HYPERDYNAMICS CORPORATION STOCK OPTION AGREEMENT
HYPERDYNAMICS
CORPORATION
O-134
THIS
OPTION AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
Date of
Grant: September 29, 2009
THIS
GRANT, dated as of the date of grant first stated above (the "Date of Grant"),
is delivered by Hyperdynamics Corporation (the "Company") to Lord Xxxxx Xxxx
(the "Grantee"), who is an employee, consultant, officer or director of the
Company or one of its subsidiaries (the Company is sometimes referred to herein
as the "Employer").
WHEREAS,
the Board of Directors of the Company (the "Board") granted to Grantee the right
to purchase shares of the Common Stock of the Company, par value $0.001 per
share (the "Stock"), in accordance with the terms and provisions
hereof.
NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:
|
1.
|
Grant of
Option.
|
Subject
to the terms and conditions hereinafter set forth, the Company, with the
approval and at the direction of the Board, hereby grants to the Grantee, as of
the Date of Grant, an option to purchase up to 50,000 shares of Stock at a price
of $1.54 per share which shall be the Fair Market Value on the Date of Grant
(subject to paragraph 7). Such option is hereinafter referred to as
the "Option" and the shares of stock purchasable upon exercise of the Option are
hereinafter sometimes referred to as the "Option Shares."
|
2.
|
Option
Type
|
It is the
intent of the Board that the Option is to be a Non-Statutory
Option.
|
3.
|
Vesting.
|
All
options vest immediately
1
|
4.
|
Acceleration of Expiration Date
Of This Option
|
In the
event of a corporate action in the nature of a merger in which the corporation
is not the surviving entity, the sale of substantially all of the assets of the
corporation or an exchange or purchase from shareholders of their stock of the
corporation, that requires the vote or consent of shareholders, then the
expiration date of these options shall accelerate to be the date of such a
corporate action."
|
5
|
Termination of
Option.
|
|
|
(a)
|
The
Option and all rights hereunder with respect thereto, to the extent such
rights shall not have been exercised, shall terminate and become null and
void after the expiration of five years from the Date of Grant (the
"Option Term").
|
|
|
(b)
|
In
the event of the death of the Grantee, the Option may be exercised by the
Grantee's legal representative(s), but only to the extent that the Option
would otherwise have been exercisable by the
Grantee.
|
|
6.
|
Exercise of
Options.
|
|
|
(a)
|
The
Grantee may exercise the Option with respect to all or any part of the
number of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to
exercise. The notice of exercise shall specify the number of
Option Shares as to which the Option is to be exercised and the date of
exercise thereof, which date shall be at least five days after the giving
of such notice unless an earlier time shall have been mutually agreed
upon.
|
|
|
(b)
|
Full
payment (in U.S. dollars) by the Grantee of the option price for the
Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise by wire transfer, check, or money
order, or, with the prior written consent of the Board, in whole or in
part through the surrender of previously acquired shares of Stock at their
fair market value on the exercise date, or cashless exercise using the
intrinsic value of the option
itself.
|
On the
exercise date specified in the Grantee's notice or as soon thereafter as is
practicable, but not to exceed ten (10) business days, the Company shall cause
to be delivered to the Grantee, a certificate or certificates for the Option
Shares then being purchased (out of theretofore unissued Stock or reacquired
Stock, as the Company may elect) upon full payment for such Option
Shares.
|
|
(c)
|
If
the Grantee fails to pay for any of the Option Shares specified in such
notice, the Grantee's right to purchase such Option Shares may be
terminated by the Company. The date specified in the Grantee's
notice as the date of exercise shall be deemed the date of exercise of the
Option, provided that payment in full for the Option Shares to be
purchased upon such exercise shall have been received by such
date.
|
2
|
7.
|
Adjustment of and Changes in
Stock of the Company.
|
In the
event of a reorganization, recapitalization, change of shares, stock split,
spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Board shall
make such adjustment in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Grantee any additional benefits under the
Option.
|
8.
|
Fair Market
Value.
|
As used
herein, "Fair Market Value" means (i) if the Common Stock is not listed or
admitted to trade on a national securities exchange and if bid and ask prices
for the Common Stock are not furnished through NASDAQ or a similar organization,
the value established by the Committee, in its sole discretion, for purposes of
the Plan; (ii) if the Common Stock is listed or admitted to trade on a national
securities exchange or a national market system, the closing price of the Common
Stock, as published in the Wall Street Journal, so listed or admitted to trade
on such date or, if there is no trading of the Common Stock on such date, then
the closing price of the Common Stock on the next preceding day on which there
was trading in such shares; or (iii) if the Common Stock is not listed or
admitted to trade on a national securities exchange or a national market system,
the mean between the bid and ask price for the Common Stock on such date, as
furnished by the National Association of Securities Dealers, Inc. through NASDAQ
or a similar organization if NASDAQ is no longer reporting such information. If
trading in the stock or a price quotation does not occur on the Date of Grant,
the next preceding date on which the stock was traded or a price was quoted will
determine the fair market value.
|
9.
|
No Rights of
Stockholders.
|
Neither
the Grantee nor any personal representative shall be, or shall have any of the
rights and privileges of, a stockholder of the Company with respect to any
shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to the date of exercise of the Option.
|
10.
|
Non-Transferability of
Option.
|
During
the Grantee's lifetime, the Option hereunder shall be exercisable only by the
Grantee or any guardian or legal representative of the Grantee, and the Option
shall not be transferable except, (i) in case of the death of the Grantee, by
will or the laws of descent and distribution, and (ii) to a child, grandchild or
stepchild of the Grantee or to a trust or partnership created by the Grantee,
who, in each case, will be subject to all of the provisions hereof, nor shall
the Option be subject to attachment, execution or other similar
process. In the event of (a) any attempt by the Grantee to alienate,
assign, pledge, hypothecate or otherwise dispose of the Option, except as
provided for herein, or (b) the levy of any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
the Option by notice to the Grantee and it shall thereupon become null and void
and of no value to any such party.
3
|
11.
|
Notice.
|
Any
notice to the Company provided for in this instrument shall be addressed to it
in care of its Secretary at its executive offices at Hyperdynamics Corporation,
and any notice to the Grantee shall be addressed to the Grantee at the current
address shown on the records of the Company. Any notice shall be
deemed to be duly given if and when properly addressed and posted by registered
or certified mail, postage prepaid.
|
12.
|
Governing
Law.
|
The
validity, construction, interpretation and effect of this instrument shall
exclusively be governed by and determined in accordance with the law of the
State of Texas, except to the extent preempted by federal law, which shall to
the extent govern.
13. Stock and Stock Option
Plan
This
Option is subject to the terms and conditions of the Hyperdynamics Stock and
Stock Option Plan, as amended, which is attached hereto.
IN
WITNESS WHEREOF, the Company has caused its duly authorized officer to execute
this Stock Option Agreement.
|
HYPERDYNAMICS
CORPORATION
|
|
|
By:
|
|
|
Title:
|
|
4
