EXHIBIT 4.2
CHEETAH OIL & GAS LTD.
2005 STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into as of the ____ day of ___________, 20__ (the
"Grant Date"), between Cheetah Oil & Gas Ltd., a Nevada corporation (the
"Corporation"), and __________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Corporation (the "Board") has established
the Cheetah Oil & Gas Ltd. 2005 Stock Option Plan (the "Plan") in order to
provide key employees, directors, advisors and consultants of the Corporation
with a favorable opportunity to acquire shares of the Corporation's common stock
("Stock").
B. The Board regards the Optionee as a key employee, director, advisor or
consultant and has determined that it would be in the best interests of the
Corporation and its shareholders to grant the option described in this Agreement
to the Optionee as an inducement to remain in the service of the Corporation,
and as an incentive for promoting Optionee's efforts during such service.
NOW, THEREFORE, it is agreed as follows:
1. DEFINITIONS AND INCORPORATION. Unless otherwise defined herein or the
context otherwise requires, the capitalized terms used in this Agreement shall
have the meanings given to such terms in the Plan. The terms, conditions and
limitations set forth in the Plan are hereby incorporated in and made a part of
this Agreement as if fully set forth herein. The Optionee hereby acknowledges
that he or she has received a copy of the Plan.
2. GRANT OF OPTION. Pursuant to the Plan, the Corporation hereby grants to
the Optionee as of the date hereof, the option to purchase all or any part of an
aggregate of _________ (______) shares of Stock (the "Option"), subject to
adjustment in accordance with Section 10 of the Plan.
3. OPTION PRICE. The option shall have an exercise price of $____ per
share.
4. RIGHT TO EXERCISE. Subject to the conditions set forth in this
Agreement and in the Plan, the Option shall be exercisable immediately upon
grant.
5. SECURITIES LAW REQUIREMENTS. No part of the Option shall be exercised
if counsel to the Corporation determines that any applicable registration
requirement under the Securities Act of 1933 (the "Act") or any other applicable
requirement of Federal or state law has not been met.
6. TERM OF OPTION. The Option shall terminate in any event on the earliest
to occur of (a) five (5) years from the date of this Agreement, (b) the
expiration of the period described in Section 7 below, (c) the expiration of the
period described in Section 8 below, (d) the expiration of the period described
in Section 9 below, or (e) any other date provided in the Plan or elsewhere in
this Agreement.
7. EXERCISE FOLLOWING CESSATION OF EMPLOYMENT OR SERVICE. If the
Optionee's employment or service with the Corporation ceases for any reason or
no reason, whether voluntarily or involuntarily, with or without cause, other
than by death, Disability or Retirement, the Option (to the extent it has not
previously been exercised and is exercisable at the time of such cessation) may
be exercised within ninety (90) days after the date of such cessation.
8. EXERCISE FOLLOWING DEATH OR DISABILITY. If the Optionee's employment or
service with the Corporation ceases by reason of the Optionee's death or
Disability, or if the Optionee dies after cessation of employment or service but
while the Option would have been exercisable hereunder, the Option (to the
extent it has not previously been exercised and is exercisable at the time of
such cessation) may be exercised within twelve (12) months after the date of the
Optionee's death or cessation by reason of Disability. In case of death, the
exercise may be made by Optionee's executor or administrator of his or her
estate or by any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance; provided that such executor,
administrator or person consents in writing to abide by and be subject to the
terms of the Plan and this Agreement and such writing is delivered to the
Corporation.
9. EXERCISE FOLLOWING RETIREMENT. If the Optionee's employment or service
with the Corporation ceases by reason of Retirement, the Option (to the extent
it has not previously been exercised and is exercisable at the time of such
cessation) may be exercised within ninety (90) days after the date of the
Optionee's Retirement.
10. TIME OF CESSATION OF SERVICE. For the purposes of this Agreement, the
Optionee's employment or service shall be deemed to have ceased on the earlier
of (a) the date when the Optionee's employment or service in fact ceased or (b)
except in the case of Retirement, the date when the Optionee gave or received
written notice that his or her employment or service was to cease.
11. TRANSFERABILITY. The Option shall be exercisable during the Optionee's
lifetime only by the Optionee or by the Optionee's guardian or legal
representative and shall be nontransferable, except that the Optionee may
transfer all or any part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted alienation,
assignment, pledge, hypothecation, attachment, execution or similar process,
whether voluntary or involuntary, with respect to all or any part of the Option
or any right thereunder, shall be null and void and, at the Corporation's
option, shall cause all of the Optionee's rights under this Agreement to
terminate.
12. EFFECT OF EXERCISE. Upon exercise of all or any part of the Option, the
number of shares of Stock subject to the Option under this Agreement shall be
reduced by the number of shares with respect to which such exercise is made.
13. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Corporation (a) a written notice of exercise in substantially the form
prescribed from time to time by the Administrator, and (b) full payment of the
Exercise Price for each share of Stock purchased under the Option. Such notice
shall specify the number of shares of Stock with respect to which the Option is
exercised and shall be signed by the person exercising the Option. If the Option
is exercised by a person other than the Optionee, such notice shall be
accompanied by proof, satisfactory to the Corporation, of such person's right to
exercise the Option. The Exercise Price shall be payable (i) in U.S. dollars in
cash (by check) or (ii) by delivery of shares of Stock registered in the name of
the Optionee having a Fair Market Value at the time of exercise equal to the
amount of the Exercise Price.
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14. WITHHOLDING TAXES. The Company may require the Optionee to deliver
payment, upon exercise of the Option, of all withholding taxes (in addition to
the Exercise Price) with respect to the difference between the Exercise Price
and the Fair Market Value of the Stock acquired upon exercise.
15. ISSUANCE OF SHARES. Subject to the foregoing conditions, the
Corporation, as soon as reasonably practicable after receipt of a proper notice
of exercise and payment of the Exercise Price, shall deliver to the person
exercising the Option, at the principal office of the Corporation or such other
location as may be acceptable to the Corporation and such person, one or more
certificates for the shares of Stock with respect to which the Option is
exercised. Such shares shall be fully paid and non-assessable and shall be
issued in the name of such person.
16. RIGHTS AS SHAREHOLDER. Neither the Optionee nor any other person
entitled to exercise the Option shall have any rights as a shareholder of the
Corporation with respect to the Stock subject to the Option until a certificate
for such shares has been issued to him or her following the exercise of the
Option.
17. NO RIGHTS AS TO SERVICE. Nothing in this Agreement or the Plan shall be
construed to give any person the right to remain in the employ or service of the
Corporation or any parent or subsidiary of the Corporation or to affect the
absolute and unqualified right of the Corporation and any parent or subsidiary
of the Corporation to terminate such person's employment or service relationship
at any time for any reason or no reason and with or without cause or prior
notice.
18. INVESTMENT REPRESENTATIONS. In connection with his or her acceptance of
the Option, the Optionee represents and warrants to the Corporation that he or
she:
(a) is acquiring the Option, and, if applicable, will acquire the shares of
Stock subject to the Option (the "Option Shares"), for investment
solely for his or her own account and not with a view to, or for resale
in connection with, any distribution thereof within the meaning of the
Act, and that he or she has no present intention of selling, offering
to sell or otherwise disposing of or distributing the Option Shares or
any portion thereof in any transaction other than a transaction exempt
from registration under the Act, and that the entire legal and
beneficial interest of the Option Shares that Optionee may acquire
pursuant to this Agreement is being acquired for, and will be held for
the account of, the Optionee only and neither in whole nor in part for
any other person;
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(b) has not seen or received any advertisement or general solicitation with
respect to the sale of the Option;
(c) (i) has a preexisting personal or business relationship with the
Corporation or its officers and directors such that he or she is aware
of the Corporation's plans, operations and financial condition or (ii)
has business or financial experience such that he or she has the
capacity to protect his or her own interest in acquiring the Option
and, if applicable, the Option Shares;
(d) realizes that his or her acquisition of the Option Shares would be a
highly speculative investment and that he or she is able, without
impairing his or her financial condition, to hold the Option Shares for
an indefinite period of time and to suffer a complete loss on his or
her investment;
(e) understands that the Option has not been, and any Option Shares
acquired by the Optionee would not be, registered under the Act by
reason of a specific exemption under Section 4(2) of the Act, which
exemption depends upon, among other things, the bona fide nature of his
or her investment intent as expressed herein, and any Option Shares
acquired by the Optionee must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is
available; and
(f) understands that any Option Shares acquired by the Optionee would
constitute restricted securities within the meaning of Rule 144
promulgated under the Act; that the exemption from registration under
Rule 144 will not be available in any event for at least one (1) year
from the date of purchase of and payment for the Option Shares, and
even then will not be available unless (i) a public trading market then
exists for the Shares, (ii) adequate information concerning the
Corporation is then available to the public, and (iii) other terms and
conditions of Rule 144 are complied with; and that any sale of the
Option Shares may be made by him or her only in limited amounts in
accordance with such terms and conditions.
19. NOTICES. Any notice to the Corporation contemplated by this Agreement
shall be addressed to it in care of its President, Second Floor, 498 Ellis
Street, Penticton, British Columbia, V2A 4M2, or such other address as the
Corporation may specify in a notice to the Optionee; and any notice to the
Optionee shall be addressed to him or her at the address on file with the
Corporation on the date hereof or at such other address as he or she may
hereafter designate in writing. Notice shall be deemed to have been given upon
receipt or, if sooner, five (5) days after such notice has been deposited,
postage prepaid, certified or registered mail, return receipt requested, in the
United States mail addressed to the address specified in the immediately
preceding sentence.
20. INTERPRETATION. The interpretation, construction, performance and
enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Administrator, and the Administrator's determinations shall be
conclusive and binding on all interested persons.
21. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the day and year first above written.
CHEETAH OIL & GAS LTD.
Per:
_____________________________
Authorized Signatory
Optionee:
___________________________________
Print Name
___________________________________
Signature
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