exhibit4-1.htm


    EXHIBIT
4.1

    
      STRIKER OIL & GAS, INC.  
-   2008 STOCK OPTION
PLAN

      


      ARTICLE I - PLAN

      


      1.1           Purpose.  This Plan is a plan for key
employees, officers, directors, and consultants of the Company and its
Affiliates and is intended to advance the best interests of the Company, its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Affiliates
with additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in the
employ of the Company or any of its Affiliates.

      


      1.2           Rule 16b-3
Plan.  The
Company is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the “1934 Act”), and therefore the Plan is intended to
comply with all applicable conditions of Rule 16b-3 (and all subsequent
revisions thereof) promulgated under the 1934 Act.  To the extent any
provision of the Plan or action by the Board of Directors or Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.  In addition, the Board of
Directors may amend the Plan from time to time, as it deems necessary in order
to meet the requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.

      


      1.3           Effective Date of
Plan.   The
Plan shall be effective October 22, 2008 (the “Effective Date”), provided that
within one year of the Effective Date, the Plan shall have been approved by at
least a majority vote of stockholders voting in person or by proxy at a duly
held stockholders’ meeting, or if the provisions of the corporate charter,
by-laws or applicable state law prescribes a greater degree of stockholder
approval for this action, the approval by the holders of that percentage, at a
duly held meeting of stockholders.  No Incentive Option, Nonqualified
Option, Stock Appreciation Right, Restricted Stock Award or Performance Stock
Award shall be granted pursuant to the Plan ten years after the Effective
Date.

      


      ARTICLE II -
DEFINITIONS

      


      The words and phrases defined in this
Article shall have the meaning set out in these definitions throughout this
Plan, unless the context in which any such word or phrase appears reasonably
requires a broader, narrower, or different meaning.

      


      2.1           “Affiliate”
means any subsidiary corporation.  The term “subsidiary corporation”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the action or
transaction, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.

      


                         
2.2           “Award”
means each of the following granted under this Plan: Incentive Option,
Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award.

      


      2.3           “Board
of Directors” means the board of directors of the Company.

      


      2.4           “Code”
means the Internal Revenue Code of 1986, as amended.

      


      2.5           “Committee”
means the Compensation Committee of the Board of Directors, or if no
Compensation Committee has been formed, then it shall mean the entire Board of
Directors.  It is intended that the Committee shall be comprised
solely of at least two members who are both Non-Employee Directors and Outside
Directors; provided, however, that until such time as two such directors are
available to serve in such roles, the failure to meet this requirement shall not
affect the validity of any grants under this Plan.

      


      2.6           “Company”
means Striker Oil & Gas, Inc., a Nevada corporation.

      


      2.7           “Consultant”
means any person, including an advisor, engaged by the Company or Affiliate to
render services and who is compensated for such services.

      


      2.8           “Eligible
Persons” shall mean, with respect to the Plan, those persons who, at the time
that an Award is granted, are (i) Employees and all other key personnel,
including officers and directors, of the Company or Affiliate, or (ii)
Consultants or independent contractors who provide valuable services to the
Company or Affiliate as determined by the Committee.

      


      2.9           “Employee”
means a person employed by the Company or any Affiliate to whom an Award is
granted.

      


      2.10           “Fair
Market Value” of the Stock as of any date means (a) the average of the high and
low sale prices of the Stock on that date on the principal securities exchange
on which the Stock is listed; or (b) if the Stock is not listed on a securities
exchange, the average of the high and low sale prices of the Stock on that date
as reported on the Nasdaq; or (c) if the Stock is not listed on the Nasdaq, the
average of the high and low bid quotations for the Stock on that date as
reported by the National Quotation Bureau Incorporated; or (d) if none of the
foregoing is applicable, an amount at the election of the Committee equal to
(x), the average between the closing bid and ask prices per share of Stock on
the last preceding date on which those prices were reported or (y) that amount
as determined by the Committee in good faith.

      


      2.11           “Incentive
Option” means an option to purchase Stock granted under this Plan which is
designated as an “Incentive Option” and satisfies the requirements of Section
422 of the Code.

      


      2.12           “Non-Employee
Directors” means that term as defined in Rule 16b-3 under the 1934
Act.

      


      2.13           “Nonqualified
Option” means an option to purchase Stock granted under this Plan other than an
Incentive Option.

      


      2.14           “Option”
means both an Incentive Option and a Nonqualified Option granted under this Plan
to purchase shares of Stock.

      


      2.15           “Option
Agreement” means the written agreement by and between the Company and an
Eligible Person, which sets out the terms of an Option.

      


      2.16           “Outside
Director” shall mean a member of the Board of Directors serving on the Committee
who satisfies Section 162(m) of the Code.

      


      2.17           “Plan”
means the Striker Oil & Gas, Inc. 2008 Stock Option Plan, as set out in this
document and as it may be amended from time to time.

      


      2.18           “Plan
Year” means the Company’s fiscal year.

      


      2.19           “Performance
Stock Award” means an award of shares of Stock to be issued to an Eligible
Person if specified predetermined performance goals are satisfied as described
in Article VII.

