ex10_0.htm


    
      Exhibit
10

       

      2009
STOCK GRANT AND OPTION PLAN

      


      1.     PURPOSE:  This  2009
Stock Grant and Option Plan  (the "Plan") is intended to serve as an
incentive to and to encourage stock ownership by  certain
directors,  officers,  employees  of  and
certain persons rendering contract services  to Rock Energy Resources,
Inc., a Delaware corporation (the Corporation"), so that they
may  acquire  or  increase  their  proprietary  interest  in  the
success of
the  Corporation,  and  to  encourage  them  to  remain
in the Corporation’s service.

      


      2.    ADMINISTRATION: The
Plan will be administered by a committee appointed by the Corporation’s Board of
Directors (the “Committee”).  The
Committee  will  consist  of  not  less  than
two  (2)  members who will be
appointed  by,  and  serve  at  the  pleasure  of,  the  Corporation's  Board
of Directors.  The Board of Directors may from time to time remove
members from, or add members to, the Committee. Vacancies on the Committee,
however caused, will be filled only by the Board of Directors. The Committee
will select one of its members as Chairman, and will hold meetings at such times
and places as it may determine. Acts by a majority of the Committee in a meeting
at which a quorum is
present  and  acts  approved  in  writing  by  a  majority
of the members of the committee  will  be the valid acts of
the Committee. No member of the Committee will vote on  any matter
concerning his or her own participation in the Plan,
except  that  the  Board  of  Directors
as a whole may act on stock grants and options granted to directors. If no
Committee has been appointed, the entire Board will constitute the
Committee.

      


      The Committee will be authorized to
grant stock and/or options under the Plan to such directors, officers, employees
of and other persons rendering service to the Corporation or any parent or
subsidiary corporation of the Corporation, as defined for purposes of Internal
Revenue Code Section 422A ("Parent or Subsidiary"), at such times and in such
amounts as it may decide.

      


      The interpretation and construction by
the Committee of any provisions of the Plan or of any option granted under it
will be final unless otherwise determined by the Board of Directors. No member
of the Committee or Board of Directors will be liable for any action or
determination made in good faith with respect to the Plan or any option granted
under it.

      


      3.     ELIGIBILITY

      


      3.1.    General:   The
Participants will include directors, employees, including officers, of the
Company and its divisions and subsidiaries, and consultants and attorneys who
provide bona fide services to the Company. Participants are eligible to be
granted warrants, options, restricted common, or unrestricted common and other
awards under this Plan and to have their bonuses and/or consulting fees payable
in warrants, restricted common, unrestricted common and other awards. A
Participant who has been granted an option, or warrant hereunder may be granted
an additional option, warrant options, warrants or preferred stock, if the
Committee will so determine.

      


      3.2    Termination  of
Eligibility:  Any  option  granted hereunder will
expire  if,  for any reason other than his or her death, the
optionee (i) ceases to  be employed by the Corporation or a Parent or
Subsidiary thereof; (ii) is no
longer  a  member  of  the  Corporation's
Board of Directors; or (iii) no longer
performs  services  for  the  Corporation  as  an  independent
contractor. The
expiration  will  take  effect  at the
earliest of the following times: four
(4)months  from  the  date  of  the  occurrence  causing
termination of eligibility (twelve  (12)  months if the
optionee's eligibility ceases because of his or her
disability),  or  upon  the  date  the  option
expires by its terms. During such four-month period, the option may be exercised
in accordance with its terms, but
only  in  respect  of  the  number
of shares for which the right to exercise has
accrued  on  the  date  of termination
of employment, or status as a director or
independent  contractor.  The Committee will decide whether
an authorized leave of absence  or absence for military or
governmental service, or absence for any
other  reason,  will constitute termination of eligibility
for purposes of this Section.  This determination
will  be  subject  to  review  by  the  Board
of Directors.

