Exhibit 4.3
GULFPORT ENERGY CORPORATION
1999 STOCK OPTION PLAN
1. Purpose. The 1999 Stock Option Plan (the "Plan") is intended to
strengthen Gulfport Energy Corporation (the "Company") by providing to
employees, officers, directors, consultants, and independent contractors of the
Company added incentive for high levels of performance and unusual efforts to
increase the earnings of the Company. The Plan seeks to accomplish this purpose
by enabling specified persons to purchase shares of Common Stock, $.50 par
value, thereby increasing their proprietary interest in the Company's success
and encouraging them to remain in the employ or service of the Company.
2. Administration. The Plan shall be administered by the Compensation
Committee (the "Committee" or "Administrator") of the Board of Directors (the
"Board") of the Company. The number of individuals that shall constitute the
Committee shall be determined from time to time by a majority of all of the
members of the Board, and unless that majority of the Board determines
otherwise, shall be no less than two individuals; PROVIDED, however, that if the
members of the Board and the Company's executive officers are subject to Rule
16b-3 under the Exchange Act, the Committee shall be comprised of either (a) the
entire Board or (b) persons who are "Non-Employee Directors" under Rule 16b-3 or
such other person as shall then be eligible to serve in such capacity under Rule
16b-3. A majority of the Committee shall constitute a quorum (or if the
Committee is only two members, then both members shall constitute a quorum), and
subject to the provisions of Section 4, the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be the acts of the Committee.
The members of the Committee shall serve at the pleasure of the
Board, which shall have the power, at any time and from time to time to remove
members from or add members to the Committee. Removal from the Committee may be
with or without cause. Any individual serving as a member of the Committee shall
have the right to resign from membership in the Committee by written notice to
the Board. The Board, and not the remaining members of the Committee, shall have
the power and authority to fill vacancies on the Committee, however caused. The
Board shall promptly fill any vacancy that causes the number of members of the
Committee to be below two or if the Company has a class of equity securities
registered pursuant to Section 12 of the Exchange Act, any other members that
Rule 16B-3 may require from time to time.
3. Shares Available. Subject to the adjustments provided in Section
5(g), the maximum number of shares of Common Stock, par value $.50 per share, of
the Company (the "Common Stock") in respect of which Option may be granted for
all purposes under the Plan shall be 300,000 shares. If, for any reason, any
shares as to which Options have been granted cease to be subject to purchase
thereunder, including the expiration of such Option, the termination of such
Option prior to exercise, or the forfeiture of such Option, such shares shall
thereafter be available for grants under the Plan. Options granted under the
Plan may be fulfilled in accordance with the terms of the Plan with (i)
authorized and unissued shares of the Common Stock, (ii) issued shares of such
Common Stock held in the Company's treasury, or (iii) issued shares of Common
Stock reacquired by the Company, in each situation as the Board or the Committee
may determine from time to time.
