Form of Stock Option Agreement ISO and Non-Qualified 2007 Stock Option Plan



 Exhibit 10.2 
 KINGSLEY RESOURCES, INC. 
 2007 STOCK OPTION AND RESTRICTED STOCK PLAN 
 STOCK OPTION AGREEMENT 
 Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. 
 I. NOTICE OF STOCK OPTION GRANT

  

			
	 Optionee’s Name and Address:
	  	

 You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of
the Plan and this Option Agreement, as follows: 
  

			
	Date of Grant:	  	
		
	Exercise Price per Share:	  	
		
	Total Number of Shares Granted:	  	
		
	Total Exercise Price:	  	
		
	Type of Option:	  	             Incentive Stock Option
		
		  	             Nonstatutory Stock Option
		
	Term/Expiration Date:	  	
		
	Vesting Schedule:	  	
		
	Termination Period:	  	This Option may be exercised for ninety (90) days after termination of the Optionee’s employment with the Company. Upon the death or Disability of the Optionee, this Option may be exercised
for such longer period as provided in the Plan. If the Optionee changes in status from Employee to Consultant, this Option Agreement shall remain in effect. In no event shall this Option be exercised later than the Term/Expiration Date as provided
above.

 II. AGREEMENT 
 1. Grant of Option. The Board of Directors of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the “Optionee”), an option (the
“Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which are
incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant
as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds
the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”). 







 2. Exercise of Option. 
 2.1. Right to Exercise. 
 2.1.1. This
Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. In the event of Optionee’s death, Disability or other termination
of Optionee’s employment or consulting relationship, the exercisability of the Option is governed by the applicable provisions of the Plan and this Option Agreement. 
 2.1.2. Should (i) Optionee’s Continuous Status as an Employee be terminated for misconduct (which includes, but is not limited to, any act of
dishonesty, moral turpitude, fraud or embezzlement); (ii) Optionee make any unauthorized use or disclosure of confidential information or trade secrets of the Company or any Subsidiary; or (iii) Optionee otherwise act in such a manner not
in the best interests of the Company (as reasonably determined by the Company’s Board of Directors), then, notwithstanding any other provision in this Agreement or the Plan to the contrary, in any such event this Option shall terminate
immediately and cease to be outstanding. 
 2.2. Method of Exercise.  
 2.2.1. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall
state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as
to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 
 2.2.2. No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares. 
 3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee: 
 3.1. cash; 
 3.2. check; or 
 3.3. delivery of a properly
executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the
exercise price. 
 4. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the
Optionee. 
 5. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement. 
 6. Registration under the Securities Act of
1933. 
 6.1. Registration and Legends. The Optionee understands that (i) the Company has not registered the Option or the
Shares under the Securities Act of 1933, as amended (the “Act”), or the applicable securities laws of any state in reliance on exemptions from registration and (ii) such exemptions depend upon the Optionee’s investment intent at
the time the Optionee acquires the Option or the Shares. The Optionee therefore represents and warrants that Optionee is acquiring the Option, and will acquire the Shares, for the 

  

 2 








 
Optionee’s own account for investment and not with a view to distribution, assignment, resale or other transfer of the Option or the Shares. Because the
Option and the Shares are not registered, the Optionee is aware that the Optionee must hold them indefinitely unless they are registered under the Act and any applicable securities laws or the Optionee must obtain exemptions from such registration.
Upon exercise, in part or in whole, of this Option, the Shares shall bear the following legend: 
 The shares of Common Stock represented by
this certificate have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and they may not be offered for sale, sold, transferred, pledged or hypothecated without an effective registration
statement under the Act and under any applicable state securities laws, or an opinion of counsel, satisfactory to the Company, that an exemption from such registration is available. 
 6.2. No-Action Letter. The Company agrees that it will be satisfied that no post-effective amendment or new registration is required for the
public sale of the Shares if it shall be presented with a letter from the Staff of the Securities and Exchange Commission (the “Commission”), stating in effect that, based upon stated facts which the Company shall have no reason to believe
are not true in any material respect, the Staff will not recommend any action to the Commission if such Shares are offered and sold without delivery of a prospectus, and that, therefore, no Registration Statement under which such Shares are to be
registered is required to be filed. 
 7. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and
this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by Nevada law except for that body of law pertaining to conflict of laws.

 8. No Guarantee of Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH
OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. 
 [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 
  

 3 








 By your signature and the signature of the Company’s representative below, you and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions
relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 
  

							
	OPTIONEE:	 		 	KINGSLEY RESOURCES, INC.
				
	  
	 		 	By:	 	  

	Signature	 		 		 	            Signature
			
	  
	 		 	  

		 		 	Print Name
	  
	 		 	
				
	  
	 		 	Title:	 	  

	Residence Address	 		 		 	

 CONSENT OF SPOUSE 
 The undersigned spouse of Optionee has read and hereby approves the terms and conditions of the Plan and this Option Agreement. In consideration of the Company’s granting his or her spouse the right to purchase Shares as set forth in
the Plan and this Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Option Agreement and further agrees that any community property interest shall be similarly bound. The
undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Option Agreement. 
  

			
	  
	 	
	 Spouse of Optionee
	 	

  

 4 








 Exhibit A 
 Exercise Notice 
 Kingsley Resources, Inc. 
 1936 Alcova Ridge Drive 
 Las Vegas,
NV 89135 
 The undersigned hereby irrevocably subscribes for the purchase of
                                        
(                    ) Shares pursuant to and in accordance with the terms and conditions of this Option, and herewith makes payment, covering
the purchase of the Shares, which should be delivered to the undersigned at the address stated below, and, if such number of Shares shall not be all of the Shares purchasable hereunder, then a new Option of like tenor for the balance of the
remaining Shares purchasable under this Option be delivered to the undersigned at the address stated below. 
 The undersigned agrees that: (1) the
undersigned will not offer, sell, transfer or otherwise dispose of any such Shares, unless either (a) a registration statement, or post-effective amendment thereto, covering such Shares have been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such
registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to the Company satisfactory to the undersigned has rendered an
opinion in writing and addressed to the Company that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale,
transfer or other disposition; (2) the Company may notify the transfer agent for its Common Stock that the certificates for the Common Stock acquired by the undersigned are not to be transferred unless the transfer agent receives advice from
the Company that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) the Company may affix the legend set forth in Section 6.1 of this Option to the certificates for Shares hereby
subscribed for, if such legend is applicable. 
  

													
	Dated:	 	  
	 		  	Signed:	 	  

							
		 		 		  		 	Address: