fp0001477_ex10-2.htm


    Exhibit
10.2

     

    MEXCO
ENERGY CORPORATION

    2009
EMPLOYEE INCENTIVE STOCK PLAN

    AWARD AGREEMENT

    


                         This
award agreement (“Award Agreement” or “Agreement”) executed between MEXCO ENERGY
CORPORATION (the “Company”), and                                                      (the
“Participant”), an employee, director or consultant of the Company or its
Subsidiary, regarding a right (the “Option”) awarded to the Participant
on                                                
(the “Grant Date”) to purchase from the Company up to but not exceeding in the
aggregate      
               
shares of Common Stock (as defined in the Mexco Energy Corporation 2009 Employee
Incentive Stock Plan (the “Plan”) at $_____._____ per share (the “Exercise
Price”), such number of shares and such price per share being subject to
adjustment as provided in the Plan, and further subject to the terms and
conditions set forth herein.

    


         1. Relationship to
Plan.

                         This
Option is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by
the Company’s Compensation Committee (“Committee”) and are in effect on the date
hereof.  Except as defined herein, capitalized terms shall have the
same meanings ascribed to them under the Plan.  This Option is
intended to qualify as an “Incentive Stock Option” as defined in the
Plan.  To the extent the relevant limits are exceeded or the requisite
holding period requirements are not satisfied, this Option shall be deemed a
Nonqualified Stock Option (as defined in the Plan). For purposes of this Award
Agreement:

    


         (a)
“Cause”
means:

    (i)
unacceptable or inadequate performance as determined by the Company, including
but not limited to failure to perform the Participant’s job at a level or in a
manner acceptable to the Company;

    (ii)
misconduct, dishonesty, acts detrimental or destructive to the Company or any
Subsidiary or to any employees or property of the Company or any Subsidiary;
or

    (iii)
violation of any policies of the Company.

    


         (b)
“Change of Control”
means

    (i) any
“person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly,
of securities of the Company representing twenty percent (20%) or more of the
total voting power of the Company’s then outstanding securities;

    (ii) the
individuals who were members of the Board of Directors of the Company (the
“Board”) immediately prior to a meeting of the shareholders of the Company
involving a contest for the election of directors shall not constitute a
majority of the Board following such election unless a majority of the new
members of the Board were recommended or approved by majority vote of members of
the Board immediately prior to such shareholder meeting;

    (iii) the
Company shall have merged into or consolidated with another corporation, or
merged another corporation into the Company, on a basis whereby less than fifty
percent (50%) of the total voting power of the surviving corporation is
represented by shares held by former shareholders of the Company prior to such
merger or consolidation; or

    (iv) the
Company shall have sold, transferred or exchanged all, or substantially all, of
its assets to another corporation or other entity or person.

    


    (c)
“Disability” means
illness or other incapacity which prevents the Participant from continuing to
perform the duties of his job for a period of more than three
months.

    


         (d)
“Employment” means
employment with the Company or its Subsidiary.

    


         (e)
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


         (f)
“Option Shares” means
the shares of Common Stock covered by this Award Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


         2. Exercise
Schedule.

         (a)
This Option may be exercised in installments in accordance with the following
schedule:

     

    
      
        	
                Date Vested

              	
                Percentage of Option
  Shares

              
	
                First
      anniversary of the Grant Date

              	
                25
      % 

              
	
                Second
      anniversary of the Grant Date

              	
                50
      % 

              
	
                Third
      Anniversary of the Grant Date

              	
                75
      % 

              
	
                Fourth
      Anniversary of the Grant Date

              	
                100
      %

              




    

    The
Participant must be in continuous Employment from the Grant Date through the
date of exercisability in order for the Option to become exercisable with
respect to additional shares of Common Stock on such date.

    


    (b) This
Option shall become fully exercisable, irrespective of the limitations set forth
in subparagraph (a) above, provided that the Participant has been in
continuous Employment since the Grant Date, upon the occurrence of

    (i) a
Change of Control;

    (ii) the
Participant’s termination of Employment due to death or Disability;
or

    (iii) the
Participant’s termination of Employment by the Company or a Subsidiary for
reasons other than Cause.