      


      3.3.     Death  of  Optionee
and Transfer of Option:  If the optionee  dies
while  eligible  to participate in the Plan, or within four
(4) months after the termination  of  his  or her
eligibility, and will not have fully exercised the option,  the option
may be exercised at any time within twelve (12) months after
the  optionee's  death  by  the
optionee's executors or administrators or by any person  or persons
who acquired the option directly from the optionee by bequest
or  inheritance.  However,  no option will be
exercisable after it expires; and
options  may  be  exercised  only  to  the  extent  that
the optionee's right to exercise the option had accrued at the time of his or
her death and had not been previously  exercised.   No
option will be transferable by the optionee otherwise than  by
will  or  the  laws  of  intestate  succession.

      


      4.     IDENTIFICATION
OF STOCK:  The stock subject to grant and the options
will  be  shares  of  the  Corporation's
authorized but unissued or acquired or
reacquired  Common  Stock, par value $0.0001 (the
"Stock").  The aggregate number
of  shares  subject to stock grants and options will not
exceed 10,000,000 shares of Stock (subject to adjustment as provided in Section
5.6).  If any option granted hereunder will expire or terminate for
any reason without having been exercised
in  full,  the  unpurchased  shares
subject thereto will again be available for
purposes  of  this  Plan.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.     STOCK
GRANTS, OPTIONS AND WARRANTS:  The Committee will have sole and
absolute discretionary authority (i) to determine, authorize, and designate
those persons pursuant to this Plan who are to receive warrants, options,
restricted common, or unrestricted common stock under the Plan, (ii) to
determine the number of shares of Common Stock to be covered by such grant or
such options or warrants and the terms thereof, (iii) to determine the type of
Common Stock granted: restricted common or convertible preferred stock,
unrestricted common stock or a combination of restricted and unrestricted common
stock.  The Committee will thereupon grant stock, options or warrants
in accordance with such determinations as evidenced by a written stock grant,
option or warrant agreement. Subject to the express provisions of the Plan, the
Committee will have discretionary authority to prescribe, amend and rescind
rules and regulations relating to the Plan, to interpret the Plan, to prescribe
and amend the terms of the option or warrant agreements (which need not be
identical) and to make all other determinations deemed necessary or advisable
for the administration of the Plan.  Any stock, option or warrant
granted pursuant to the Plan will comply with and be subject to the following
terms and  conditions:

      


      5.1.    Number of
Shares:  Each grant, option or warrant will state the number of shares
to which  it  pertains.

      


      5.2.    Price:  Each
stock grant, option or warrant  will state a price, which
will  be  determined  at  the  Committee's  discretion.

      


      5.3.     Method of
Option Exercise: An option will be exercised by written notice to the
Corporation stating the number of shares with respect to which the option
is  being exercised and designating a time for the delivery thereof,
which will be not more than fifteen (15) days after notice is given unless
another date was mutually agreed upon. At the time specified in the notice, the
Corporation will
deliver  to  the  optionee  at  the  Corporation's  principal  office,  or
other appropriate  place the Committee determines, a certificate(s)
for such shares of
previously  authorized  but  unissued shares or
acquired or reacquired shares of
Stock  as  the  Corporation  may  elect.   Notwithstanding  the  foregoing,  the
Corporation may postpone delivery of any certificate(s) after notice of exercise
for  any  reasonable  period  required  to  comply  with  any
applicable listing
requirements  of  any  national  or  other  securities
exchange. In the event an option  will be exercisable by any person
other than the optionee, the
required  notice  under  this  section  will
be accompanied by appropriate proof of such
person's  right  to  exercise  the  option.

      


      5.4.    Payment:
The Committee shall determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Committee shall determine the acceptable form of
consideration at the time of grant. Such consideration may consist entirely
of:

      


                  (a)
cash;

      


                  (b)
check;

      


                  (c)
full recourse promissory note;

      


                  (d)
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
shall be exercised;

      


                  (e)
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;

      


                  (f)
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;

      


                  (g)
any combination of the foregoing methods of payment; or

      


                  (h)
such other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.

      


      5.5.    Term  of  Option:  The
term of  an  option granted hereunder will
be  determined  by  the Committee at the time of
grant, but will not exceed five
(5)  years  from  the  day  of  the  grant.  In
no event  will any option be
exercisable  after  the  expiration  of  its  term.

