COLORADO WYOMING RESERVE COMPANY
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 6th day of February, 1998, by and
between COLORADO WYOMING RESERVE COMPANY (formerly Mystique Developments, Inc.),
a Wyoming corporation (the "Company") whose address is 0000 Xxxxx Xxxxx Xxxxxx,
Xxxxx X, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 and TRINITY PETROLEUM MANAGEMENT LLC
(the "Optionee"), whose address is 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000
(together, the "Parties").
RECITALS
A. As of February 6, 1998, the board of directors of the Company
ratified a previous grant of a non-statutory stock option to Optionee, a
consultant to the Company, as an incentive for Optionee to create growth in the
value of the Company.
B. The Option was granted pursuant to the terms of the Company's Equity
Incentive Plan, and Optionee desires to obtain such option grant subject to such
terms, and the terms and conditions herein set forth.
IT IS THEREFORE agreed by and between the Parties, for and in
consideration of the premises and the mutual covenants herein contained and for
other good and valuable consideration, as follows:
1. GRANT. The Company hereby confirms and acknowledges that it has
granted to the Optionee on January 22, 1998, an option to purchase 100,000
shares of common stock, $.01 par value ("Common Stock"), of the Company (the
"Option") upon the terms and conditions herein set forth.
2. EXERCISE PRICE. The purchase price of the shares of Common Stock
which may be purchased pursuant to the Option (the "Shares") is $1.50 per share,
which the Board has determined to be the fair market value as of January 22,
1998.
3. TERM. The Option shall continue for ten years after the date of grant
set forth in Paragraph 1 unless sooner terminated or modified under the
provisions of this Agreement, and shall automatically expire at 12:00 a.m. on
the tenth anniversary of such date of grant.
4. NUMBER OF SHARES AND VESTING. The Option shall be vested in its
entirety on April 22, 1998, and may be exercised by the Optionee to purchase all
or a portion of the total number of shares of Common Stock specified in
Paragraph 1 at any time thereafter prior to the expiration or termination of the
Option.
5. TERMINATION OF OPTION. If the Optionee does not fulfill the terms of
his engagement with the Company, the Option shall terminate upon the Company's
written notice of non-performance to the Optionee.
6. TRANSFERABILITY. The Option is not transferable by the Optionee
except by will or pursuant to the laws of descent and distribution, and is
exercisable during the Optionee's lifetime only by the Optionee or, in the event
of disability or incapacity, by the Optionee's guardian or legal representative.
7. NOTICE OF EXERCISE. The Option may be exercised in whole or in part
by delivering to the Company written notice of exercise, together with payment
in full for the Common Stock being purchased upon such exercise.
8. ISSUANCE OF STOCK CERTIFICATES. The Company will, upon receipt of
such notice and payment, issue or cause to be issued to the Optionee (or to his
personal representative or other person entitled thereto) a stock certificate
for the number of shares purchased thereby.
9. TAXES. The Optionee hereby agrees that he is responsible for payment
of the appropriate amount of federal, state and local taxes attributable to the
Optionee's exercise of the Option.
10. SECURITIES LAWS. Neither this Option nor the shares of Common Stock
have been registered under the Securities Act of 1933, as amended (the "Act") or
under any blue sky or other state securities laws. Optionee therefore represents
and agrees that: (I) the Option shall not be exercisable unless the purchase of
shares upon the exercise of the Option is pursuant to an applicable effective
registration statement under the Act, or unless in the opinion of counsel for
the Company, the proposed purchase of such shares would be exempt from the
registration requirements of the Act and from the qualification requirements of
any state securities law; (ii) upon exercise of the Option, he will acquire the
shares for his own account for investment and not with an intent or view to any
distribution, resale or other disposition of the shares; (iii) he will not sell
or transfer the shares, unless they are registered under the Act, except in a
transaction that is exempt from registration under the Act, and each certificate
issued to represent any of the shares shall bear a legend calling attention to
the foregoing restrictions and agreements. The Company may require, as a
condition of the exercise of the Option, that the Optionee sign such further
representations and agreements as it reasonably determines to be necessary or
appropriate to assure and to evidence compliance with the requirements of the
Act.
11. NO STOCKHOLDER RIGHTS. The Optionee shall have no rights as a
stockholder with respect to the shares which may be purchased pursuant to the
Option until such shares are issued to the Optionee.
12. GOVERNING LAW. THIS AGREEMENT IS ENTERED INTO AND SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
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IN WITNESS WHEREOF, the parties have hereunto affixed their signatures
in acknowledgment and acceptance of the above terms and conditions on the date
first above mentioned.
COLORADO WYOMING RESERVE COMPANY
By: /S/XXX X. XXXXXX
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Title: President
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OPTIONEE
TRINITY PETROLEUM MANAGEMENT LLC
By: /S/J. XXXXXX XXXXXX
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Title: Manager
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