      


      2.20           “Restricted
Stock” means Stock awarded or purchased under a Restricted Stock Agreement
entered into pursuant to this Plan, together with (i) all rights, warranties or
similar items attached or accruing thereto or represented by the certificate
representing the stock and (ii) any stock or securities into which or for which
the stock is thereafter converted or exchanged.  The terms and
conditions of the Restricted Stock Agreement shall be determined by the
Committee consistent with the terms of the Plan.

      


      2.21           “Restricted
Stock Agreement” means an agreement between the Company or any Affiliate and the
Eligible Person pursuant to which the Eligible Person receives a Restricted
Stock Award subject to Article VI.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.22           “Restricted
Stock Award” means an Award of Restricted Stock.

       

      2.23           “Restricted
Stock Purchase Price” means the purchase price, if any, per share of Restricted
Stock subject to an Award.  The Committee shall determine the
Restricted Stock Purchase Price.  It may be greater than or less than
the Fair Market Value of the Stock on the date of the Stock
Award.

      


      2.24           “Stock”
means the common stock of the Company, $.001 par value, or, in the event that
the outstanding shares of common stock are later changed into or exchanged for a
different class of stock or securities of the Company or another corporation,
that other stock or security.

      


      2.25           “Stock
Appreciation Right” and “SAR” means the right to receive the difference between
the Fair Market Value of a share of Stock on the grant date and the Fair Market
Value of the share of Stock on the exercise date.

      


      2.26           “10%
Stockholder” means an individual who, at the time the Option is granted, owns
Stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of any Affiliate.  An individual shall be
considered as owning the Stock owned, directly or indirectly, by or for his
brothers and sisters (whether by the whole or half blood), spouse, ancestors,
and lineal descendants; and Stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or
beneficiaries.

      


      ARTICLE III -
ELIGIBILITY

      


      The individuals who shall be eligible to
receive Awards shall be those Eligible Persons of the Company or any of its
Affiliates as the Committee shall determine from time to
time.  However, no member of the Committee shall be eligible to
receive any Award or to receive Stock, Options, Stock Appreciation Rights, or
any Performance Stock Award under any other plan of the Company or any of its
Affiliates, if to do so would cause the individual not to be a Non-Employee
Director or Outside Director.  The Board of Directors may designate
one or more individuals who shall not be eligible to receive any Award under
this Plan or under other similar plans of the Company.

      


      ARTICLE IV - GENERAL PROVISIONS RELATING
TO AWARDS

      


      4.1           Authority to Grant
Awards.   The Committee may
grant to those Eligible Persons of the Company or any of its Affiliates, as it
shall from time to time determine, Awards under the terms and conditions of this
Plan.  The Committee shall determine subject only to any applicable
limitations set out in this Plan, the number of shares of Stock to be covered by
any Award to be granted to an Eligible Person.

      


      4.2           Dedicated
Shares.   The total number of
shares of Stock with respect to which Awards may be granted under the Plan shall
be 4,000,000 shares.  The shares may be treasury shares or authorized
but unissued shares.  The number of shares stated in this Section 4.2
shall be subject to adjustment in accordance with the provisions of Section
4.5.  In the event that any outstanding Award shall expire or
terminate for any reason or any Award is surrendered, the shares of Stock
allocable to the unexercised portion of that Award may again be subject to an
Award under the Plan.

      


      4.3           Non-transferability.  Awards shall not be
transferable by the Eligible Person otherwise than by will or under the laws of
descent and distribution, or pursuant to a qualified domestic relations order
(as defined by the Code or the rules thereunder), and shall be exercisable,
during the Eligible Person’s lifetime, only by him or a transferee permitted by
this Section 4.  Any attempt to transfer an Award other than under the
terms of the Plan and the Agreement shall terminate the Award and all rights of
the Eligible Person to that Award.

      


      4.4           Requirements of
Law.  The Company
shall not be required to sell or issue any Stock under any Award if issuing that
Stock would constitute or result in a violation by the Eligible Person or the
Company of any provision of any law, statute, or regulation of any governmental
authority.  Specifically, in connection with any applicable statute or
regulation relating to the registration of securities, upon exercise of any
Option or pursuant to any Award, the Company shall not be required to issue any
Stock unless the Committee has received evidence satisfactory to it to the
effect that the holder of that Option or Award will not transfer the Stock
except in accordance with applicable law, including receipt of an opinion of
counsel satisfactory to the Company to the effect that any proposed transfer
complies with applicable law.  The determination by the Committee on
this matter shall be final, binding, and conclusive.  The Company may,
but shall in no event be obligated to, register any Stock covered by this Plan
pursuant to applicable securities laws of any country or any political
subdivision.  In the event the Stock issuable on exercise of an Option
or pursuant to an Award is not registered, the Company may imprint on the
certificate evidencing the Stock any legend that counsel for the Company
considers necessary or advisable to comply with applicable law.  The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of an Option or vesting under an Award, or the issuance of
shares pursuant thereto, to comply with any law or regulation of any
governmental authority.

