EXHIBIT 4.6
EDGE PETROLEUM CORPORATION
XXXX X. XXXXX
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the __ day of
____________, ____ (the "Grant Date"), by and between EDGE PETROLEUM
CORPORATION, a Delaware corporation (the "Company"), and XXXX X. XXXXX (the
"Optionee").
The Company has adopted the Edge Petroleum Corporation
Xxxxx Stock Incentive Plan (the "Plan"), a copy of which is appended to this
Agreement as Exhibit A and by this reference made a part hereof. Capitalized
terms used and not otherwise defined herein shall have the meaning ascribed
thereto in the Plan.
Pursuant to the Plan, the Optionee has been granted an
Option effective as of ___________________ as provided herein. The Company and
Optionee therefore agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions herein,
the Company grants to the Optionee during the period commencing on
____________ and expiring at 5 p.m. Houston, Texas time ("Close of Business")
on ________________ (the "Option Term"), subject to earlier termination
pursuant to Section 5 of the Plan, an option to purchase from the Company, at
$__________ (the "Option Price"), ___________ shares (the "Option Shares") of
Common Stock. The Option Price and Option Shares are subject to adjustment
pursuant to Section 11 of the Plan. This option is a "nonqualified stock
option" and is hereinafter referred to as the "Option."
2. CONDITIONS OF EXERCISE. The Option is exercisable only in
accordance with the conditions stated in this Section 2.
(a) Except as otherwise provided in this Subsection (a), the
Option may only be exercised to the extent the Option Shares have become
available for purchase in accordance with the following schedule:
Number of Option
Date Shares Available for Purchase
---- -----------------------------
Notwithstanding the foregoing, Option Shares may become available for
purchase prior to the scheduled date upon a termination of Optionee's
employment with the Company and its Subsidiaries as described in Section
5(b)(iii) of the Plan.
(b) To the extent the Option becomes exercisable, such
Option may be exercised in whole or in part (at any time or from time to
time, except as otherwise provided herein) until expiration of the Option
Term or earlier termination thereof.
(c) All of the foregoing provisions of this Section 2 are
subject to (i) the provisions of Section 5(b)(ii) of the Plan, addressing
events that may result in early termination of the Option and (ii) the
provisions of any written employment agreement between the Optionee and
the Company or a Subsidiary that applies, by its terms, to this Agreement
and that is in effect at the time its provisions would become operative
with respect to this Agreement.
3. MANNER OF EXERCISE. The Option shall be considered exercised
(as to the number of Option Shares specified in the notice referred to in
Subsection (a) below) on the latest of (i) the date of exercise designated in
the written notice referred to in Subsection (a) below, (ii) if the date so
designated is not a business day, the first business day following such date
or (iii) the earliest business day by which the Company has received all of
the following:
(a) Written notice, in such form as the Board may require,
designating, among other things, the date of exercise and the number of
Option Shares to be purchased;
(b) If the Option is to be exercised, payment of the Option
Price for each Option Share to be purchased in cash, Common Stock or in
such other form (or combination of forms) of payment contemplated by
Section 6 of the Plan as the Board or the provisions of Section 6 of the
Plan may permit; provided, however, that any shares of Common Stock
delivered in payment of the Option Price that are or were the subject of
an option under the Plan or an employee award under another Company plan
must be shares that the Optionee has owned for a period of at least six
months prior to the date of exercise; and
(c) Any other documentation that the Board may reasonably
require.
4. MANDATORY WITHHOLDING FOR TAXES. Optionee acknowledges and
agrees that the Company shall deduct from the cash and/or shares of Common
Stock otherwise payable or deliverable upon exercise of the Option an amount
of cash and/or number of shares of Common Stock (valued at their Fair Market
Value on the date of exercise) that is equal to the amount of all federal,
state and local taxes required to be withheld by the Company upon such
exercise, as determined by the Board.
5. DELIVERY BY THE COMPANY. As soon as practicable after
receipt of all items referred to in Section 3 hereof, and subject to the
withholding referred to in Section 4 hereof, the Company shall deliver to the
Optionee certificates issued in Optionee's name for the number of Option
Shares purchased by exercise of the Option. If delivery is by mail, delivery
of shares of Common Stock shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in
the United States mail, addressed to the Optionee, and any cash payment shall
be deemed effected when a Company check, payable to Optionee and in an amount
equal to the amount of the cash payment, shall have been deposited in the
United States mail, addressed to the Optionee.
