Unassociated Document


     

    
      
        	
                OPTION
                  HOLDER:

              	 	 


        	 	 	 


        	AWARD
                NO. 2008- 	 	 


        	 	 	 


        	DATE
                OF GRANT:	 	 


        	 	 	 


        	NUMBER
                OF SHARES: 	 	 


        	 	 	 


        	EXERCISE
                PRICE: 	 	 


      

       

       

      
        ZULU
          ENERGY CORP.

         

        
          AMENDED
            AND RESTATED

          2008
            EQUITY INCENTIVE PLAN 

        

         

        FORM
          OF EXECUTIVE OFFICER

        NON-INCENTIVE
          STOCK OPTION AGREEMENT

         

        This
          NON-INCENTIVE STOCK OPTION AGREEMENT (this "Agreement"), effective as of
          ________, 2008 (the "Grant Date"), is entered into by and among ZULU ENERGY
          CORP., a Colorado corporation (together with its successors and assigns,
          the
          "Company"), and ___________ (the "Option Holder").

         

        Recitals

         

        A.  The
          Company and Option Holder entered into an employment agreement, effective
          as of
          _________________ (the "Employment Agreement").

         

        B.  Pursuant
          to the Employment Agreement, on __________, prior to the adoption of a
          stock
          option plan by the Company, the Company issued to Option Holder an option
          (the
“Original Option”) to purchase 1,500,000 shares of the Company's common stock,
          $.001 par value per share (the "Common Stock"), at an exercise price per
          share
          equal to $1.00.

         

        C.  The
          Company has adopted, subject to shareholder approval, the Zulu Energy Corp.
          Amended and Restated 2008 Equity Incentive Plan (the "Plan").

         

        D.  Pursuant
          to section 4(b) of the Employment Agreement, the Option Holder desires
          to
          exchange the Original Option for a non-incentive stock option under the
          Plan on
          the terms set forth in this Agreement.

         

        Agreement

         

        1.  Grant
          of Option.
          Pursuant to the Plan and subject to the terms and conditions of this Agreement,
          the Company hereby grants to the Option Holder a non-incentive option (the
          "Option") to purchase 1,500,000 shares of Common Stock at an exercise price
          per
          share of $1.00 (the “Option Price”) in exchange and replacement of the Original
          Option. The Option grant shall be effective as of the Grant Date. The Option
          is
          not intended to qualify as an incentive stock option under Section 422 of
          the Internal Revenue Code of 1986, as amended (the “Code”). Each share of Common
          Stock issued upon the exercise of the Option shall, on the date delivered
          to the
          Option Holder pursuant to this Agreement, have been properly registered
          and
          qualified for immediate resale by the Option Holder under federal securities
          laws and all applicable state securities or "blue sky" laws and shall have
          been
          listed for trading on each stock exchange or other market on which shares
          of
          Common Stock are traded.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2.  Requirements
          for Exercise; Vesting.
          The
          entire Option is fully vested and immediately exercisable from and after
          the
          Grant Date, and shall continue to be vested and exercisable until expiration
          or
          termination of the Option as provided in Section 6 except that no part of
          the Option may be exercised until such time as the Company has amended
          it
          Articles of Incorporation, as amended, to increase it authorized shares
          of
          Common Stock to at least 150 million shares. If at any time the number
          of shares
          of Common Stock that are covered by the Option includes a fractional share,
          the
          number of shares of Common Stock as to which the Option shall be actually
          vested
          and exercisable shall be rounded (up or down) to the next whole share of
          Common
          Stock.