      


      4.5           Changes in the
Company’s Capital Structure.

      


      (a)           The
existence of outstanding Options or Awards shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or its rights, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.  If the Company shall effect a
subdivision or consolidation of shares or other capital readjustment, the
payment of a Stock dividend, or other increase or reduction of the number of
shares of the Stock outstanding, without receiving compensation for it in money,
services or property, then (a) the number, class, and per share price of shares
of Stock subject to outstanding Options under this Plan shall be appropriately
adjusted in such a manner as to entitle an Eligible Person to receive upon
exercise of an Option, for the same aggregate cash consideration, the equivalent
total number and class of shares he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and (b)
the number and class of shares of Stock then reserved to be issued under the
Plan shall be adjusted by substituting for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been received by the owner of an equal number of outstanding shares of each
class of Stock as the result of the event requiring the
adjustment.

      


      (b)           If
the Company is merged or consolidated with another corporation and the Company
is not the surviving corporation, or if the Company is liquidated or sells or
otherwise disposes of substantially all its assets while unexercised Options
remain outstanding under this Plan (each of the foregoing referred to as a
“Corporate Transaction”):

      


      (i)           Subject
to the provisions of clause (ii) below, in the event of such a Corporate
Transaction, any unexercised Options shall automatically accelerate so that they
shall, immediately prior to the specified effective date for the Corporate
Transaction become 100% vested and exercisable; provided, however, that any
unexercised Options shall not accelerate if and to the extent such Option is, in
connection with the Corporate Transaction, either to be assumed by the successor
corporation or parent thereof (the “Successor Corporation”) or to be replaced
with a comparable award for the purchase of shares of the capital stock of the
Successor Corporation.  Whether or not any unexercised Option is
assumed or replaced shall be determined by the Company and the Successor
Corporation in connection with the Corporate Transaction.  The Board
of Directors shall make the determination of what constitutes a comparable award
to the unexercised Option, and its determination shall be conclusive and
binding.  The unexercised Option shall terminate and cease to remain
outstanding immediately following the consummation of the Corporate Transaction,
except to the extent assumed by the Successor Corporation.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)           All
outstanding Options may be canceled by the Board of Directors as of the
effective date of any Corporate Transaction, if (i) notice of cancellation shall
be given to each holder of an Option and (ii) each holder of an Option shall
have the right to exercise that Option in full (without regard to any
limitations set out in or imposed under this Plan or the Option Agreement
granting that Option) during a period set by the Board of Directors preceding
the effective date of the merger, consolidation, liquidation, sale, or other
disposition and, if in the event all outstanding Options may not be exercised in
full under applicable securities laws without registration of the shares of
Stock issuable on exercise of the Options, the Board of Directors may limit the
exercise of the Options to the number of shares of Stock, if any, as may be
issued without registration.  The method of choosing which Options may
be exercised, and the number of shares of Stock for which Options may be
exercised, shall be solely within the discretion of the Board of
Directors.

      


      (c)           After
a merger of one or more corporations into the Company or after a consolidation
of the Company and one or more corporations in which the Company shall be the
surviving corporation, each Eligible Person shall be entitled to have his
Restricted Stock and shares earned under a Performance Stock Award appropriately
adjusted based on the manner the Stock was adjusted under the terms of the
agreement of merger or consolidation.

      


      (d)           In
each situation described in this Section 4.5, the Committee will make similar
adjustments, as appropriate, in outstanding Stock Appreciation
Rights.

      


      (e)           The
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion of shares or obligations of
the Company convertible into shares or other securities, shall not affect, and
no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding
Awards.

      


      4.6           Election under
Section 83(b) of the Code.  No Employee shall exercise
the election permitted under Section 83(b) of the Code without written approval
of the Committee.  Any Employee doing so shall forfeit all Awards
issued to him under this Plan.

      


      ARTICLE V - OPTIONS AND STOCK
APPRECIATION RIGHTS

      


      5.1           Type of
Option.  The
Committee shall specify at the time of grant whether a given Option shall
constitute an Incentive Option or a Nonqualified Option.  Incentive
Stock Options may only be granted to Employees.

      


      5.2           Option Exercise
Price.  The price
at which Stock may be purchased under an Incentive Option shall not be less than
the greater of:  (a) 100% of the Fair Market Value of the shares of
Stock on the date the Option is granted or (b) the aggregate par value of the
shares of Stock on the date the Option is granted.  The Committee in
its discretion may provide that the price at which shares of Stock may be
purchased under an Incentive Option shall be more than 100% of Fair Market
Value.  In the case of any 10% Stockholder, the price at which shares
of Stock may be purchased under an Incentive Option shall not be less than 110%
of the Fair Market Value of the Stock on the date the Incentive Option is
granted.   The price at which shares of Stock may be purchased
under a Nonqualified Option shall be such price as shall be determined by the
Committee in its sole discretion but in no event lower than the par value of the
shares of Stock on the date the Option is granted.

      


      5.3           Duration of Options
and SARS.  No
Option or SAR shall be exercisable after the expiration of ten (10) years from
the date the Option or SAR is granted.  In the case of a 10%
Stockholder, no Incentive Option shall be exercisable after the expiration of
five years from the date the Incentive Option is granted.

