0000313395-09-000007 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • March 16th, 2009 • TXCO Resources Inc • Crude petroleum & natural gas • Delaware

For valuable consideration, receipt of which is hereby acknowledged, TXCO RESOURCES INC., a Delaware corporation (hereinafter called the "Corporation"), hereby grants to __________ (hereinafter called the "Optionee"), a non-qualified stock option (hereinafter called the "Option"), subject to the terms and conditions thereof, and subject to the terms and conditions of the 2005 Stock Incentive Plan of the Corporation (hereinafter called the "Plan") which Plan is hereby incorporated herein by reference. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.

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