    


    (c) To
the extent the Option becomes exercisable, such Option may be exercised in whole
or in part (at any time or from time to time, except as otherwise provided
herein) until expiration of the Option pursuant to the terms of this Agreement
or the Plan.

    


         3. Termination of
Option

                 The
Option hereby granted shall terminate and be of no force and effect with respect
to any shares of Common Stock not previously purchased by the Participant at the
earliest time specified below:

    


    (a) the
tenth anniversary of the Grant Date;

    


    (b) if
Participant’s Employment is terminated by the Company or a Subsidiary for Cause
at any time after the Grant Date, then the Option shall terminate
immediately upon such termination of Participant’s Employment;

    


    (c) if
Participant’s Employment is terminated by the Company or a Subsidiary for any
reason other than death, Disability or Cause, then the Option shall terminate on
the first business day following the expiration of the 90-day period which began
on the date of termination of Participant’s Employment;

    


    (d) if
Participant’s Employment is terminated due to (i) death at any time after
the Grant Date and while in Employment or within 60 days after termination
of such Employment, or (ii) Disability at any time after the Grant Date,
then the Option shall terminate on the first business day following the
expiration of the one-year period which began on the date of Participant’s death
or Disability, as applicable.

    


                 In
any event in which the Option remains exercisable for a period of time following
the date of termination of Participant’s Employment, the Option may be exercised
during such period of time only to the extent it was exercisable as provided in
Section 2 on such date of termination of Participant’s
Employment.  The portion of the Option not exercisable upon
termination of Employment shall terminate and be of no force and effect upon the
date of the Participant’s termination of Employment.

    


         4. Exercise of
Option

                 Subject
to the limitations set forth herein and in the Plan, this Option may be
exercised by written notice provided to the Company as set forth in
Section 5.  Such written notice shall (a) state the number of
shares of Common Stock with respect to which the Option is being exercised, (b)
be accompanied by cash or shares of Common Stock (not subject to limitations on
transfer) or a combination of cash and Common Stock payable to Mexco Energy
Corporation in the full amount of the purchase price for any shares of Common
Stock being acquired and (c) be accompanied by cash or Common Stock in the
full amount of all federal and state withholding or other employment taxes
applicable to the taxable income of such Participant resulting from such
exercise (or instructions to satisfy such withholding obligation by withholding
Option Shares in accordance with Section 8); provided, however, that any
shares of Common Stock delivered in payment of the option price that are or were
the subject of an award under the Plan must be shares that the Participant has
owned for a period of at least six months prior to the date of
exercise.  For the purpose of determining the amount, if any, of the
purchase price satisfied by payment in Common Stock, such Common Stock shall be
valued at its Fair Market Value on the date of exercise.  The
Committee may, in its sole discretion, arrange for the exercise of this Option
through a broker-assisted cashless exercise program.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

                 Notwithstanding
anything to the contrary contained herein, the Participant agrees that he will
not exercise the option granted pursuant hereto, and the Company will not be
obligated to issue any option shares pursuant to this Award Agreement, if the
exercise of the Option or the issuance of such shares would constitute a
violation by the Participant or by the Company of any provision of any law or
regulation of any governmental authority or any stock exchange or transaction
quotation system.  The Participant agrees that, unless the options and
shares covered by the Plan have been registered pursuant to the Securities Act
of 1933, as amended (the “Act”), the Company may, at its election, require the
Participant to give a representation in writing in form and substance
satisfactory to the Company to the effect that he is acquiring such shares for
his own account for investment and not with a view to, or for sale in connection
with, the distribution of such shares or any part thereof.

    


                 If
any law or regulation requires the Company to take any action with respect to
the shares specified in such notice, the time for delivery thereof, which would
otherwise be as promptly as possible, shall be postponed for the period of time
necessary to take such action.

    


         5. Notices

                 Notice
of exercise of the Option must be made in the following manner, using such forms
as the Company may from time to time provide:

    


    (a) by
registered or certified United States mail, postage prepaid, to Mexco Energy
Corporation, Attn: Treasurer, 214 West Texas, Suite 1101, Midland, Texas
79701, in which case the date of exercise shall be the date of mailing;
or

    


    (b) by
hand delivery or otherwise to Mexco Energy Corporation, Attn: Treasurer, 214
West Texas, Suite 1101, Midland, Texas 79701, in which case the date of
exercise shall be the date when receipt is acknowledged by the
Company.