      


      5.4           Amount Exercisable --
Incentive Options.   Each Option may be
exercised from time to time, in whole or in part, in the manner and subject to
the conditions the Committee, in its sole discretion, may provide in the Option
Agreement, as long as the Option is valid and outstanding.  To the
extent that the aggregate Fair Market Value (determined as of the time an
Incentive Option is granted) of the Stock with respect to which Incentive
Options first become exercisable by the optionee during any calendar year (under
this Plan and any other incentive stock option plan(s) of the Company or any
Affiliate) exceeds $100,000, the portion in excess of $100,000 of the Incentive
Option shall be treated as a Nonqualified Option.  In making this
determination, Incentive Options shall be taken into account in the order in
which they were granted.

      


      5.5           Exercise of
Options.  Each
Option shall be exercised by the delivery of written notice to the Committee
setting forth the number of shares of Stock with respect to which the Option is
to be exercised, together with:

      


      (a)           cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the option price of the
shares;

      


      (b)           stock
at its Fair Market Value on the date of exercise (if approved in advance in
writing by the Committee);

      


      (c)           an
election to make a cashless exercise through a registered broker-dealer (if
approved in advance in writing by the Committee);

      


      (d)           an
election to have shares of Stock, which otherwise would be issued on exercise,
withheld in payment of the exercise price (if approved in advance in writing by
the Committee); and/or

      


      (e)           any
other form of payment which is acceptable to the Committee, including without
limitation, payment in the form of a promissory note, and specifying the address
to which the certificates for the shares are to be mailed.

      


      As promptly as practicable after receipt
of written notification and payment, the Company shall deliver to the Eligible
Person certificates for the number of shares with respect to which the Option
has been exercised, issued in the Eligible Person’s name. If shares of Stock are
used in payment, the aggregate Fair Market Value of the shares of Stock tendered
must be equal to or less than the aggregate exercise price of the shares being
purchased upon exercise of the Option, and any difference must be paid by cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company.  Delivery of the shares shall be deemed effected
for all purposes when a stock transfer agent of the Company shall have deposited
the certificates in the United States mail, addressed to the Eligible Person,
at the address specified by the Eligible Person.

      


      Whenever an Option is exercised by
exchanging shares of Stock owned by the Eligible Person, the Eligible Person
shall deliver to the Company certificates registered in the name of the Eligible
Person representing a number of shares of Stock legally and beneficially owned
by the Eligible Person, free of all liens, claims, and encumbrances of every
kind, accompanied by stock powers duly endorsed in blank by the record holder of
the shares represented by the certificates (with signature guaranteed by a
commercial bank or trust company or by a brokerage firm having a membership on a
registered national stock exchange).  The delivery of certificates
upon the exercise of Options is subject to the condition that the person
exercising the Option provides the Company with the information the Company
might reasonably request pertaining to exercise, sale or other
disposition.

      


      5.6           Stock Appreciation
Rights.  All
Eligible Persons shall be eligible to receive Stock Appreciation
Rights.  The Committee shall determine the SAR to be awarded from time
to time to any Eligible Person.  The grant of a SAR to be awarded from
time to time shall neither entitle such person to, nor disqualify such person
from, participation in any other grant of awards by the Company, whether under
this Plan or any other plan of the Company.  If granted as a
stand-alone SAR Award, the terms of the Award shall be provided in a Stock
Appreciation Rights Agreement.

      


      5.7           Stock Appreciation
Rights in Tandem with Options.  Stock Appreciation Rights
may, at the discretion of the Committee, be included in each Option granted
under the Plan to permit the holder of an Option to surrender that Option, or a
portion of the part which is then exercisable, and receive in exchange, upon the
conditions and limitations set by the Committee, an amount equal to the excess
of the Fair Market Value of the Stock covered by the Option, or the portion of
it that was surrendered, determined as of the date of surrender, over the
aggregate exercise price of the Stock.  In the event of the surrender
of an Option, or a portion of it, to exercise the Stock Appreciation Rights, the
shares represented by the Option or that part of it which is surrendered, shall
not be available for reissuance under the Plan.  Each Stock
Appreciation Right issued in tandem with an Option (a) will expire not later
than the expiration of the underlying Option, (b) may be for no more than 100%
of the difference between the exercise price of the underlying Option and the
Fair Market Value of a share of Stock at the time the Stock Appreciation Right
is exercised, (c) is transferable only when the underlying Option is
transferable, and under the same conditions, and (d) may be exercised only when
the underlying Option is eligible to be exercised.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.8           Conditions of Stock
Appreciation Rights.  All Stock Appreciation
Rights shall be subject to such terms, conditions, restrictions or limitations
as the Committee deems appropriate, including by way of illustration but not by
way of limitation, restrictions on transferability, requirement of continued
employment, individual performance, financial performance of the Company, or
payment of any applicable employment or withholding taxes.

      


      5.9           Payment of Stock
Appreciation Rights.  The amount of payment to
which the Eligible Person who reserves an SAR shall be entitled upon the
exercise of each SAR shall be equal to the amount, if any by which the Fair
Market Value of the specified shares of Stock on the exercise date exceeds the
Fair Market Value of the specified shares of Stock on the date of grant of the
SAR.  The SAR shall be paid in either cash or Stock, as determined in
the discretion of the Committee as set forth in the SAR agreement.  If
the payment is in Stock, the number of shares to be paid shall be determined by
dividing the amount of such payment by the Fair Market Value of Stock on the
exercise date of such SAR.