         

        3.  Method
          for Exercising the Option.
          The
          Option may be exercised only by delivery of written notice of exercise
          in person
          or through certified or registered mail, fax or overnight delivery to the
          Company at the following address: Zulu Energy Corp. Attention Chief Financial
          Officer 950 17th Street, Suite 2300 Denver, Colorado 80202, or such other
          address as shall be furnished in writing to the Option Holder by the Company.
          Such written notice shall specify that the Option is being exercised and
          the
          number of shares of Common Stock with respect to which the Option is exercised,
          and shall be accompanied by payment of the Option Price as follows: (i) in
          cash or by check, bank draft, or money order payable to the order of the
          Company
          or (ii) by delivery to the Company of irrevocable instructions directing
          the Company to withhold from the purchased shares of Common Stock a number
          of
          shares of Common Stock having a Fair Market Value as of the exercise date
          equal
          to the aggregate Option Price of the purchased shares or
          (iii) a combination of the foregoing. The exercise of the Option shall be
          deemed to be effective as of the date that Option Holder delivers the notice
          of
          exercise to the Company, and a properly executed certificate or certificates
          representing the Common Stock so purchased shall be issued by the Company
          and
          delivered to the Option Holder within five business days after such effective
          date; provided
          that if
          the Company is unable to deliver shares of Common Stock that have been
          fully
          registered, qualified and listed for trading in accordance with Section 1
          on such date, then the Company shall pay to grantee, within five business
          days
          after the effective date of the exercise, an amount of cash equal to the
          Fair
          Market Value of the Common Stock so purchased.

         

        4.  Adjustments
          to the Common Stock Subject to the Option.
          Upon
          the occurrence of an event described in section 17 of the Plan, then appropriate
          adjustment shall in good faith be made to the number and kind of shares
          subject
          to the Option, in accordance with section 17 of the Plan. Upon any such
          occurrence, the aggregate Option Price for the securities or other properties
          then subject to the Option shall remain unchanged and shall be apportioned
          ratably over the increased or decreased number or changed kinds of securities
          or
          other properties subject to the Option.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        5.  Reorganization
          and Change in Control.
          Upon
          the occurrence of a Change in Control, the Company, or the successor or
          purchaser, as the case may be, shall make adequate provision for the assumption
          of the Option or the substitution of a new option for the outstanding Option
          on
          terms comparable to the Option.

         

        6.  Expiration
          and Termination of the Option.
          The
          Option shall expire on the April 15, 2013, (the period from the Grant Date
          to the expiration date is the “Option Period”) or prior to such time as
          follows:

         

        (a)  Termination
          of
          Employment.If
          the
          Option Holder's employment by the Company is terminated for any reason
          other
          than death or Disability, the Option may be exercised by the Option Holder
          for a
          period of three years following the date of such termination (provided
          that such
          exercise must occur within the Option Period), but not thereafter.

         

        (b)  Termination
          on Account of Disability.
          If the
          Option Holder becomes Disabled while still employed by or performing services
          for the Company, the Option may be exercised by the Option Holder for a
          period
          of three years following the Option Holder's termination of services on
          account
          of Disability (provided that such exercise must occur within the Option
          Period),
          but not thereafter.

         

        (c)  Death.
          If the
          Option Holder dies during the Option Period while still employed by or
          performing services for the Company, the Option may be exercised by those
          entitled to do so under the Option Holder's will or by the laws of descent
          and
          distribution for a period of three years following the Option Holder's
          death
          (provided that such exercise must occur within the Option Period), but
          not
          thereafter.

         

        7.  Transferability.
          The
          Option may not be transferred except by will or pursuant to the laws of
          descent
          and distribution, and it shall be exercisable during the Option Holder's
          life
          only by him, or in the event of Disability or incapacity, by his guardian
          or
          legal representative, and after his death, only by those entitled to do
          so under
          his will or the applicable laws of descent and distribution.

         

        8.  Limitation
          of Rights.
          The
          Option Holder or his successor shall have no rights as a stockholder with
          respect to the shares of Common Stock covered by this Option until the
          Option
          Holder or his successors become the holder of record of such
          shares.

         

        9.  Common
          Stock Reserve.
          The
          Company shall at all times during the term of this Agreement reserve and
          keep
          available such number of shares of Common Stock as will be sufficient to
          satisfy
          the requirements of this Agreement, and the Company shall pay all original
          issue
          taxes (if any) on the exercise of the Option, and all other fees and expenses
          necessarily incurred by the Company in connection therewith.

