ex10_1.htm


    Exhibit
10.1

     

    


    OPTION
CERTIFICATE AND AGREEMENT

    


    THIS  OPTION
CERTIFICATE AND AGREEMENT (this "Agreement") is made and entered into as
of  the date set forth in Schedule 1 to this Agreement and
is  by and between  Rock Energy Resources, Inc. (the
"Company") and   the holder of this Option set forth in Schedule
1 to this Agreement (“Holder”).

    


    R
E C I T A L S

    


    WHEREAS,
the Company has recently adopted its 2009 Stock Option and Grant Plan (the
“Plan”), pursuant to which the Company has reserved up to Ten (10) million
shares (the “Shares”);

    


    WHEREAS,
this Agreement is issued and signed pursuant to the terms of the
Plan;

    


    WHEREAS,
this Option contains the terms, pursuant to which, the Holder will have the
right, but not the obligation to acquire additional Shares of the
Company.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set
forth, the parties hereto agree as follows:

    


    A
G R E E M E N T

    


    1. Shares.  This Option
will entitle the Holder to buy the number of Shares set forth in Schedule 1
hereto.

    


    2. Date of Grant; Term of  Option
   This Option was granted on May 20, 2009 and will be
outstanding for sixty (60)  months.

    


    
      	
              (a)  

            	
              Right to
      Exercise.   This Option will become vested and
      exerciseable if the Optioneee remains in continuous service to the Company
      (whether as an employee, consultant, independent contractor or any other
      capacity in which he or she provides services to the Company) through the
      applicable vesting date according to the following
    schedule.

            


    

    


    
      	
              (b)  

            	
              Schedule:

            


    

    


    
      	
              Percentage of Shares

            	
              Vesting Date:

            
	
              33.3%

            	
              May
      20, 2009

            
	
              33.3%

            	
              May
      20, 2010

            
	
              33.3%

            	
              May
      20, 2011

            


    

    


    
      	
              (c)  

            	
              Change in
      Control.    All Options will become exercisable
      as set forth in 2 (a)and (b) above and will remain exercisable in
      accordance with their terms upon a Company change in
      control.   Change in control means the occurrence, in a
      single transaction or in a series of related transactions, of any one or
      more of the following events:

            


    

    


    (i) any Exchange Act Person
becomes the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall
not be deemed to occur (A) on account of the acquisition of securities of
the Company by an investor, any affiliate thereof or any other Exchange Act
Person from the Company in a transaction or series of related transactions the
primary purpose of which is to obtain financing for the Company through the
issuance of equity securities or (B) solely because the level of Ownership
held by any Exchange Act Person (the “Subject Person”) exceeds the
designated percentage threshold of the outstanding voting securities as a result
of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control would
occur (but for the operation of this sentence) as a result of the acquisition of
voting securities by the Company, and after such share acquisition, the Subject
Person becomes the Owner of any additional voting securities that, assuming the
repurchase or other acquisition had not occurred, increases the percentage of
the then outstanding voting securities Owned by the Subject Person over the
designated percentage threshold, then a Change in Control shall be deemed to
occur;

    


    (ii) there is consummated a
merger, consolidation or similar transaction involving (directly or indirectly)
the Company and, immediately after the consummation of such merger,
consolidation or similar transaction, the stockholders of the Company
immediately prior thereto do not Own, directly or indirectly, either
(A) outstanding voting securities representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving Entity in such
merger, consolidation or similar transaction or (B) more than fifty percent
(50%) of the combined outstanding voting power of the parent of the surviving
Entity in such merger, consolidation or similar transaction, in each case in
substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such transaction;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (iii) the stockholders of the
Company approve or the Board approves a plan of complete dissolution or
liquidation of the Company, or a complete dissolution or liquidation of the
Company shall otherwise occur;

    


    (iv) there is consummated a
sale, lease, exclusive license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries, other than a
sale, lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries to an Entity, more than
fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same
proportions as their Ownership of the outstanding voting securities of the
Company immediately prior to such sale, lease, license or other disposition;
or

    


    (v) individuals who, on the
date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the members of the Board; provided, however, that if
the appointment or election (or nomination for election) of any new Board member
was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be
considered as a member of the Incumbent Board.

    


    (vi)  Rocky V. Emery together
with either Mark G. Harrington or Tom S. Elliott resign as officers of the
Company.