      


      5.10           Exercise on
Termination of Employment.  Unless it is expressly
provided otherwise in the Option or SAR agreement, Options and SAR’s granted to
Employees shall terminate three months after severance of employment of the
Employee from the Company and all Affiliates for any reason, with or without
Cause (defined below), other than death, retirement under the then established
rules of the Company, or severance for disability.  The Committee
shall determine whether authorized leave of absence or absence on military or
government service shall constitute severance of the employment of the Employee
at that time.  Notwithstanding anything contained herein, no Option or
SAR may be exercised after termination of employment for any reason (whether by
death, disability, retirement or otherwise) if it has not vested as at the date
of termination of employment.  Cause shall mean any of the following:
(A) conviction of a crime (including conviction on a  nolo contendere
plea) involving a felony or dishonesty, or moral turpitude; (B) deliberate and
continual refusal to perform employment duties reasonably requested by the
Company or an affiliate after thirty (30) days’ written notice by certified mail
of such failure to perform, specifying that the failure constitutes cause (other
than as a result of vacation, sickness, illness or injury); (C) fraud or
embezzlement as determined by an independent certified public accountant firm;
or (D) gross misconduct or gross negligence in connection with the business of
the Company or an affiliate which has substantial effect on the Company or the
affiliate.

      


      5.11           Death.  If, before the expiration
of an Option or SAR, the Eligible Person, whether in the employ of the Company
or after he has retired or was severed for disability, or otherwise dies, the
Option or SAR may be exercised until the earlier of the Option’s or SAR’s
expiration date or six months following the date of his death, unless it is
expressly provided otherwise in the Option or SAR agreement.  After
the death of the Eligible Person, his executors, administrators, or any persons
to whom his Option or SAR may be transferred by will or by the laws of descent
and distribution shall have the right, at any time prior to the Option’s or
SAR’s expiration or termination, whichever is earlier, to exercise it, to the
extent to which he was entitled to exercise it immediately prior to his death,
unless it is expressly provided otherwise in the Option or SAR’s
agreement.

      


      5.12           Retirement.  Unless it is expressly
provided otherwise in the Option Agreement, before the expiration of an Option
or SAR, the Employee shall be retired in good standing from the employ of the
Company under the then established rules of the Company, the Option or SAR may
be exercised until the earlier of the Option’s or SAR’s expiration date or three
months following the date of his retirement, unless it is expressly provided
otherwise in the Option or SAR agreement.

       

      5.13           Disability.  If, before the expiration
of an Option or SAR, the Employee shall be severed from the employ of the
Company for disability, the Option or SAR shall terminate on the earlier of the
Option’s or SAR’s expiration date or six months after the date he was severed
because of disability, unless it is expressly provided otherwise in the Option
or SAR agreement.

      


      5.14           Substitution
Options.  Options
may be granted under this Plan from time to time in substitution for stock
options held by employees of other corporations who are about to become
employees of or affiliated with the Company or any Affiliate as the result of a
merger or consolidation of the employing corporation with the Company or any
Affiliate, or the acquisition by the Company or any Affiliate of the assets of
the employing corporation, or the acquisition by the Company or any Affiliate of
stock of the employing corporation as the result of which it becomes an
Affiliate of the Company.  The terms and conditions of the substitute
Options granted may vary from the terms and conditions set out in this Plan to
the extent the Committee, at the time of grant, may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.

      


      5.15           Reload
Options.   Without in any way
limiting the authority of the Board of Directors or Committee to make or not to
make grants of Options hereunder, the Board of Directors or Committee shall have
the authority (but not an obligation) to include as part of any Option Agreement
a provision entitling the Eligible Person to a further Option (a “Reload
Option”) in the event the Eligible Person exercises the Option evidenced by the
Option Agreement, in whole or in part, by surrendering other shares of Stock in
accordance with this Plan and the terms and conditions of the Option
Agreement.  Any such Reload Option (a) shall be for a number of shares
equal to the number of shares surrendered as part or all of the exercise price
of such Option; (b) shall have an expiration date which is the greater of (i)
the same expiration date of the Option the exercise of which gave rise to such
Reload Option or (ii) one year from the date of grant of the Reload Option; and
(c) shall have an exercise price which is equal to one hundred percent (100%) of
the Fair Market Value of the Stock subject to the Reload Option on the date of
exercise of the original Option.   Notwithstanding the foregoing,
a Reload Option which is an Incentive Option and which is granted to a 10%
Stockholder, shall have an exercise price which is equal to one hundred ten
percent (110%) of the Fair Market Value of the Stock subject to the Reload
Option on the date of exercise of the original Option and shall have a term
which is no longer than five (5) years.

      


      Any such Reload Option may be an
Incentive Option or a Nonqualified Option, as the Board of Directors or
Committee may designate at the time of the grant of the original Option;
provided, however, that the designation of any Reload Option as an Incentive
Option shall be subject to the provisions of the Code. There shall be no Reload
Options on a Reload Option.  Any such Reload Option shall be subject
to the availability of sufficient shares under Section 4.2 herein and shall be
subject to such other terms and conditions as the Board of Directors or
Committee may determine which are not inconsistent with the express provisions
of the Plan regarding the terms of Options.

