EXHIBIT 10.3
PACIFIC ENERGY RESOURCES LTD.
AMENDED AND RESTATED
2006 SHARE OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Amended and
Restated 2006 Share Option Plan of Pacific Energy Resources Ltd. as amended by
the First Amendment ("Plan") shall have the same defined meanings in this Stock
Option Agreement ("Option Agreement").
I. NOTICE OF GRANT
NAME:
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ADDRESS:
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The undersigned Optionee has been granted an Option to purchase Common
Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:
Grant Number
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Date of Grant
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Exercise Price per Share
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Total Number of Shares
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Total Exercise Price
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Type of Option: ____ Incentive Stock Option
____ Nonqualified Stock Option
Term/Expiration Date:
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Vesting Schedule:
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Subject to the terms and conditions of the Plan, this Option shall vest and
become exercisable according to the following schedule:
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Termination Period:
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Any unexercised portion of this Option shall automatically and without notice
terminate and become null and void, after the earliest to occur of the
following:
(a) six (6) months following the death or disability of the Optionee;
(b) thirty (30) days following the date on which the Optionee ceases
to be an Eligible Person for any reason other than death, disability, or
termination for Cause; or
(c) immediately upon the termination of an Optionee as an Eligible
Person for Cause.
In no event, however, shall the periods described above extend beyond the
Term/Expiration Date provided above or beyond the expiration of five (5) years
from the Date of Grant.
II. AGREEMENT
1. Grant of Option. The Committee (or the Disinterested Committee, if
applicable) hereby grants to the Optionee named in the Notice of Grant (the
"Optionee"), an option (this "Option") to purchase the number of Shares set
forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the "Exercise Price"), and subject to the terms and conditions
of the Plan, which is incorporated herein by reference, and this Option
Agreement. Subject to Section 8 of the Plan, in the event of a conflict between
the terms and conditions of the Plan and this Option Agreement, the terms and
conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Nevertheless, to the extent that it exceeds the
$100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonqualified Stock Option ("NSO").
2. Exercise of Option.
(a) Right to Exercise. This Option shall vest and become exercisable
during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and with the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by delivery
of an exercise notice in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise this Option, the number of Shares
with respect to which this Option is being exercised ("Exercised Shares"), and
such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised when (i)
the Company has received a fully executed Exercise Notice, (ii) full payment of
the aggregate Exercise Price for the Exercised Shares has been made, and (iii)
arrangements that are satisfactory to the Committee (or the Disinterested
Committee, if applicable) in its sole discretion have been made for the
Optionee's payment to the Company of the amount, if any, that the Committee (or
the Disinterested Committee, if applicable) determines to be necessary for the
Company or a Subsidiary to withhold in accordance with applicable federal or
state income tax withholding requirements.
No Shares shall be issued pursuant to the exercise of an Option unless
the issuance and the exercise complies with ALL APPLICABLE LAWS, RULES AND
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REGULATIONS as determined by the Committee (or the Disinterested Committee, if
applicable) in its sole discretion. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the Optionee on the date
on which the Option is exercised with respect to the Shares.
3. Optionee's Representations. If the issuance of the Shares is not
registered under the Securities Act of 1933 ("Securities Act") at the time this
Option is exercised, then the Optionee shall, if requested by the Company,
deliver to the Company his or her Investment Representation Statement in the
form attached hereto as Exhibit B.
4. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:
(a) cash;
(b) certified or cashier's check payable to the order of the Company;
(c) other Shares which have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Shares as to which
this Option will be exercised; or
(d) any other consideration and method of payment for the issuance of
Shares to the extent permitted by applicable laws and authorized by the
Committee (or the Disinterested Committee, if applicable).
5. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the
issuance of the Shares upon exercise or the method of payment of consideration
for the Shares would constitute a violation of any applicable law.
6. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee or his guardian or
legal representative. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.
7. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
8. Tax Obligations.
(a) Withholding Taxes. The Optionee agrees to make appropriate
arrangements with the Company (or the Subsidiary employing or retaining
Optionee) for the satisfaction of all federal, state, local and foreign income
and employment tax withholding requirements applicable to the Option exercise.
The Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if the withholding amounts are not
delivered at the time of exercise.
(b) Notice of Disqualifying Disposition of ISO Shares. If this Option
is an ISO, and if the Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2)
years after the Date of Grant, or (ii) the date one (1) year after the date of
exercise, the Optionee shall immediately notify the Company in writing of the
disposition. The Optionee agrees that the Optionee may be subject to income tax
withholding by the Company on the compensation income recognized by the
Optionee.
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9. Entire Agreement. The Plan is incorporated herein by reference. The Plan
and this Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Optionee with respect to the
subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and the Optionee.
10. Governing Law. The corporate laws of the State of Delaware shall govern
all issues concerning the relative rights of the Company and its security
holders under this Stock Option Agreement. All other questions and obligations
under this Option Agreement shall be construed and enforced in accordance with
the internal laws of the State of California, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California. In any action,
dispute, litigation or other proceeding concerning this Option Agreement
(including arbitration), exclusive jurisdiction shall be with the courts of
California, with the County of Los Angeles being the sole venue for the bringing
of the action or proceeding.
11. No Guarantee of Continued Service. THE OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS AN ELIGIBLE PERSON AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN ELIGIBLE PERSON FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE THE OPTIONEE'S RELATIONSHIP AS AN ELIGIBLE PERSON
AT ANY TIME, WITH OR WITHOUT CAUSE.
The Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. The Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of this Option. The Optionee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee (or the Disinterested Committee, if applicable) upon any questions
arising under the Plan or this Option. The Optionee further agrees to notify the
Company upon any change in the residence address indicated below.
IN WITNESS WHEREOF, the Company has caused this Option Agreement to be duly
executed by its officer thereunto duly authorized, and the Optionee has hereunto
set his or her hand, on the respective dates set forth below, to memorialize the
grant of the Option that occurred as of the Date of Grant set forth in the above
Notice of Grant.
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OPTIONEE PACIFIC ENERGY RESOURCES LTD.
By:
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Signature
Title:
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Print Name
Date:
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Residence Address
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Social Security Number/Taxpayer ID
Date:
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