         

        10.  Withholding.
          Upon
          each exercise of the Option in accordance with Section 3, the Company shall
          withhold from the shares of Common Stock otherwise deliverable to Option
          Holders
          pursuant to this Agreement a number of shares of Common Stock having a
          Fair
          Market Value (on the date of exercise) equal to the sum of all withholding
          amounts at the highest marginal rates with respect to such exercise under
          applicable federal, state, local and other tax laws (collectively, "Withholding
          Taxes") and shall timely remit such amounts to the proper taxing
          authorities.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        11.  Miscellaneous

         

        (a)  Notices. 
          Any
          notice required, permitted, or desired to be given pursuant to any of the
          provisions of this Agreement shall be deemed to have been sufficiently
          given or
          served for all purposes when telecopied (if receipt is acknowledged by
          the party
          to receive such notice), when delivered by hand, or when received by registered
          or certified mail, postage prepaid, or by nationally reorganized overnight
          courier service, in each case, addressed to the party to receive such notice
          at
          the following address or any other address substituted therefor by notice
          pursuant to these provisions:

         

        
          	 	
                  If
                    to the Company, at:

                	
                  Zulu
                    Energy Corp.

                


        

        
          	 	 	950 17th
                  Street, Suite 2300


          	 	 	
                  Denver,
                    Colorado 80202

                


        

        Attention: 
          Chief Financial Officer

        Fax:

         

        
          	 	
                  with
                    a copy to:

                	
                  Patton
                    Boggs LLP

                


        

        
          	 	 	
                  1801
                    California Street, Suite 4900

                


        

        
          	 	 	
                  Denver,
                    CO 80202

                


        

        
          	 	 	
                  Attention: 
                    Robert M. Bearman, Esq.

                


        

        
          	 	 	Fax:


        

         

         

        
           

          
            	 	If
                    to
                    the Grantee, at: 	 	
                    [Insert
                      name]

                  	 
	 	 	 	 	 
	 	 	 	
                    [Address]

                  	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                     [Fax] 

                  	 


          

        

         

         

        (b)  Amendment.
          Except
          as provided herein, this Agreement may not be amended or otherwise modified
          unless evidenced in writing and signed by the Company and the Option
          Holder.

         

        (c)  Defined
          Terms.
          Capitalized terms shall have the meaning set forth in the Plan or herein,
          as the
          case may be.

         

        (d)  Construction;
          Severability.
          The
          section headings contained herein are for reference purposes only and shall
          not
          in any way affect the meaning or interpretation of this Agreement. The
          invalidity or unenforceability of any provision of this Agreement shall
          not
          affect the validity or enforceability of any other provision of this Agreement,
          and each other provision of this Agreement shall be severable and enforceable
          to
          the extent permitted by law.

         

        (e)  Binding
          Effect.
          This
          Agreement shall be binding upon and inure to the benefit of the Company
          and the
          Option Holder and their respective heirs, executors, administrators, legal
          representatives, successors and assigns.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        (f)  Rights
          to Employment.
          Nothing
          contained in this Agreement shall be construed as giving the Option Holder
          any
          right to be retained in the employ of the Company and this Agreement is
          limited
          solely to governing the rights and obligations of the Option Holder with
          respect
          to the Common Stock and the Option.

         

        (g)  Governing
          Law.
          This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of Colorado without giving effect to conflicts of laws
          principles.

         

        (h)  Employment
          Agreement Terms.
          The
          Option Holder acknowledges and agrees that this Agreement and the grant
          of the
          Option hereunder fulfill the obligations of the Company concerning the
          issuance
          of options pursuant to section 4(c) of the Employment
          Agreement.

         

        [SIGNATURE
          PAGE FOLLOWS]

         

        
          
            
            

          

          
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        IN
          WITNESS WHEREOF, the parties have executed this Agreement as of the day
          and year
          first above written.

         

        
          	 	 	ZULU
                  ENERGY CORP.
	 	
                   

                
	 
 	 
 	 
 
	 	 	By: 
	 	
                  

                
	 	 
	 	
                  
 
	 	 
	 	OPTION
                  HOLDER
	 	 
	 	
                  
 
	 	
                  
  
	 	 
	 	 


        

         

        
          
            
            

          

          
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