      


      5.16           No Rights as
Stockholder.  No
Eligible Person shall have any rights as a stockholder with respect to Stock
covered by his Option until the date a stock certificate is issued for the
Stock.

      


      ARTICLE VI - AWARDS

      


      6.1           Restricted Stock
Awards.  The
Committee may issue shares of Stock to an Eligible Person subject to the terms
of a Restricted Stock Agreement. The Restricted Stock may be issued for no
payment by the Eligible Person or for a payment below the Fair Market Value on
the date of grant.  Restricted Stock shall be subject to restrictions
as to sale, transfer, alienation, pledge or other encumbrance and generally will
be subject to vesting over a period of time specified in the Restricted Stock
Agreement.  The Committee shall determine the period of vesting, the
number of shares, the price, if any, of Stock included in a Restricted Stock
Award, and the other terms and provisions which are included in a Restricted
Stock Agreement.

      


      6.2           Restrictions.  Restricted Stock shall be
subject to the terms and conditions as determined by the Committee, including
without limitation, any or all of the following:

      


      (a)           a
prohibition against the sale, transfer, alienation, pledge, or other encumbrance
of the shares of Restricted Stock, such prohibition to lapse (i) at such time or
times as the Committee shall determine (whether in annual or more frequent
installments, at the time of the death, disability, or retirement of the holder
of such shares, or otherwise);

      


      (b)           a
requirement that the holder of shares of Restricted Stock forfeit, or in the
case of shares sold to an Eligible Person, resell back to the Company at his
cost, all or a part of such shares in the event of termination of the Eligible
Person’s employment during any period in which the shares remain subject to
restrictions;

      


      (c)           a
prohibition against employment of the holder of Restricted Stock by any
competitor of the Company or its Affiliates, or against such holder’s
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;

      


      (d)           unless
stated otherwise in the Restricted Stock Agreement, (i) if restrictions remain
at the time of severance of employment with the Company and all Affiliates,
other than for reason of disability or death, the Restricted Stock shall be
forfeited; and (ii) if severance of employment is by reason of disability or
death, the restrictions on the shares shall lapse and the Eligible Person or his
heirs or estate shall be 100% vested in the shares subject to the Restricted
Stock Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.3           Stock
Certificate.   Shares of Restricted
Stock shall be registered in the name of the Eligible Person receiving the
Restricted Stock Award and deposited, together with a stock power endorsed in
blank, with the Company. Each such certificate shall bear a legend in
substantially the following form:

      


      “The transferability of this certificate
and the shares of Stock represented by it is restricted by and subject to the
terms and conditions (including conditions of forfeiture) contained in the
Striker Oil & Gas,, Inc. 2008 Stock Option Plan, and an agreement entered
into between the registered owner and the Company.  A copy of the Plan
and agreement is on file in the office of the Secretary of the
Company.”

      


      6.4           Rights as
Stockholder.   Subject to the terms
and conditions of the Plan, each Eligible Person receiving a certificate for
Restricted Stock shall have all the rights of a stockholder with respect to the
shares of Stock included in the Restricted Stock Award during any period in
which such shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such
shares.  Dividends paid with respect to shares of Restricted Stock in
cash or property other than Stock in the Company or rights to acquire stock in
the Company shall be paid to the Eligible Person currently.  Dividends
paid in Stock in the Company or rights to acquire Stock in the Company shall be
added to and become a part of the Restricted Stock.

      


                        
6.5           Lapse of
Restrictions.  At
the end of the time period during which any shares of Restricted Stock are
subject to forfeiture and restrictions on sale, transfer, alienation, pledge, or
other encumbrance, such shares shall vest and will be delivered in a
certificate, free of all restrictions, to the Eligible Person or to the Eligible
Person’s legal representative, beneficiary or heir; provided the certificate
shall bear such legend, if any, as the Committee determines is reasonably
required by applicable law.  By accepting a Stock Award and executing
a Restricted Stock Agreement, the Eligible Person agrees to remit when due any
federal and state income and employment taxes required to be
withheld.

      


                        
6.6           Restriction
Period.  No
Restricted Stock Award may provide for restrictions continuing beyond ten (10)
years from the date of grant.

      


      ARTICLE VII - PERFORMANCE STOCK
AWARDS

      


                        
7.1           Award of Performance
Stock.  The
Committee may award shares of Stock, without any payment for such shares, to
designated Eligible Persons if specified performance goals established by the
Committee are satisfied. The terms and provisions herein relating to these
performance-based awards are intended to satisfy Section 162(m) of the Code and
regulations issued thereunder.  The designation of an employee
eligible for a specific Performance Stock Award shall be made by the Committee
in writing prior to the beginning of the period for which the performance is
measured (or within such period as permitted by IRS regulations).  The
Committee shall establish the maximum number of shares of Stock to be issued to
a designated Employee if the performance goal or goals are met.  The
Committee reserves the right to make downward adjustments in the maximum amount
of an Award if in its discretion unforeseen events make such adjustment
appropriate.

