**Exhibit 10.8**

 

**Black Raven Energy, Inc.**

**EQUITY COMPENSATION PLAN**

**FORM OF OPTION GRANT**

 

To:

 

BlackRaven Energy, Inc. (the “Company”), pursuant to its Equity CompensationPlan (the “Plan”), has granted to you, the Optionee named above, an option topurchase shares of the Common Stock of the Company (“Common Stock”).Capitalized terms used herein and not otherwise defined shall have the meaningascribed to such terms under the Plan..

 

Thedetails of the Option are as follows:

 

1.                                       TOTAL NUMBER OF SHARESSUBJECT TO THIS OPTION. The total number of shares of Common Stock subject tothis Option is                                 (    ,000).

 

2.                                       VESTING. Subject to thelimitations contained herein, this Option will vest (become exercisable)                                       .

 

3.                                       EXERCISE PRICEAND METHOD OF PAYMENT.

 

(a)                                  EXERCISE PRICE.The exercise price of this Option is           dollars and             cents ($ .    ) per share.

 

(b)                                 METHOD OFPAYMENT. Payment of the exercise price per share is due in full upon exerciseof all or any part of each installment that has accrued to you. You may elect,to the extent permitted by applicable statutes and regulations, to make paymentof the exercise price under one of the following alternatives:

 

(i)                                   Payment of theexercise price per share in cash (including check) at the time of exercise.

 

(ii)                                Paymentpursuant to a program developed under Regulation T as promulgated by theFederal Reserve Board which, prior to the issuance of Common Stock, results ineither the receipt of cash (or check) by the Company or the receipt ofirrevocable instructions to pay the aggregate exercise price to the Companyfrom the sales proceeds;

 

(iii)                             Provided thatat the time of exercise the Company’s Common Stock is publicly traded and quotedregularly in the Wall Street Journal, payment by delivery of already-ownedshares of Common Stock, held for the period required to avoid a charge to theCompany’s reported earnings, and owned free and clear of any liens, claims,encumbrances or security interests, which Common Stock shall be valued at itsFair Market Value on the date of exercise; or

 

(iv)                            Payment by acombination of the methods of payment permitted by subsection 3(b) (i) through3(b) (iii) above.

 

4.                                       WHOLE SHARES. This Optionmay not be exercised for any number of shares that 

 

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would require the issuance of anything other than whole shares.

 

5.                                       SECURITIES LAWCOMPLIANCE. Notwithstanding anything to the contrary contained herein, thisOption may not be exercised unless the shares issuable upon exercise of thisOption are then registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or if such shares are not then so registered, the Company has determinedthat such exercise and issuance would be exempt from the registrationrequirements of the Securities Act.

 

6.                                       TERM. The term of thisOption commences on                           xx, 200x, the date of grant, and expires at midnight on                             xx, 200xx (the “Expiration Date” which is the day before the             (xth) anniversary from the date of grant), unlessthis Option expires sooner as set forth below or in the Plan. In no event maythis Option be exercised on or after the Expiration Date. This Option shallterminate prior to the Expiration Date of its term as follows: three (3) monthsafter the termination of your Continuous Service as an Employee, Director orConsultant (as defined in the Plan) with the Company or an Affiliate of theCompany unless your termination of Continuous Status as an Employee, Directoror Consultant is due to your permanent disability (within the meaning of Section 422(c) (6) ofthe Code), or death, then this Option will expire on the earlier of theExpiration Date set forth above or twelve (12) months following suchtermination.

 

7.                                       EXERCISE.

 

(a)                                  This Option maybe exercised, to the extent specified above, by delivering a notice of exercise(in a form designated by the Company) together with the exercise price to theSecretary of the Company, or to such other person as the Company may designate,during regular business hours, together with such additional documents as theCompany may then require pursuant to subsection 10(e) of the Plan.

 

(b)                                 By exercisingthis Option you agree that, as a precondition to the completion of any exerciseof this Option, the Company may require you to enter an agreement providing forthe payment by you to the Company of any tax withholding obligation of theCompany arising by reason of (1) the exercise of this Option; (2) thelapse of any substantial risk of forfeiture to which the shares are subject atthe time of exercise; or (3) the disposition of shares acquired upon suchexercise.

