EXHIBIT 10.2
ABRAXAS PETROLEUM CORPORATION
Nonstatutory Stock Option Agreement
Granted Under 2005 Non-Employee Directors Long-Term Equity Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Abraxas Petroleum Corporation, a
Nevada corporation (the "Company"), on [date of grant] to [director name], a
director of the Company (the "Participant"), of an option to purchase, in whole
or in part, on the terms provided herein and in the Company's 2005 Non-Employee
Directors Long-Term Equity Incentive Plan (the "Plan"), a total of [insert
number of shares] shares (the "Shares") of common stock, par value $.01 per
share, of the Company ("Common Stock") at $[insert price per share] per Share.
Unless earlier terminated pursuant to Section 3 (c) below, this option shall
expire on [ten years from date of grant] (the "Final Exercise Date"). Except as
otherwise defined in this Agreement, capitalized terms used herein shall have
the meaning set forth in the Plan.
It is intended that the option evidenced by this agreement shall not be
an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2.Vesting Schedule.
This option will become immediately exercisable ("vest") and shall
expire upon, and will not be exercisable after, the Final Exercise Date. The
right of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all shares for which it is
vested until the earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as
otherwise provided in this Section 3, this option may not be exercised unless
the Participant, at the time he or she exercises this option, is, and has been
at all times since the date of grant of this option, a director of the Company
or any parent or subsidiary of the Company as defined in Section 424(e) or (f)
of the Code (an "Eligible Participant").
(c) Expiration of Awards.
Unless otherwise provided in this Agreement or any severance agreement,
vested Awards granted under the Plan shall expire, terminate, or otherwise be
forfeited as follows:
i. three (3) months after the date the Company delivers a notice of
termination of a Participant's Active Status, other than in
circumstances covered by subsection 3 (c) (ii), (iii) or (iv)
below;
ii. immediately upon termination of a Participant's Active Status
for Misconduct;
iii.twelve (12) months after the date of the death of a Participant
whose Active Status terminated as a result of his or her death;
and
iv. thirty-six (36) months after the date on which the Participant
ceased performing services as a result of Retirement.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company, or makes provision satisfactory
to the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, either voluntarily or by operation of
law, except by will or the laws of descent and distribution, and, during the
lifetime of the Participant, this option shall be exercisable only by the
Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which
is furnished to the Participant with this option.
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IN WITNESS WHEREOF, the Company and Participant have executed this
Agreement as of the day and year first above written.
COMPANY:
ABRAXAS PETROLEUM CORPORATION
By: _____________________________
Robert L. G. Watson, President
The undersigned Participant represents that he or she has read this
Option Agreement and acknowledges that the Option is subject to the terms of
this Agreement and the Abraxas Petroleum Corporation 2005 Non-Employee Directors
Long-Term Equity Incentive Plan.
PARTICIPANT:
________________________________
Printed Name: __________________
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