4. Authority of Committee. Subject to and not inconsistent with the
express provisions of the Plan, the Code and, if applicable, Rule 16b-3, the
Committee shall have plenary authority to:
a. determine the Key Employees and Eligible Non-Employees to whom
Options shall be granted, the time when such Options shall be granted, the
number of shares covered by such Options, the purchase price or exercise price
under each such Option, the period(s) during which such Options shall be
exercisable (whether in whole or in part, including whether such Options shall
become immediately exercisable upon the consummation of a "Change of Control" or
a "Qualifying Public Offering"), the restrictions to be applicable to Options
and all other terms and provisions thereof (which need not be identical);
b. require, if determined necessary or appropriate by the
committee in order to comply with Rule 16b-3, as a condition to the granting of
any Option, that the Person receiving such Option agree not to sell or otherwise
dispose of such Option, any Common Stock acquired pursuant to such Option, or
any other "derivative security" (as defined by Rule 16a-1(c) under the Exchange
Act) for a period of six months following the later of the date of the grant of
such Option or (ii) the date when the exercise price of such Option is fixed if
such exercise price is not fixed at the date of grant of such Option, or for
such other period as the Committee may determine;
c. provide an arrangement through registered broker-dealers
whereby temporary financing may be made available to an optionee by the
broker-dealer, under the rules and regulations of the Board of Governors of the
Federal Reserve, for the purpose of assisting the optionee in the exercise of an
Option, such authority to include the payment by the Company of the commissions
of the broker-dealer;
d. provide the establishment of procedures for an optionee (i) to
have withheld from the total number of shares of Common Stock to be acquired
upon the exercise of an Option that number of shares having a Fair Market Value
which, together with such cash as shall be paid in respect of fractional shares,
shall equal the aggregate exercise price under such Option for the number of
shares then being acquired (including the shares to be so withheld), and (ii) to
exercise a portion of an Option by delivering that number of shares of Common
Stock already owned by such optionee having an aggregate Fair Market Value which
shall equal the partial Option exercise price and to deliver the shares thus
acquired by such optionee in payment of shares to be received pursuant to the
exercise of additional portions of such Option, the effect of which shall be
that such optionee can in sequence utilize such newly acquired shares in payment
of the exercise price of the entire Option, together with such cash as shall be
paid in respect of fractional shares;
e. provide (in accordance with Section 13 or otherwise) the
establishment of a procedure whereby a number of shares of Common Stock or other
securities may be withheld from the total number of shares of Common Stock or
other securities to be issued upon exercise of an Option to meet the obligation
of withholding for income, social security and other taxes incurred by an
optionee upon such exercise or required to be withheld by the Company or a
Related Entity in connection with such exercise;
f. prescribe, amend, modify and rescind rules and regulations
relating to the Plan;
g. make all determinations permitted or deemed necessary,
appropriate or advisable for the administration of the Plan, interpret any Plan
or Option, provision, perform all other acts, exercise all other powers, and
establish any other procedures determined by the Committee to be necessary,
appropriate, or advisable in administering the Plan or for the conduct of the
Committee's business. Any act of the Committee, including interpretations of the
provisions of the Plan or any Option and determinations under the Plan or any
Option shall be final, conclusive and binding on all parties;
h. delegate to the Chairman of the Board, Chief Executive Officer
or President of the Company the authority to grant options to any eligible
employee of the Company. If such authority is delegated, the Committee's
designation of authority shall include the authority to determine (i) to whom
the Option is to be granted, (ii) the number of shares optioned, (iii) the terms
and conditions of the Option, and (iv) in the case of replacement Options, the
terms and conditions of such Option.
The committee or any person to whom it has delegated authority as
aforesaid may employ one or more Persons to render advice with respect to any
responsibility the Committee or such Person may have under the Plan. The
Committee may employ attorneys, consultants, accountants, or other Persons and
the Committee, the Company, and its officers and directors shall be entitled to
rely upon the advice, opinions, or valuations of any such Persons. No member or
agent of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan and all members
and agents of the Committee shall be fully protected by the Company in respect
of any such action, determination or interpretation.
5. Terms and Conditions of Options.
a. Only Eligible Participants shall be eligible to receive grants
of Options under this Plan. "Eligible Participants" shall mean: (i) all
directors of the Company; (ii) all officers (whether or not they are also
directors) of the Company; and (iii) all key employees (as such persons may be
determined by the Stock Option Committee from time to time) of the Company,
provided that such officers and key employees have a customary work week of at
least forty hours in the employ of the Company.
b. Type of Options. Each option granted under the Plan shall be a
non-qualified stock option (an "Option").
c. Options and Grants. Options shall be evidenced by Option
Agreements. The agreements shall conform to the requirements of the Plan, and
may contain such other provisions (including restrictions upon the exercise or
vesting of the Option, and provisions for the protection of the Options in the
event of mergers, consolidations, dissolutions, and liquidations) as the
Committee may deem advisable.
d. Option Price. The price at which Common Stock may be purchased
upon exercise of an Option shall be determined by the Committee in accordance
with its rules, or, in their absence, by the Committee's discretion.
e. Period of Option. The expiration date of such Option shall be
fixed by the Committee, but, notwithstanding any provision of the Plan to the
contrary, such expiration date shall not be more than ten years from the date of
grant.
