GEVO, INC. Stock Appreciation Rights Award Agreement
Exhibit 10.8
GEVO, INC.
2010 STOCK INCENTIVE PLAN
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Stock Appreciation Rights Award Agreement
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You are hereby awarded this stock appreciation right (the “SAR”) with respect to Shares of Gevo, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Appreciation Rights Award Agreement (the “Award Agreement”) and in the Amended and Restated Gevo, Inc. 2010 Stock Incentive Plan, as amended and restated from time to time (the “Plan”). A copy of the Plan is attached as Exhibit A. Terms below that begin with capital letters have the special meaning set forth in the Plan or in this Award Agreement.
This Award is conditioned on your execution of this Award Agreement by ▇▇▇ ▇▇▇▇▇▇▇. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award Agreement, plus the information disclosed within the attached Plan prospectus, and (ii) consulted with your personal legal and tax advisors about all of these documents.
1. Specific Terms. Your SAR has the following terms:
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Name of Participant: |
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Grant Date: |
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Expiration Date: |
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Exercise Price: |
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Number of Shares subject to this Award: |
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Dividend Equivalent Rights:
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Not applicable to this Award. |
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Vesting: |
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Accelerated Vesting |
You will become 100% vested in this Award if your Continuous Service ends due to your Involuntary Termination or in the event of a Change in Control (subject to the terms of any employment or other agreement between you and the Company and/or any Affiliate).
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Recapture and Recoupment |
Section 14 of the Plan shall apply re: Termination, Rescission, and Recapture of this Award.
Section 15 shall apply re: Recoupment of this Award; provided that the three-year limitation shall not apply to the extent a longer period is required by applicable law, rule, regulation or listing standard.
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Stock Appreciation Rights Award Agreement
Gevo. Inc.
2010 Stock Incentive Plan
2. Manner of Exercise; Settlement. Subject to the provisions of Section 6 below, this SAR shall be exercised in the manner set forth in the Plan, by using the exercise form attached hereto as Exhibit B. Following receipt of the exercise form from you, the Company will, at the sole discretion of the Committee, either (a) make a cash payment to you equal to the excess, if any, of the then Fair Market Value of one Share over the Exercise Price (per Share), multiplied by the number of Shares for which the SAR is exercised or (b) issue to you that number of Shares determined by dividing (x) the excess, if any, of the then Fair Market Value of one Share over the Exercise Price (per Share), multiplied by the number of Shares for which the SAR is exercised by (y) the then Fair Market Value of one Share (any fractional shares resulting from this calculation will be paid in cash). Any fractional amount resulting from payment in Shares shall be rounded down to the nearest whole Share. The amount of Shares for which this SAR may be exercised is cumulative; that is, if you fail to exercise this SAR for all of the Shares vested under this SAR during any period set forth above, then any Shares subject hereto that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of this SAR pursuant to Section 1 or Section 3 of this Award Agreement or the terms of the Plan.
3. Termination of Continuous Service. Subject to the terms of any employment agreement between you and the Company (and/or any Affiliate) that is in effect when your Continuous Service terminates, this Award shall be canceled and become automatically null and void immediately after termination of your Continuous Service for any reason, but only to the extent you have not become vested, pursuant to the terms of Section 1 above, on or before your Continuous Service ends.
4. Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a death beneficiary (the “Beneficiary”) to your interest, if any, in this Award and any underlying Shares. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit C (the “Designation of Death Beneficiary”) and delivering an executed copy of the Designation of Death Beneficiary to the Company. To the extent you do not duly designate a Beneficiary who survives you, your estate will automatically be your Beneficiary.
5. Restrictions on Transfer of Award. Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee, except as hereinafter provided.
6. Taxes. Except to the extent otherwise specifically provided in an employment or consulting agreement between you and the Company (and/or any Affiliate), by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes), and that neither the Company (or any Affiliate) nor the Administrator shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement. The Company’s obligation to issue Shares or cash to you upon exercise of this Award is at all times subject to your prior or coincident satisfaction of all required Withholding Taxes.
Stock Appreciation Rights Award Agreement
Gevo. Inc.
2010 Stock Incentive Plan
7. Not a Contract of Employment. By executing this Award Agreement, you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award Agreement, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company (or any Affiliate), nor shall it affect in any way your right or the Company’s right (or the right of any Affiliate) to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.
8. Investment Purposes. By executing this Award Agreement, you represent and warrant that any Shares issued to you pursuant to your SAR will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
9. Securities Law Prospectus and Restrictions. By executing this Award Agreement you acknowledge that you have received a copy of the Prospectus describing the Plan. A copy of the Plan’s Prospectus is attached as Exhibit D. Regardless of whether the offering and sale of this SAR or Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law or to enforce the intent of this Award.
10. Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.
11. Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.
12. Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but both such counterparts shall together constitute one and the same instrument.
13. Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt requested, addressed to you at the last address that the Company had for you on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Award Agreement. Any such notice shall be deemed to be given as of the date such notice is personally or electronically delivered or two business days after such notice is properly mailed.
Stock Appreciation Rights Award Agreement
Gevo. Inc.
2010 Stock Incentive Plan
14. Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.
15. Modifications. This Award Agreement may be modified or amended at any time, in accordance with Section 18 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects any rights or obligations under this Award Agreement.
16. Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.
17. Governing Law. The laws of the Delaware shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.
BY YOUR SIGNATURE BELOW, along with the signature of the Company’s representative, you and the Company agree that this Award is made under and governed by the terms and conditions of this Award Agreement and the Plan.
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GEVO, INC. |
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By: |
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Name: |
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Title: |
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PARTICIPANT |
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The undersigned Participant hereby accepts the terms of this Award Agreement and the Plan. |
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By: |
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Name of Participant: |
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Exhibit A
GEVO, INC.
2010 STOCK INCENTIVE PLAN
____________________________
Plan Document
____________________________
Exhibit B
GEVO, INC.
2010 STOCK INCENTIVE PLAN
__________________________________________
Form of Exercise of Stock Appreciation Rights Award
___________________________________________
[Company Address]
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Dear Sir or Madam:
The undersigned elects to exercise his/her Stock Appreciation Right with respect to _______ shares of Common Stock of Gevo, Inc. (the “Company”) under and pursuant to a Stock Appreciation Rights Agreement dated as of ______________.
| Very truly yours, | |||
| Date | Participant |
Exhibit C
GEVO, INC.
2010 STOCK INCENTIVE PLAN
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Designation of Death Beneficiary
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In connection with the Awards designated below that I have received pursuant to the Gevo, Inc. 2010 Stock Incentive Plan (the “Plan”), I hereby designate the person specified below as the beneficiary upon my death of my interest in such Awards. This designation shall remain in effect until revoked in writing by me.
| Name of Beneficiary: | |
| Address: | |
| Social Security No.: | |
This beneficiary designation relates to any and all of my rights under the following Award or Awards:
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any Award that I have received or ever receive under the Plan. |
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the _________________ Award that I received pursuant to an Award Agreement dated _________ __, ____ between myself and the Company. |
I understand that this designation operates to entitle the above named beneficiary, in the event of my death, to any and all of my rights under the Award(s) designated above from the date this form is delivered to the Company until such date as this designation is revoked in writing by me, including by delivery to the Company of a written designation of beneficiary executed by me on a later date.
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| Name of Participant |
Sworn to before me this
____day of ____________, 20__
___________________________
Notary Public
County of _________________
State of __________________
Exhibit D
2010 STOCK INCENTIVE PLAN
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Prospectus describing the Plan
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