6. NONTRANSFERABILITY OF OPTION. During Optionee's lifetime,
the Option is not transferable (voluntarily or involuntarily) except as
provided in Section 10 of the Plan. The Optionee may designate a beneficiary
or beneficiaries to whom the Option shall pass upon Optionee's death and may
change such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Board on the form annexed hereto as
Exhibit B or such other form as may be prescribed by the Board, provided that
no such designation shall be effective unless so filed prior to the death of
Optionee. If no such designation is made or if the designated beneficiary does
not survive the Optionee's death, the Option shall pass by will or the laws of
descent and distribution. Following Optionee's death, the Option, if otherwise
exercisable, may be exercised by the person to whom such option passes
accordingly to the foregoing and such person shall be deemed the Optionee for
purposes of any applicable provisions of this Agreement.
7. NO STOCKHOLDER RIGHTS. The Optionee shall not be deemed for
any purpose to be, or to have any of the rights of, a stockholder of the
Company with respect to any shares of Common Stock as to which this Agreement
relates until such shares shall have been issued to Optionee by the Company.
Furthermore, the existence of this Agreement shall not affect in any way the
right or power of the Company or its stockholders to accomplish any corporate
act, including, without limitation, the acts referred to in Section 11 of the
Plan.
8. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality
of Section 12 of the Plan, the Optionee agrees that Optionee will not exercise
the Option and that the Company will not be obligated to deliver any shares of
Common Stock, if counsel to the Company determines that such exercise, or
delivery would violate any applicable law or any rule or regulation of any
governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which the Common
Stock is listed or quoted. The Company shall in no event be obligated to take
any affirmative action in order to cause the exercise of the Option or the
resulting delivery of shares of Common Stock to comply with any such law,
rule, regulation or agreement.
9. NOTICE. Unless the Company notifies the Optionee in writing
of a different procedure, any notice or other communication to the Company
with respect to this Agreement shall be in writing and shall be (a) delivered
personally to the following address:
Edge Petroleum Corporation
Texaco Heritage Plaza
1111 Bagby, Suite 2100
Xxxxxxx, Xxxxx 00000
or (b) sent by first-class mail, postage prepaid and addressed as follows:
Edge Petroleum Corporation
c/o Corporate Secretary
Texaco Heritage Plaza
1111 Xxxxx, Suite 2100
Xxxxxxx, Xxxxx 00000
Any notice or other communication to the Optionee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by
first-class mail, postage prepaid, to Optionee's address as listed in the
records of the Company on the Grant Date, unless the Company has received
written notification from the Optionee of a change of address.
10. OPTIONEE EMPLOYMENT. Nothing contained in this Agreement,
and no action of the Company or the Board with respect hereto, shall confer or
be construed to confer on the Optionee any right to continue in the employ of
the Company or any of its Subsidiaries or interfere in any way with the right
of the Company or any employing Subsidiary to terminate the Optionee's
employment at any time, with or without Cause; subject, however, to the
provisions of any employment agreement between the Optionee and the Company or
any Subsidiary.
11. RULES BY BOARD. The rights of the Optionee and obligations
of the Company hereunder shall be subject to such reasonable rules and
regulations as the Board may adopt from time to time hereafter.
12. OPTIONEE ACCEPTANCE. Optionee shall signify acceptance of
the terms and conditions of this Agreement by signing in the space provided at
the end hereof and returning a signed copy to the Company. Optionee
acknowledges that the grant of the Option evidenced by this Agreement fulfills
all obligations of the Company pursuant to Section 3.3 of that certain
Employment Agreement dated as of November 16, 1998 between the Optionee and
the Company, and agrees that in the event of any inconsistency between this
Agreement and said Section 3.3, this Agreement shall govern.
ATTEST: EDGE PETROLEUM CORPORATION
By:
------------------------- -----------------------------------
Secretary Name:
Title:
ACCEPTED:
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Xxxx X. Xxxxx
SCHEDULE
Agreements substantially in the form of the agreement to which this
schedule is attached were entered into with Xx. Xxxxx on the dates and with
other terms set forth below:
Date Shares Exercise Price Vesting
---- ------ -------------- -------
January 8, 1999 200,000 $4.22 One third of the options vest on
each of the first three
anniversaries of the date of grant
January 3, 2000 50,000 $3.15625 Options vest on the second
anniversary of date of grant
January 2, 2001 50,000 $8.875 Options vest on the second
anniversary of date of grant
The term of each agreement is ten years.
