EXHIBIT 4.7
Optionee:
Shares:
Date:
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE XXXXXXX ENERGY CORPORATION
DIRECTOR STOCK PLAN
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THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and
entered into as of ____, 19__, by and between Xxxxxxx Energy Corporation, an
Oklahoma corporation ("Xxxxxxx"), and the below named individual ("Optionee").
R E C I T A L S
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A. Optionee is a director of Xxxxxxx.
X. Xxxxxxx desires to provide to Optionee a means for Optionee to acquire
a proprietary interest in Xxxxxxx.
NOW, THEREFORE, in consideration of the presently existing relationship
between Xxxxxxx and Optionee, and in order to provide a means for Optionee to
acquire a proprietary interest in Xxxxxxx, it is agreed between Xxxxxxx and
Optionee as follows:
1. Defined Terms. As used herein, the following terms shall have the
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following meanings:
(a) "Plan" shall mean the Xxxxxxx Energy Corporation Director Stock
Plan, including any amendments thereto.
(b) "Optionee" shall mean _____________.
(c) "Option Shares" shall mean _______ shares of the Common Stock of
Xxxxxxx, par value $0.01 per share.
(d) "Expiration Date" shall mean ____, 20__.
Terms used herein and not defined herein shall have the meanings ascribed to
them in the Plan.
2. Option Grant. Xxxxxxx hereby grants to Optionee, subject to the terms
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hereof and the terms of the Plan, the right and option to purchase all or any
part of the Option Shares on or before the Expiration Date (the "Option");
provided, however, that the Option may only be exercised
to purchase a minimum of 100 Option Shares at any one time. No exercise as to a
portion of the Option Shares shall preclude a later exercise or exercises as to
additional portions. The Option shall be exercisable only (a) as provided in
paragraph 3(b) hereof, (b) until the earlier of the Expiration Date or twelve
months after the termination of Optionee's service as a director of Xxxxxxx, and
(c) in the event of disability (for purposes of this Agreement, Optionee shall
be considered disabled if he/she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months) or death during
Optionee's service as a director of Xxxxxxx, until the earlier of the Expiration
Date or twelve months after the commencement of Optionee's disability or
Optionee's death.
3. Terms and Conditions of the Option. The Option shall be subject to
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the following terms and conditions:
(a) Exercise Price. The price to be paid for each of the Option
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Shares with respect to which the Option is exercised, shall be $_____ (the
"Exercise Price").
(b) Exercise of Option. The Option shall be exercisable as specified
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herein and in the Plan. This Option may not be exercised until after six
months after the date of its grant. Payment of the Exercise Price for the
number of shares as to which the Option is being exercised shall be (i) by
cash or check and in full on the date of exercise, (ii) through the
delivery of shares of Common Stock held by Optionee for at least six months
and having a Fair Market Value (as defined in the Plan) equal to the full
amount of the Exercise Price, (iii) by the withholding by Xxxxxxx from the
shares of Common Stock issuable upon any exercise of the option that number
of shares having a Fair Market Value equal to such exercise price pursuant
to a written election delivered to the Committee at least six months prior
to the date of exercise, or (iv) by a combination of such methods. The
Option shall not be exercisable with respect to fractions of a share.
(c) Notice of Exercise. Each exercise of the Option shall be by
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written notice to the President of Xxxxxxx. Each such notice shall state
the number of Option Shares with respect to which the Option is being
exercised and shall specify a date, not less than five nor more than ten
days after the date of such notice, as the date on which the shares will be
delivered and payment made therefor at the principal offices of Xxxxxxx.
If any law or regulation requires Xxxxxxx to take any action with respect
to the shares specified in such notice, then the date for delivery of such
shares against payment therefor shall be extended for the period necessary
to take such action. In the event of any failure to pay for the number of
shares specified in such notice on the date set forth therein, subject to
such date being extended as provided above, the Option shall terminate with
respect to such number of shares, but shall continue with respect to the
remaining shares covered by this Agreement and not yet acquired by exercise
of the Option or any portion thereof.
(d) Investment Representation. If shares of stock issued pursuant to
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exercise of the Option have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), Optionee agrees to represent and
warrant in writing at the time of any exercise of the Option or any portion
thereof that the Option Shares are being purchased only for investment and
without any present intention to sell or distribute such shares, and
further agrees that shares so acquired may be appropriately legended and
will be sold or transferred only in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC") or any
applicable law, regulation, or rule of any governmental agency.
(e) Taxes. Optionee shall pay all original issue or transfer taxes
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and all other fees and expenses incident to the issue, transfer, or
delivery of Option Shares.
(f) Nonassignability. The Option shall be exercisable during
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Optionee's lifetime only by Optionee, and shall not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of, in whole
or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no
effect; provided, however, that the Option shall be transferable by will or
the laws of descent and distribution.
(g) No Rights Until Issue. No right to vote or receive dividends or
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any other rights as a stockholder of Xxxxxxx shall exist with respect to
the Option Shares, notwithstanding the exercise of the Option, until the
issuance to the Optionee of a stock certificate or certificates
representing such shares.
(h) Anti-dilution. In the event of a merger, consolidation,
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reorganization, recapitalization, stock dividend, stock split (other than
the Stock Split) or other change in the corporate structure or
capitalization of Xxxxxxx, the number of Option Shares and the exercise
price shall be subject to appropriate adjustments as described in the Plan.
The Option is also subject to, and, by accepting and executing this Agreement,
Optionee agrees to be bound by, all of the terms, provisions, limitations and
conditions of the Plan.
4. The Plan. Optionee acknowledges receipt of a copy of the Plan and
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represents that he/she is familiar with the terms and provisions thereof and
hereby accepts the Option subject to all such terms and provisions.
5. Transferability of Shares of Common Stock. In the event a
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registration statement with respect to the issuance of Option Shares to Optionee
upon the exercise of the Option or any portion thereof is not in effect at the
time of such issuance of Option Shares by Xxxxxxx, at the time of the proposed
transfer of Option Shares, Optionee shall not offer, sell, hypothecate, transfer
or otherwise dispose of any of the Option Shares issued pursuant to the exercise
of the Option or any portion thereof unless either (a) a registration statement
with respect to such Option Shares is then in effect under the Securities Act,
and any applicable state securities laws, and such offer, sale, transfer or
other disposition is accompanied by a prospectus relating to such registration
statement and meeting the requirements of the Securities Act; or (b) counsel
satisfactory to Xxxxxxx renders an opinion in writing, addressed to Xxxxxxx and
acceptable to Xxxxxxx and its counsel, to the effect that, in the opinion of
such counsel, such proposed offer, sale, transfer or other disposition of such
Option Shares is exempt from the provisions of Section 5 of the Securities Act
and the applicable state securities laws in view of the circumstances of such
proposed offer, sale, transfer or other disposition.
6. Binding Agreement. This Agreement shall be binding upon and shall
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inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, trustees, successors and assigns.
EXECUTED as of the day and year first above written.
"Xxxxxxx"
Xxxxxxx Energy Corporation
By:__________________________________
Name:_____________________________
Title:____________________________
"Optionee"
_____________________________________
Name:________________________________