      


                        7.2           Performance
Goals.  Performance goals
determined by the Committee may be based on specified increases in cash flow;
net profits; Stock price; Company, segment, or Affiliate sales; market share;
earnings per share; return on assets; and/or return on stockholders’
equity.

      


                       
7.3           Eligibility.  The employees eligible for
Performance Stock Awards are the senior officers (i.e., chief executive officer,
president, vice presidents, secretary, treasurer, and similar positions) of the
Company and its Affiliates, and such other employees of the Company and its
Affiliates as may be designated by the Committee.

      


                      
7.4           Certificate of
Performance.  The
Committee must certify in writing that a performance goal has been attained
prior to issuance of any certificate for a Performance Stock Award to any
Employee.  If the Committee certifies the entitlement of an Employee
to the Performance Stock Award, the certificate will be issued to the Employee
as soon as administratively practicable, and subject to other applicable
provisions of the Plan, including but not limited to, all legal requirements and
tax withholding.  However, payment may be made in shares of Stock, in
cash, or partly in cash and partly in shares of Stock, as the Committee shall
decide in its sole discretion.  If a cash payment is made in lieu of
shares of Stock, the number of shares represented by such payment shall not be
available for subsequent issuance under this Plan.

      


      ARTICLE VIII -
ADMINISTRATION

      


      The Committee shall administer the
Plan.   All questions of interpretation and application of the
Plan and Awards shall be subject to the determination of the
Committee.  A majority of the members of the Committee shall
constitute a quorum.  All determinations of the Committee shall be
made by a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members shall be as effective as if it
had been made by a majority vote at a meeting properly called and
held.  This Plan shall be administered in such a manner as to permit
the Options, which are designated to be Incentive Options, to qualify as
Incentive Options.  In carrying out its authority under this Plan, the
Committee shall have full and final authority and discretion, including but not
limited to the following rights, powers and authorities, to:

      


      (a)           determine
the Eligible Persons to whom and the time or times at which Options or Awards
will be made;

      


      (b)           determine
the number of shares and the purchase price of Stock covered in each Option or
Award, subject to the terms of the Plan;

      


      (c)           determine
the terms, provisions, and conditions of each Option and Award, which need not
be identical;

      


      (d)           accelerate
the time at which any outstanding Option or SAR may be exercised, or Restricted
Stock Award will vest;

      


      (e)           define
the effect, if any, on an Option or Award of the death, disability, retirement,
or termination of employment of the Employee;

      


      (f)           prescribe,
amend and rescind rules and regulations relating to administration of the Plan;
and

      


      (g)           make
all other determinations and take all other actions deemed necessary,
appropriate, or advisable for the proper administration of this
Plan.

      


      The actions of the Committee in
exercising all of the rights, powers, and authorities set out in this Article
and all other Articles of this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive and binding on all
parties.


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE IX - AMENDMENT OR TERMINATION OF
PLAN

      


      The Board of Directors of the Company
may amend, terminate or suspend this Plan at any time, in its sole and absolute
discretion; provided, however, that to the extent required to qualify this Plan
under Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of
1934, as amended, no amendment that would (a) materially increase the number of
shares of Stock that may be issued under this Plan, (b) materially modify the
requirements as to eligibility for participation in this Plan, or (c) otherwise
materially increase the benefits accruing to participants under this Plan, shall
be made without the approval of the Company’s stockholders; provided further,
however, that to the extent required to maintain the status of any Incentive
Option under the Code, no amendment that would (a) change the aggregate number
of shares of Stock which may be issued under Incentive Options, (b) change the
class of employees eligible to receive Incentive Options, or (c) decrease the
Option price for Incentive Options below the Fair Market Value of the Stock at
the time it is granted, shall be made without the approval of the Company’s
stockholders.  Subject to the preceding sentence, the Board of
Directors shall have the power to make any changes in the Plan and in the
regulations and administrative provisions under it or in any outstanding
Incentive Option as in the opinion of counsel for the Company may be necessary
or appropriate from time to time to enable any Incentive Option granted under
this Plan to continue to qualify as an incentive stock option or such other
stock option as may be defined under the Code so as to receive preferential
federal income tax treatment.

      


      


      


      ARTICLE X -
MISCELLANEOUS

      


                       
10.1           No Establishment of a
Trust Fund.   No property shall be
set aside nor shall a trust fund of any kind be established to secure the rights
of any Eligible Person under this Plan.  All Eligible Persons shall at
all times rely solely upon the general credit of the Company for the payment of
any benefit which becomes payable under this Plan.

      


                       
10.2           No Employment
Obligation.  The
granting of any Option or Award shall not constitute an employment contract,
express or implied, nor impose upon the Company or any Affiliate any obligation
to employ or continue to employ any Eligible Person.  The right of the
Company or any Affiliate to terminate the employment of any person shall not be
diminished or affected by reason of the fact that an Option or Award has been
granted to him.