f. Nontransferability of Stock Options. Each Option shall, by its
terms, be nontransferable by the Optionee other than by will, the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the Optionee's lifetime only by the Optionee except pursuant
to a domestic relations order.
g. Adjustments and Corporate Reorganizations. If the outstanding
shares of Common Stock are increased or decreased, or are changed into or
exchanged for a different number of kind of shares or securities, as a result of
one or more reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall be made in
the number and/or kind of shares or securities for which the unexercised
portions of this Option may thereafter be exercised, all without any change in
the aggregate exercise price applicable to the unexercised Options, but with a
corresponding adjustment in the exercise price per share or other unit. No
fractional share of stock shall be issued under the Options or in connection
with any such adjustment. Such adjustments shall be made by or under authority
of the Board, whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.
Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company as a result of
which the outstanding securities of the class then subject to the Options are
changed into or exchanged for cash or property or securities not of the
Company's issue, or upon a sale of substantially all the property of the
Company to, or the acquisition of stock representing more than eighty percent
(80%) of the voting power of the stock of the Company then outstanding by,
another corporation or person, the Options shall terminate unless provision be
made in writing in connection with such transaction for the assumption of
options previously granted under the Stock Option Plan under which the Option
was granted, or the substitution for such options any options covering the stock
of a successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, in which
event the Options shall continue in the manner and under the terms so provided.
If the Options shall terminate pursuant to the foregoing sentence, the Optionee
shall have the right, at such time prior to the consummation of the transaction
causing such termination as the Company shall reasonably designate, to exercise
all Options granted to Optionee, including the Options not yet exercisable.
h. Death of Holder of Option. Except as otherwise provided in the
applicable Option Agreement, in the event an Optionee to whom an Option has been
granted under the Plan dies during, or within three months after the termination
of, his employment by the Company, such Option (unless it shall have been
previously terminated pursuant to the provisions of the Plan or unless otherwise
provided in his Option Agreement) may be exercised (to the extent the entire
number of shares covered by the Option whether or not purchasable by the
employee at the date of his death) by the executor or administrator of the
optionee's estate or by the person or persons to whom the optionee shall have
transferred such Option by will or by the laws of descent and distribution, at
any time within a period of 12 months after his death, but not after the
exercise termination date set forth in the relevant Option Agreement.
i. Exercise and Payment.
i. An option may be exercised by notice (in the form
prescribed by the Committee) to the Company specifying the number of Shares to
be purchased. Payment for the number of Shares purchased upon the exercise of
an option shall be made in full at the price provided for in the applicable
Option Agreement and such purchase price shall be paid by the delivery to the
Company of cash (including check or similar draft) in United States dollars
or previously owned whole Shares that have been owned by the optionee for more
than six (6) months or a combination thereof. Shares used in payment of the
purchase price shall be valued at their Fair Market Value as of the date notice
of exercise is received by the Company. Any Shares delivered to the Company
shall be in such form as is acceptable to the Company.
ii. The Company may defer making delivery of Shares
under the Plan until satisfactory arrangements have been made for the payment of
any tax attributable to exercise of an option. The Administrator may, in its
sole discretion, permit an optionee to elect, in such form and at such time as
the Administrator may prescribe, to pay all or a portion of all taxes arising
in connection with the exercise of an option by electing to (A) have the Company
withhold whole Shares, or (B) deliver other whole Shares previously owned by the
optionee having a Fair Market Value not greater than the amount to be withheld;
provided, however, that the amount to be withheld shall not exceed the
optionee's estimated total tax obligations associated with the transaction.
The Company may elect to pay an optionee the amount
of optionee's federal and state income tax liability attributable to the
granting of the Option, or the exercise by the optionee of the Option, whichever
the case may be, to the extent the Company receives a federal income tax
deduction for compensation expense by reason of the grant of the Option or the
exercise of that Option by optionee. Within ninety (90) days after the year
in which the optionee incurs such tax liability by reason of grant or exercise
of the Option, the company by vote of the Board, and the optionee shall mutually
determine the amount of federal and state income tax liability owing by
optionee as a result thereof and shall settle for the amount to be paid by
Company to Optionee to reimburse optionee for that liability after
consideration and appropriate credit for the amount of federal and state income
tax withheld by the Company for the optionee for the preceding year.
