To:
We are pleased to inform you that on , the
Option Committee of the Board of Directors on American Natural
Energy Corporation (the "Company") granted you an option to
purchase shares of Common Stock of the Company, par value $.01 per
share (the "Shares"), at a price of $ per Share (the
"Option").
The Option is exercisable (i) with respect to the first
Shares, subsequent to the completion of one year of service
as an employee or director of the Company ("Employee"), and (ii)
with respect to the remaining Shares, subsequent to the
completion of a second year of service as an Employee of the
Company; provided however that service prior to the Grant Date
shall be included for the purpose of calculating the periods
referred to in items (i) and (ii) above, provided further, however,
that the Option shall become immediately exercisable upon the sale
of all or substantially all of the assets of the Company or upon
the completion of a tender offer for any amount of the Common Stock
of the Company exceeding 50% of the then issued and outstanding
Common Shares of the Company. Notwithstanding anything to the
contrary herein, (i) this Option shall be exercisable only if you
are an Employee, or if exercised within 30 days after you cease to
be an Employee, for any reason other than a Termination for Cause
(as defined below), but in any event, on or prior to .
For the purpose of this agreement, "Termination for Cause" shall be
deemed to mean (i) your willful and repeated refusal to follow the
lawful directives of the Board of Directors of the President of the
Company for the performance or material duties which you are
required to perform, other than any such failure resulting from
your incapacity due to physical or mental illness, or
(ii) conviction of the Employee for a felony involving moral
turpitude.
The Company, in its sole discretion, may file a
registration statement under the Securities Act of 1933, as amended
(the "Act") in order to register the Shares. Unless at the time of
the exercise of the Option a registration statement under the Act
is in effect as to such Shares, and Shares purchased by you upon
the exercise of the Option shall be acquired for investment and not
for sale or distribution, and if the Company so requests, upon any
exercise of the Option, in whole or in part, you will execute and
deliver to the Company a certificate to such effect. The Company
shall not be obligated to issue any Shares pursuant to the Option
if, in the opinion of counsel to the Company, the Shares to be so
issued are required to be registered or otherwise qualified under
the Act or under any other applicable statute, regulation or
ordinance affecting the sale of securities, unless and until such
Shares have been so registered or otherwise qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of the Option a registration
statement under the Act is in effect as to such Shares (i) any
Shares purchased by you upon exercise of the Option may be required
to be held indefinitely unless such Shares are subsequently
registered under the Act or as an exemption from such registration
is available, (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance
with the terms and conditions of that Rule (which, under certain
circumstance, restrict the number of Shares which may be sold and
the manner in which Shares may be sold); (iii) in the case of
securities to which Rule 144 is not applicable, compliance with
Regulation A promulgated under the Act or some other disclosure
exemption will be required before any Shares may be sold, (iv)
certificates for Shares to be issued to you hereunder shall bear a
legend to the effect that the Shares have not been registered under
the Act and that the Shares may not be sold, hypothecated or
otherwise transferred in the absence of an effective registration
statement under the Act relating thereto or an opinion of counsel
satisfactory to the Company that such registration is not required;
(v) the Company will place an appropriate "stop transfer" order
with its transfer agent with respect to such Shares; and (vi) the
Company has undertaken no obligation to register the Shares or to
include the Shares in any registration statement which may be filed
by it subsequent to the issuance of any of the Shares to you.
The Option (or installment thereof) is to be exercised by
delivering to the Company a written notice of exercise in the form
attached hereto as Exhibit A, specifying the number of Share to be
purchased, together with payment of the purchase price of the
Shares to be purchased. The purchase price is to be paid in cash
or, at the discretion of the Option Committee, by delivering shares
of the Company's stock already owned by you, such Shares to be
deemed to have a value of $ per share, or a combination of
such shares and cash.
Would you kindly evidence your acceptance of the Option
by executing this letter under the words "Agreed To and Accepted".
Very truly yours,
AMERICAN NATURAL ENERGY CORPORATION
BY:
AGREED TO AND ACCEPTED:
Exhibit A
AMERICAN NATURAL ENERGY CORPORATION
5727 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74105-7148
Gentlemen:
Notice is hereby given of my election to purchase Shares of
Common Stock, $.01 par value (the "Shares") of American Natural
Energy Corporation (the "Company") at a price of $ per Share,
pursuant to the provisions of the Option granted to me on .
Enclosed in payment for the Shares is:
my check in the amount of $
* shares of the Company's
Common Stock having a total value of
$ , such value being based on
a price per share of $ .
The following information is supplied for use in issuing
and registering the Shares purchased hereby:
Number of Certificates
and Denominations
Name
Address
Social Security Number
Dated:
Very truly yours,
Name:
* Subject to the approval of the Option Committee