 

8.                                       ACCELERATED VESTING UPONCHANGE OF CONTROL.  Notwithstanding Section 2hereof, the Options shall vest immediately upon a Change of Control if you havebeen continuously employed by the Company through the date immediately prior tothe occurrence of a Change of Control.

 

9.                                       TRANSFERABILITY.This Option is not transferable, except by will or by the laws of descent and distributionand is exercisable during your life only by you. Notwithstanding the foregoing,by delivering written notice to the Company, in a form satisfactory to theCompany, you may designate a third party who, in the event of your death, shallthereafter be entitled to exercise this Option.

 

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10.                                 OPTION NOT ASERVICE CONTRACT. This Option is not an employment contract and nothing in thisOption shall be deemed to create in any way whatsoever any obligation on yourpart to continue in the employment of the Company or an Affiliate, or of theCompany or an Affiliate to continue your employment. In addition, nothing inthis Option shall obligate the Company or any Affiliate of the Company, ortheir respective stockholders, Board of Directors, officers or employees tocontinue any relationship that you might have as a Director or Consultant forthe Company or Affiliate.

 

11.                                 NOTICES. AnyNotices provided for in this Option or the Plan shall be given in writing andshall be deemed effectively given upon receipt or, in the case of noticesdelivered by the Company to you, five (5) days after deposit in the UnitedStates mail, postage prepaid, addressed to you at the address specified belowor at such other address as you hereafter designate by written notice to theCompany.

 

12.                                 GOVERNING PLANDOCUMENT. This Option is subject to all the provisions of the Plan, a copy ofwhich is attached hereto and its provisions are hereby made a part of this Option.

 

Datedthis xx day of                           ,200x.

 

 
|          |       | Very  truly yours,                                   |
|---------------|------------|------------------------------------------------------|
|          |       |                                                 |
| **ACCEPTED:** | ** ** | **Black  Raven**Energy, Inc.                    |
|          |       |                                                 |
|          |       | By:                                                  |   |
|          |       |                                                 |   |
|          |       | Name:                                                |   |
|          |       |                                                 |   |
| Date:         |       |                                                 | Title: |   |
|          |       |                                                 |
|          |       | Duly  Authorized on Behalf of the Board of Directors |
|               |            |                                                      |  |  |

 

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ATTACHMENTS:

 

**Black Raven Energy, Inc.**

**EQUITY COMPENSATION PLAN**

 

**NOTICE OF EXERCISE**

 

TheUndersigned:

 

(a)                                  Acknowledgesreceipt of the foregoing Option and the attachments referenced therein andunderstands that all rights and liabilities with respect to this Option are setforth in the Option and the Plan; and

 

(b)                                 Acknowledgesthat as of the date of grant of this Option, it sets forth the entireunderstanding between the undersigned Optionee and the Company and its Affiliatesregarding the acquisition of stock in the Company under this Option andsupersedes all prior oral and written agreements on that subject with theexception of (i) the options previously granted and delivered to theundersigned under stock option plans of the Company, and (ii) thefollowing agreements only:

 
| None                                                                                                                                                                                                                                                                                                                                                                                                 |      |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                 | (Initial) |   |
|                                                                                                                                                                                                                                                                                                                                                                                                 |      |   |
| Other                                                                                                                                                                                                                                                                                                                                                                                                |      |   |
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|                                                                                                                                                                                                                                                                                                                                                                                                 |      |   |
| Dated this             day of                                            , 20          . |      |

 
|   | OPTIONEE: |
|--------|-----------|
|   |      |
|   |      |
|   | Signature |
|   |      |
|   | Name:     |   |
|   |      | Print Name |
|   |      |   |
|   |      |   |
|   | Address:  |   |
|   |      |   |
|   |      |   |

 

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**Black Raven Energy, Inc.**

**EQUITY COMPENSATION PLAN**

 

**ELECTION TO EXERCISE**

 

TheOptionee hereby exercises Option to purchase                                         shares of the Company’s Common Stock at $                     per share.

 

Datedthis            day of                                         , 20          .

 

 
|   | OPTIONEE: |
|--------|-----------|
|   |      |
|   |      |
|   | Signature |
|   |      |
|   | Name:     |   |
|   |      | Print Name |
|   |      |   |
|   | Address:  |   |
|   |      |   |
|   |      |   |

 

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