6. Amendment and Termination. The Board of the Company may at any time
and from time to time suspend, amend, or terminate the Plan and may, with the
consent of an optionee, make such modifications of the terms and conditions of
that optionee's Stock Option as it shall deem advisable.
7. Rights of Eligible Participants and Optionees. No Eligible
Participant, optionee or other person shall have any claim or right to be
granted a Stock Option under this Plan, and neither this Plan nor any action
taken hereunder shall be deemed to give or be construed as giving any Eligible
Participant, optionee or other person any right to be retained in the employ of
the Company. Without limiting the generality of the foregoing, no person shall
have any rights as a result of his or her classification of an Eligible
Participant or optionee, such classifications being made solely to describe,
define and limit those persons who are eligible for consideration for privileges
under the Plan.
8. Privileges of Stock Ownership; Regulatory Law Compliance; Notice of
Sale. No optionee shall be entitled to the privileges of stock ownership as to
any Option Shares not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock Option unless and until all and then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully complied with. The optionee
shall, not more than thirty (30) days after each sale or other disposition of
shares of Common Stock acquired pursuant to the exercise of Stock Options, give
the Company notice in writing of such sale or other disposition.
9. Effective Date of the Plan. The Plan shall be deemed adopted as of
June 1, 1999.
10. Exculpation and Indemnification of Stock Option Committee. In
addition to any applicable coverage under any directors and officers liability
or similar insurance policy, the present, former and future members of the
Committee, and each of them, who is or was a director, officer or employee of
the Company shall be indemnified by the Company to the extent authorized in and
permitted by the Company's Certificate of Incorporation, and/or Bylaws in
connection with all actions, suits and proceedings to which they or any of them
may be a party by reason of any act or omission of any member of the Committee
under or in connection with the Plan or any Option granted thereunder.
11. Agreement and Representations of Optionee. Unless the shares of
Common Stock covered by this Plan have been registered with the Securities and
Exchange Commission pursuant to the registration requirements under the
Securities Act of 1933, each optionee shall: (i) by and upon accepting an
Option, represent and agree in writing, in the form of the letter attached
hereto as Exhibit "A", for himself or herself and his or her transferees by will
or the laws of descent and distribution, that the Option shares will be acquired
for investment purposes and not for resale or distribution; and (ii) and upon
the exercise of an Option, or a part thereof, furnish evidence satisfactory to
counsel for the Company, including written and signed representations in the
form of the letter attached hereto as Exhibit "B", to the effect that the Option
Shares are being acquired for investment purposes and not for resale or
distribution, and that the Option Shares being acquired shall not be sold or
otherwise transferred by the optionee except in compliance with the registration
provisions under the Securities Act of 1933, as amended, or an applicable
exemption therefrom. Furthermore, the Company, at its sole discretion, to assure
itself that any sale or distribution by the optionee complies with this Plan and
any applicable federal or state securities laws, may take all reasonable steps,
including placing stop transfer instructions with the Company's transfer agent
prohibiting transfers in violation of the Plan and affixing the following legend
(and/or such other legend or legends as the Committee shall require) on
certificates evidencing the shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM
UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE HOLDER THEREOF,
WHICH OPINION SHALL BE ACCEPTABLE TO GULFPORT ENERGY CORPORATION, THAT
REGISTRATION IS NOT REQUIRED."
