer
of Option
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During
your lifetime, only you (or, in the event of your legal incapacity
or
incompetency, your guardian or legal representative) may exercise
the
option. You cannot transfer or assign this option. For instance,
you may
not sell this option or use it as security for a loan. If you attempt
to
do any of these things, this option will immediately become invalid.
You
may, however, dispose of this option in your will or it may be transferred
upon your death by the laws of descent and distribution.
Regardless
of any marital property settlement agreement, the Company is not
obligated
to honor a notice of exercise from your spouse, nor is the Company
obligated to recognize your spouse’s interest in your option in any other
way.
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Retention
Rights
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Neither
your option nor this Agreement give you the right to be retained
by the
Company (or any Parent, Subsidiaries or Affiliates) in any capacity.
The
Company (and any Parent, Subsidiaries or Affiliates) reserve the
right to
terminate your Service at any time and for any reason.
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Shareholder
Rights
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You,
or your estate or heirs, have no rights as a shareholder of the Company
until a certificate for your option’s shares has been issued (or an
appropriate book entry has been made). No adjustments are made for
dividends or other rights if the applicable record date occurs before
your
stock certificate is issued (or an appropriate book entry has been
made),
except as described in the Plan.
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Forfeiture
of Rights
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If
you should take actions in competition with the Company, the Company
shall
have the right to cause a forfeiture of your rights, including, but
not
limited to, the right to cause: (i) a forfeiture of any outstanding
option, and (ii) with respect to the period commencing twelve (12)
months prior to your termination of Service with the Company and
ending
twelve (12) months following such termination of Service (A) a forfeiture
of any gain recognized by you upon the exercise of an option or (B)
a
forfeiture of any Stock acquired by you upon the exercise of an option
(but the Company will pay you the option price without interest).
Unless
otherwise specified in an employment or other agreement between the
Company and you, you take actions in competition with the Company
if you
directly or indirectly, own, manage, operate, join or control, or
participate in the ownership, management, operation or control of,
or are
a proprietor, director, officer, stockholder, member, partner or
an
employee or agent of, or a consultant to any business, firm, corporation,
partnership or other entity which competes with any business in which
the
Company or any of its Affiliates is engaged during your relationship
as a
director of the Company or its Affiliates or at the time of your
termination of Service. Under the prior sentence, ownership of less
than
1% of the securities of a public company shall not be treated as
an action
in competition with the Company.
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4
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Adjustments
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In
the event of a stock split, a stock dividend or a similar change
in the
Stock, the number of shares covered by this option and the option
price
per share shall be adjusted (and rounded down to the nearest whole
number)
if required pursuant to the Plan. Your option shall be subject to
the
terms of the agreement of merger, liquidation or reorganization in
the
event the Company is subject to such corporate
activity.
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Applicable
Law
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This
Agreement will be interpreted and enforced under the laws of the
State of
Florida, other than any conflicts or choice of law rule or principle
that
might otherwise refer construction or interpretation of this Agreement
to
the substantive law of another jurisdiction.
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The
Plan
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The
text of the Plan is incorporated in this Agreement by reference.
Certain
capitalized terms used in this Agreement are defined in the Plan,
and have
the meaning set forth in the Plan.
This
Agreement and the Plan constitute the entire understanding between
you and
the Company regarding this option. Any prior agreements, commitments
or
negotiations concerning this option are
superseded.
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5
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Data
Privacy
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In
order to administer the Plan, the Company may process personal data
about
you. Such data includes but is not limited to the information provided
in
this Agreement and any changes thereto, other appropriate personal
and
financial data about you such as home address and business addresses
and
other contact information, payroll information and any other information
that might be deemed appropriate by the Company to facilitate the
administration of the Plan.
By
accepting this option, you give explicit consent to the Company to
process
any such personal data. You also give explicit consent to the Company
to
transfer any such personal data outside the country in which you
work or
are employed, including, with respect to non-U.S. resident Optionees,
to
the United States, to transferees who shall include the Company and
other
persons who are designated by the Company to administer the
Plan.
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Consent
to Electronic Delivery
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The
Company may choose to deliver certain statutory materials relating
to the
Plan in electronic form. By accepting this option grant you agree
that the
Company may deliver the Plan prospectus and the Company’s annual report to
you in an electronic format. If at any time you would prefer to receive
paper copies of these documents, as you are entitled to, the Company
would
be pleased to provide copies. Please contact [
]
at
[
] to
request paper copies of these documents.
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By
signing the cover sheet of this Agreement, you agree to all of the terms
and conditions
described above and in the Plan.
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