      


                       
10.3           Forfeiture.  Notwithstanding any other
provisions of this Plan, if the Committee finds by a majority vote after full
consideration of the facts that an Eligible Person, before or after termination
of his employment with the Company or an Affiliate for any reason (a) committed
or engaged in fraud, embezzlement, theft, commission of a felony, or proven
dishonesty in the course of his employment by the Company or an Affiliate, which
conduct damaged the Company or Affiliate, or disclosed trade secrets of the
Company or an Affiliate, or (b) participated, engaged in or had a material,
financial, or other interest, whether as an employee, officer, director,
consultant, contractor, stockholder, owner, or otherwise, in any commercial
endeavor in the United States which is competitive with the business of the
Company or an Affiliate without the written consent of the Company or Affiliate,
the Eligible Person shall forfeit all outstanding Options and all outstanding
Awards, and including all exercised Options and other situations pursuant to
which the Company has not yet delivered a stock certificate.  Clause
(b) shall not be deemed to have been violated solely by reason of the Eligible
Person’s ownership of stock or securities of any publicly owned corporation, if
that ownership does not result in effective control of the
corporation.

      


      The decision of the Committee as to the
cause of an Employee’s discharge, the damage done to the Company or an
Affiliate, and the extent of an Eligible Person’s competitive activity shall be
final.  No decision of the Committee, however, shall affect the
finality of the discharge of the Employee by the Company or an Affiliate in any
manner.

      


                        
10.4           Tax
Withholding.  The
Company or any Affiliate shall be entitled to deduct from other compensation
payable to each Eligible Person any sums required by federal, state, or local
tax law to be withheld with respect to the grant or exercise of an Option or
SAR, lapse of restrictions on Restricted Stock, or award of Performance
Stock.  In the alternative, the Company may require the Eligible
Person (or other person exercising the Option, SAR or receiving the Stock) to
pay the sum directly to the employer corporation. If the Eligible Person (or
other person exercising the Option or SAR or receiving the Stock) is required to
pay the sum directly, payment in cash or by check of such sums for taxes shall
be delivered within 10 days after the date of exercise or lapse of restrictions.
The Company shall have no obligation upon exercise of any Option or lapse of
restrictions on Stock until payment has been received, unless withholding (or
offset against a cash payment) as of or prior to the date of exercise or lapse
of restrictions is sufficient to cover all sums due with respect to that
exercise.  The Company and its Affiliates shall not be obligated to
advise an Eligible Person of the existence of the tax or the amount which the
employer corporation will be required to withhold.

      


                         
10.5           Written
Agreement.  Each
Option and Award shall be embodied in a written agreement which shall be subject
to the terms and conditions of this Plan and shall be signed by the Eligible
Person and by a member of the Committee on behalf of the Committee and the
Company or an executive officer of the Company, other than the Eligible Person,
on behalf of the Company.  The agreement may contain any other
provisions that the Committee in its discretion shall deem advisable which are
not inconsistent with the terms of this Plan.

      


                         
10.6           Indemnification of
the Committee and the Board of Directors.  With respect  to
administration of this Plan, the Company shall indemnify each present and future
member of the Committee and the Board of Directors against, and each member of
the Committee and the Board of Directors shall be entitled without further act
on his part to indemnity from the Company for, all expenses (including
attorney’s fees, the amount of judgments, and the amount of approved settlements
made with a view to the curtailment of costs of litigation, other than amounts
paid to the Company itself) reasonably incurred by him in connection with or
arising out of any action, suit, or proceeding in which he may be involved by
reason of his being or having been a member of the Committee and/or the Board of
Directors, whether or not he continues to be a member of the Committee and/or
the Board of Directors at the time of incurring the expenses, including, without
limitation, matters as to which he shall be finally adjudged in any action, suit
or proceeding to have been found to have been negligent in the performance of
his duty as a member of the Committee or the Board of
Directors.  However, this indemnity shall not include any expenses
incurred by any member of the Committee and/or the Board of Directors in respect
of matters as to which he shall be finally adjudged in any action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as a member of the Committee and the Board of
Directors.  In addition, no right of indemnification under this Plan
shall be available to or enforceable by any member of the Committee and the
Board of Directors unless, within 60 days after institution of any action, suit
or proceeding, he shall have offered the Company, in writing, the opportunity to
handle and defend same at its own expense.  This right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and the Board of Directors and
shall be in addition to all other rights to which a member of the Committee and
the Board of Directors may be entitled as a matter of law, contract, or
otherwise.

      


      10.7           Gender.  If the context requires,
words of one gender when used in this Plan shall include the others and words
used in the singular or plural shall include the other.

      


      10.8           Headings.  Headings of Articles and
Sections are included for convenience of reference only and do not constitute
part of the Plan and shall not be used in construing the terms of the
Plan.

      


      10.9           Other Compensation
Plans.  The
adoption of this Plan shall not affect any other stock option, incentive or
other compensation or benefit plans in effect for the Company or any Affiliate,
nor shall the Plan preclude the Company from establishing any other forms of
incentive or other compensation for employees of the Company or any
Affiliate.

      


      10.10           Other Options or
Awards.  The
grant of an Option or Award shall not confer upon the Eligible Person the right
to receive any future or other Options or Awards under this Plan, whether or not
Options or Awards may be granted to similarly situated Eligible Persons, or the
right to receive future Options or Awards upon the same terms or conditions as
previously granted.

      


                          10.11           Governing
Law.  The
provisions of this Plan shall be construed, administered, and governed under the
laws of the State of Texas.