At any time that an Optionee contemplates the disposition of any of the Option
Shares (whether by sale, exchange, gift, or other form of transfer), he or she
shall first notify the Company of such proposed disposition and shall thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of counsel for the Company, must be satisfied prior to the
making of such disposition. Before consummating such disposition, the optionee
shall provide to the Company an opinion of optionee's counsel, of which both
such opinion and such counsel shall be satisfactory to the Company, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. The Company shall remove any legend affixed to certificates
for Option Shares pursuant to this Section if and when all of the restrictions
on the transfer of the Option Shares, whether imposed by this Plan or federal or
state law, have terminated. Notwithstanding the optionee shall have the right to
have his options included in the first registration statement filed by the
Company following the grant of his options. If the Company has no immediate
plans to file a registration statement, the Board, in its discretion may elect
to file a registration statement specifically for the options granted under the
Plan.
12. Severability. If any provision of this Plan as applied to any person
or to any circumstance shall be adjudged by a court of competent jurisdiction to
be void, invalid, or unenforceable, the same shall in no way affect any other
provision hereof, the application of any such provision in any other
circumstances, or the validity or enforceability hereof.
13. Construction. Where the context or construction requires, all words
applied in the plural herein shall be deemed to have been used in the singular
and vice versa, and the masculine gender shall include the feminine and the
neuter and vice versa.
14. Headings. The headings of the several paragraphs herein are inserted
solely for convenience of reference and are not intended to form a part of and
are not intended to govern, limit or aid in the construction of any term or
provision hereof.
15. Governing Law. To the extent not governed by the laws of the United
States, this Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.
16. Conflict. In the event of any conflict between the terms and
provisions of this Plan and any other document, agreement or instrument,
including without limitation, any Stock Option Agreement, the terms and
provisions of this Plan shall control.
EXHIBIT "A"
_____________, 1999
Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, OK 73118
Gentlemen:
On this _____ day of ____________, 1999, the undersigned has received,
pursuant to the Gulfport Energy Corporation 1999 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the "Agreement") by and between Gulfport Energy
Corporation (the "Company") and the undersigned, dated ____________, 1999, an
option to purchase ________ shares of the no par value common stock of the
Company (the "Stock").
In consideration of the grant of such option by the Company:
1. I hereby represent and warrant to you that the Stock to be acquired
pursuant to the option will be acquired by me in good faith and for my own
personal account, and not with a view to distributing the Stock to others or
otherwise reselling the stock in violation of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
2. I hereby acknowledge and agree that: (a) the Stock to be acquired by
me pursuant to the Plan has not been registered; and (b) the Stock to be
acquired by me will not be freely tradable unless the Stock is either registered
under the Securities Act of 1933, as amended, or the holder presents a legal
opinion acceptable to Gulfport Energy Corporation that the transfer will not
violate the federal securities laws.
3. I understand that the Company is relying upon the truth and accuracy
of the representations and agreements contained herein in determining to grant
such options to me and upon subsequently issuing any Stock pursuant to the Plan
without the Company first registering the same under the Securities Act of 1933,
as amended.
4. I understand that the certificate evidencing the Stock to be issued
pursuant to the Plan will contain a legend upon the face thereof to the effect
that the Stock is not registered under the Securities At of 1933 and that stop
transfer orders will be placed against the shares with Gulfport Energy
Corporation's transfer agent.
5. In further consideration for the grant of an option to purchase Stock
of Gulfport Energy, the undersigned hereby agrees to indemnify you and hold you
harmless against all liability, cost or expenses (including reasonable
attorney's fees) arising out of or as a result of any distribution or resale of
shares of Stock issued by the undersigned in violation of the securities laws.
The agreements contained herein shall inure to the benefit of and be binding
upon the respective legal representatives, successors and assigns of the
undersigned and Gulfport Energy.
Very truly yours,
/s/
-------------------------------------
线上博彩平台
哑铃8健身网
欣欣贵州旅游网
骑士网
澳门美高梅赌场
冰球突破豪华版
博彩网站
Betway
太阳城
中国工程监理人才网
博彩公司
西峡网
万博
赌博平台大全
《星尘传说》官方网站
腾讯分分彩
欧博体育
绵阳百姓网
体育博彩平台
365betapp
最终幻想14官方网站
万表资讯
北方网教育频道
3158家居网
网鱼网咖
国家核电
吉林铁道职业技术学院
美康生物
珠海吉屋网
中华整木网
站点地图
遵义人才网
轩辕网络