PLATINA ENERGY GROUP, INC. a Delaware corporation INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2005 STOCK OPTION PLAN
PLATINA
ENERGY GROUP, INC.
a
Delaware corporation
UNDER
THE 2005 STOCK OPTION PLAN
Between:
PLATINA ENERGY GROUP, INC., a Delaware
corporation (the “Company”), and Xxxxx X. Xxxxxxx (the “Employee”), dated
effective March 28, 2007.
The Company hereby grants to the
Employee an option (the “Option”) to purchase
2,000,000 shares of the Company’s $.001 par value common stock (“Stock”) under the
Platina Energy Group, Inc. 2005 Stock Option Plan (the “Plan”) upon the
following terms and conditions:
This Option may not be exercised for
less than fifty shares at any time unless the number of shares purchased is the
total number purchasable at the time under the Option.
Where the Employee holds (whether under
this Option alone or under this Option in conjunction with other incentive stock
options) incentive stock options upon shares of the Company’s common stock
having an aggregate fair market value (determined at the time of grant of each
option) exceeding $100,000, the $100,000 Limitation set forth in Section 4 below
may impose additional limitations upon the exercisability of this Option and any
other incentive stock options granted to the Employee.
This Option shall become exercisable
with respect to Excess Shares from a calendar year in the next succeeding
calendar year (subject to any other restrictions on exercise which may be
contained herein), provided that the $100,000 limitation shall also be applied
to such succeeding calendar year. Subject to the term of this Option,
such carryovers of Excess Shares shall be made to succeeding calendar years,
including carryovers of any Excess Shares from previous calendar years, without
limitation.
If as of the date of this Agreement the
Employee already holds incentive stock options granted by the Company
(hereinafter any such incentive stock options are referred to as “Prior
Options”), and the fair market value (determined as the date of grant of each
option) of the shares subject to this Option and the Prior Options held by the
Employee is such that the $100,000 Limitation must be imposed, the $100,000
Limitation shall be applied as follows unless a special provision is made on
Exhibit A attached hereto. If no special provision is made on Exhibit
A, the $100,000 Limitation shall be applied by giving priority to options which
first become exercisable during a calendar year under the Prior
Options. Thus, in applying the $100,000 Limitation under this Option,
the fair market value (determined as of the date of grant) of the shares of
stock with respect to which options first become exercisable under the Prior
Options during the calendar year shall first be determined. Only the
balance remaining for the calendar year of the $100,000 Limitation, if any, may
be exercisable under this Option for the calendar year, with any excess to be
carried over as provided in the preceding paragraph, but with such carryover
also to be subject to the provisions of this paragraph.
Employee acknowledges that it is
possible that he or she may be granted incentive stock options by the Company
after the date of this Agreement. (Hereinafter such options are
referred to as “Subsequent Options.”) If the exercise price of a
Subsequent Option is less than the exercise price of this Option, and if
permitted under the regulations and decisions applicable to the $100,000
Limitation, Employee agrees that the Company may reduce the number of shares of
stock for which this Option is exercisable in specified calendar years, so that
all or part of the $100,000 limitation for said calendar years may be applied to
such Subsequent Option, permitting earlier exercise of such Subsequent Option
than would otherwise be possible. Where such reductions are made,
Employee agrees to enter into any appropriate documentation to implement such
reductions.
Employee further acknowledges that, as
provided in the Plan, in certain circumstances connected with a dissolution or
liquidation of the Company, or a merger, consolidation or other form of
reorganization in which the Company is not the surviving corporation, the
imposition of the $100,000 Limitation may result in the termination of all or
part of this Option or other incentive stock options.
(a) If
the Employee’s employment is terminated because he is disabled within the
meaning of Internal Revenue Code section 422A, the Employee shall have one year
rather than three months to exercise the Option (to the extent exercisable at
the date of his termination).
(b) If
the Employee dies, the Option may be exercised (to the extent exercisable by the
Employee at the date of his death) by his legal representative or by a person
who acquired the right to exercise such option by bequest or inheritance or by
reason of the death of the Employee, but the Option must be exercised within one
year after the date of the Employee’s death.
(c) If
the Employee’s employment is terminated for cause, this Option shall terminate
immediately.
(d) In
no event (including death of the Employee) may this Option be exercised more
than ten years from the date hereof.
Platina
Energy Group, Inc.
a
Delaware corporation
By:
/s/ Xxxxxx X.
Xxxxxxxx
Xxxxxx
X. Xxxxxxxx, Secretary
ACCEPTED:
/s/ Xxxxx X.
Xxxxxxx
Xxxxx X.
Xxxxxxx, Employee