    


    3.    Procedures for
Exercise.    In the event Holder elects, at its sole
and absolute discretion, to exercise this, it will:

    


    
      	
              (a)  

            	
              Deliver
      the Exercise Form which is attached as Schedule A to the Company
      secretary;

            


    

    


    
      	
              (b)  

            	
              The
      Exercise Form will be accompanied  by cash,  check,
      full recourse promissory note,  other Shares which (i) in the
      case of Shares acquired upon exercise of an Option, have been owned by the
      Participant for more than six (6) months on the date of surrender, and
      (ii) have a Fair Market Value on the date of surrender equal to the
      aggregate exercise price of the Shares as to which said Option will be
      exercised,  consideration received by the Company from a
      licensed broker under a cashless exercise program implemented by the
      Company to facilitate "same day" exercises and sales of
      Options,  a reduction in the amount of any Company liability to
      the Participant, including any liability attributable to the Participant's
      participation in any Company-sponsored deferred compensation program or
      arrangement,  any combination of the foregoing methods of
      payment; or  such other consideration and method of payment for
      the issuance of Shares to the extent permitted by applicable
      Laws.

            


    

    


    
      	
              (c)  

            	
              Upon
      the exercise, this Certificate will be canceled and a new Certificate will
      be issued to the Holder reflecting the reduced number of remaining
      outstanding Options, unless the board of director or committee elects to
      reload the Options under the Plan.

            


    

    


    4.    Mutilated or
Missing  Certificates. In case any of the Certificates will be
mutilated, lost, stolen or destroyed prior to its expiration date, the Company
will issue and deliver, in exchange and substitution for and upon cancellation
of the mutilated  Certificate, or in lieu of and in substitution for
the  Certificate lost, stolen or destroyed, a
new  Certificate of like tenor and representing an equivalent right or
interest.

    


    5.    Reservation of
Shares.  The Company will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Shares or its authorized and issued Shares held in its treasury for
the purpose of enabling it to satisfy its obligation to issue Shares upon
exercise of Options, the full number of Shares deliverable upon the exercise of
all outstanding Options. The Company covenants that all Shares which may be
issued upon exercise will be validly issued, fully paid and non-assessable
outstanding Shares of the Company.

    


    6.    Rights of
Holder.  The Holder will not, by virtue of anything contained
in this  Agreement or otherwise, prior to exercise of this , be
entitled to any right whatsoever, either in law or equity, of a stockholder of
the Company, including without limitation, the right to receive dividends or to
vote or to consent or to receive notice as a shareholder in respect of the
meetings of shareholders or the election of directors of the Company of any
other matter.

    


    7.    Investment
Intent.  Holder represents to the Company that Holder is
acquiring the Shares for investment and with no present intention of
distributing or reselling any of the Shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.   Consolidation, Merger or Sale of the
Company.  If the Company is a party to a consolidation, merger
or transfer of assets which reclassifies or changes its outstanding Common
Stock, the successor corporation (or corporation controlling the successor
corporation or the Company, as the case may be) will by operation of law assume
the Company's obligations
under  this  Agreement.  Upon consummation of such
transaction the Shares will automatically become exercisable for the kind and
amount of securities, cash or other assets which the holder of Shares would have
owned immediately after the consolidation, merger or transfer if the holder had
exercised the  Option immediately before the effective date of such
transaction.  As a condition to the consummation of such transaction,
the Company will arrange for the person or entity obligated to issue securities
or deliver cash or other assets upon exercise of the Option concurrently with
the consummation of such transaction, assume the Company's obligations hereunder
by executing an instrument so providing and further providing for adjustments
which will be as nearly equivalent as may be practical to the adjustments
provided for in this Section.

    


    9.    Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or Holder
will bind and inure to the benefit of their respective successor and assigns
hereunder.

    


    10.   Counterparts.  This
Agreement may be executed in any number of counterparts and each of such
counterparts will for all proposes be deemed to be an original, and such
counterparts will together constitute by one and the same
instrument.

    


    11.   Notices.  All
notices or other communications under this  will be in writing and
will be deemed to have been given if delivered by hand or mailed by certified
mail, postage prepaid, return receipt requested, if to the Company at its
principal business address, if to the Holder at the address of the Holder
appearing on the books of the Company or the Company’s transfer agent, if any.
Either the Company or the Holder may from time to time change the address to
which notices to it are to be mailed hereunder by notice in accordance with the
provisions of this Paragraph

    


    12   Severability.  If
for any reason any provision, paragraph or term of this  Agreement is
held to be invalid or unenforceable, all other valid provisions herein will
remain in full force and effect and all terms, provisions and paragraphs of
this  will be deemed to be severable.

    


    13.  Governing Law and
Venue.  This  Agreement will be deemed to be a
contract made under the laws of the State of Texas and for all purposes will be
governed and construed in accordance with the laws of said State.  Any
proceeding arising under this  Agreement will be instituted in State
of  Texas.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the date and year first above written.

     

    "COMPANY"

    ROCK
ENERGY RESOURCES, INC.

     

     

    By:________________________

    Title:  Chief
Executive Officer