    


                 Notwithstanding
the foregoing, in the event that the address of the Company is changed prior to
the date of any exercise of this Option, notice of exercise shall instead be
made pursuant to the foregoing provisions at the Company’s current
address.

    


                         Any
other notices provided for in this Agreement or in the Plan shall be given in
writing and shall be deemed effectively delivered or given upon receipt or, in
the case of notices delivered by the Company to the Participant, five days after
deposit in the United States mail, postage prepaid, addressed to the Participant
at the address specified at the end of this Agreement or at such other address
as the Participant hereafter designates by written notice to the
Company.

    


         6. Assignment of
Option

                 Except
as otherwise permitted by the Committee, the Participant’s rights under the Plan
and this Agreement are personal; no assignment or transfer of the Participant’s
rights under and interest in this Award may be made by the Participant other
than by will, by beneficiary designation or by the laws of descent and
distribution.

    


         7. Stock
Certificates

                 Certificates
representing the Common Stock issued pursuant to the exercise of the Option will
bear all legends required by law and necessary or advisable to effectuate the
provisions of the Plan and this Option. The Company may place a “stop transfer”
order against shares of the Common Stock issued pursuant to the exercise of this
Option until all restrictions and conditions set forth in the Plan or this
Agreement and in the legends referred to in this Section 7 have been
complied with.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    


         8. Withholding

                 No
certificates representing shares of Common Stock purchased hereunder shall be
delivered to or in respect of an Participant unless the amount of all federal,
state and other governmental withholding tax requirements imposed upon the
Company with respect to the issuance of such shares of Common Stock has been
remitted to the Company or unless provisions to pay such withholding
requirements have been made to the satisfaction of the Committee.  The
Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with this
Option. The Participant may pay all or any portion of the taxes required to be
withheld by the Company or paid by the Participant in connection with the
exercise of all or any portion of this Option by delivering cash, or, with the
Committee’s approval, by electing to have the Company withhold shares of Common
Stock, or by delivering previously owned shares of Common Stock, having a Fair
Market Value equal to the amount required to be withheld or paid.  The
Participant may only request withholding Option Shares having a Fair Market
Value equal to the statutory minimum withholding amount.  The
Participant must make the foregoing election on or before the date that the
amount of tax to be withheld is determined.

    


         9. Shareholder
Rights

                 The
Participant shall have no rights of a shareholder with respect to shares of
Common Stock subject to the Option unless and until such time as the Option has
been exercised and ownership of such shares of Common Stock has been transferred
to the Participant.

    


         10. Successors and
Assigns

                 This
Agreement shall bind and inure to the benefit of and be enforceable by the
Participant, the Company and their respective permitted successors and assigns
(including personal representatives, heirs and legatees), except that the
Participant may not assign any rights or obligations under this Agreement except
to the extent and in the manner expressly permitted herein.

    


         11. No Employment
Guaranteed

                 No
provision of this Award Agreement shall confer any right upon the Participant to
continued employment with the Company or any Subsidiary.

    


         12. Governing Law

                 This
Award Agreement shall be governed by, construed and enforced in accordance with
the laws of the State of Colorado.

    


         13. Amendment

                 This
Agreement cannot be modified, altered or amended except by an agreement, in
writing, signed by both the Company and the Participant.

                                                                                         

    
      	 
      	
              MEXCO
      ENERGY CORPORATION

            
	 
      	 
      
	
              Date:                  

            	
              By:               

            
	 
      	 
      
	 
      	
              Name:  Nicholas
      C.
      Taylor                                               

            
	 
      	
              Title:  President                                               

            
	
                        

            
	
              The
      Participant hereby accepts the foregoing Award Agreement, subject to the
      terms and provisions of the Plan and administrative interpretations
      thereof referred to above.

            
	 
      
	 
      	
              PARTICIPANT

            
	 
      	 
      
	
              

                Date:                  

              

            	                 


    

                                                                                                                              

     

     

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