The decision of the Committee as to the cause of an Employees discharge, the damage done to the Company or a subsidiary or an affiliate, and the extent of an Grantees competitive activity shall be final. Clause (ii) shall not be deemed to have been violated solely by reason of the Grantees ownership of stock or securities of any publicly owned corporation, if that ownership does not result in effective control of the corporation. If the Committee finds by a majority vote after full consideration of the facts that a Grantee, before or after termination of his employment with the Company or an Affiliate for any reason (i) committed or engaged in fraud, embezzlement, theft, commission of a felony, or proven dishonesty in the course of his employment by the Company or any subsidiary or affiliate of the Company, which conduct damaged the Company or subsidiary or affiliate, or disclosed trade secrets of the Company its subsidiary or its affiliate, or (ii) participated, engaged in or had a material, financial or other interest, whether as an employee, officer, director, consultant, contractor, shareholder, owner, or otherwise, in any commercial endeavor anywhere which is competitive with the business of the Company or a subsidiary or Affiliate without the written consent of the Company, the Grantee shall forfeit any and all outstanding rights under the Option. In the event of the death of the Grantee, the Option may be exercised by the Grantees legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee as set forth herein. The Option Term will not be subject to early termination under sections 5(g) and 5(i) of the 2015 Stock Option Plan with respect to death or disability. The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void on (i) July 15, 2025, if and only if the Option vests under section 2 of this Stock Option Agreement, or (ii) July 15, 2021, if the Option does not vest under section 2 of this Stock Option Agreement, subject to the occurrence of the events contemplated under clause (b) of section 2 above whereby the Option would not terminate until J(the Option Term). In the event of the death or disability of the Grantee prior to vesting or if the Company terminates Grantees employment for reasons other than for ∼ause (as defined in Grantees Employment Agreement) prior to vesting, the Option will still vest upon the occurrence of the events described under clauses (a) or (b) above. This Option shall vest as to the total number of shares covered by the Option upon either (a) the closing of a Change of Control (as defined in Section 8(c) of the Grantees Employment Agreement) occurring prior to July 15, 2021, or (b) the Company entering into a letter of intent with a third party prior to Jthat contemplates a Change of Control, and the Change of Control transaction closes with that third party (or an affiliate(s) of that third party) at a date not later than Jsubject, however, to acceleration and earlier vesting of all of the Options in the event of (i) the termination of employment by the Grantee for good reason as defined in the Grantees Employment Agreement or (ii) a determination of the Committee, at its discretion. Such option is hereinafter referred to as the Option and the shares of stock purchasable upon exercise of the Option are hereinafter sometimes referred to as the Option Shares. Subject to the terms and conditions hereinafter set forth, the Company, with the approval and at the direction of the Committee, hereby grants to the Grantee, as of the Date of Grant, an option to purchase a total of up to 2,250,000 shares of Stock, including (i) up to 375,000 shares of Stock at a price of $0.50 per share and (ii) up to 1,875,000 shares of Stock at a price of $1.00 per share. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: ![]() Amended and Restated 2015 Stock Option Plan (the ∲015 Stock Option Plan) and the terms and provisions hereof. ![]() ![]() ![]() WHEREAS, the Compensation Committee of the Board of Directors of the Company (the Committee) on July 15, 2020, granted to the Grantee the right to purchase shares of Common Stock of the Company, par value $.001 per share (the Stock), in accordance with the Torchlight Energy Resources, Inc. Brda (the Grantee), who is an employee, officer or director of the Company or one of its subsidiaries (the Company is sometimes referred to herein as the Employer). THIS GRANT, dated as of the date of grant first stated above (the Date of Grant), is delivered by Torchlight Energy Resources, Inc.
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