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.6.     Adjustments  Upon  Changes  in  Capitalization: Subject  to  any
required  shareholder  action,  the  number  of  shares
of stock
covered by each
outstanding  option  and  the  price  per  share  in  each  such
option will be proportionately  adjusted  for  any
increase or decrease in the number of issued
shares  of  Stock  of  the  Corporation  resulting  from:  (i)  a
subdivision or consolidation  of  shares; (ii) the payment
of a stock dividend (but only on the
Stock);  (iii)  any  other  increase  or  decrease  in
the number of such shares
effected  without  receipt  of  consideration
by the Corporation; (iv) or, as to
Stock  issued  other  than  pursuant  to  a  stock
option granted to a director, officer, employee or a person rendering services
as an independent contractor to
the  Corporation  or  any  Parent or
Subsidiary, any increase or decrease in the number  of shares made for
per share consideration less than the option price of
such  option.  Any  fraction  of  a
share subject to option that would otherwise
result  from  an  adjustment  pursuant  to  this  subparagraph  will
be rounded
downward  to  the  next  full  number  of  shares  without
other compensation or
consideration  to  the  holder  of  the  option.
Subject to any required shareholder action, if the Corporation will be the
surviving corporation in any merger or consolidation, each outstanding option
will pertain and apply to the securities to which a holder of the number of
shares of Stock subject to the option would have been entitled. The
Corporation's Board of Directors may grant each optionee the right to exercise
his or her option in whole or in part immediately prior to the Corporation's
dissolution or liquidation, or merger or consolidation in which the corporation
is not the surviving corporation. If the Corporation is consolidated with or
merged into any other corporation, or if the Corporation sells or transfers all
or substantially all of its assets, or if any other similar event affecting
shares of Stock of the Corporation should occur, and if the exercisability of
the options is not accelerated by the Board of Directors and the acquiring
Corporation assumes the Corporation's obligations under the options granted
under this Plan, then each optionee will be entitled thereafter to purchase
shares of stock and other securities and property in the kind and amount, and at
the price, which the optionee would have been entitled had his or her option
been exercised prior to such event. The Corporation will make lawful provision
therefore as part of any such transaction.  To the extent that the
foregoing adjustments relate to stock or securities of the Corporation, they
will be made by the Committee, whose determinations will be final, binding and
conclusive. The grant of an option pursuant to the Plan will not affect in any
way the Corporation's right or power to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets. Whenever the Corporation takes any action resulting in
any adjustment provided for in this Section 5.6, the Corporation will forthwith
deliver notice of the action to optionee. The notice will set forth the number
of shares subject to this Option and the purchase price thereof resulting from
the adjustment.

      


      5.7.   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 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.

      


      5.8.   Rights as a
Shareholder:  An optionee or a transferee of an option
will  have no rights as a shareholder with respect to any shares
underlying his
or  her  option  until  the  date  the
optionee is issued a certificate for such
shares.  No  adjustment  will be made for
dividends (ordinary or extraordinary, whether  in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued,
except  as  provided  in  Section  5.6  above.

      


      5.9.   Modification,  Extension  and
Renewal of Options:  Subject  to the
terms  and  conditions and within the limitations of the
Plan, the Committee may modify,  extend  or  renew
outstanding options granted under the Plan, or accept
the  surrender  of outstanding options (to the extent not
theretofore exercised)
and  authorize  the  granting  of  new
options in substitution therefore (to the
extent  not  theretofore  exercised).

      


      5.10.  Other
Provisions:  The option agreements authorized under the Plan
will  contain such other provisions, including without limitation,
restrictions upon  the exercise of the option, as the Committee and
the Board of Directors of the  Corporation will deem
advisable.  Thus, for example, the Committee and the
Board  of  Directors  may  require  that
all or any portion of an option granted hereunder not be exercisable until a
specified period of time has passed or some
other  event  has  occurred.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.     TERM OF
PLAN:  Options may be granted pursuant to the Plan from time
to  time  within a period of ten (10) years from the date
the Plan is adopted by
the  Corporation's  Board  of  Directors  or  is  approved  by
the Corporation's
shareholders,  whichever  occurs  earlier.  Termination  of  the  Plan
will not
affect  any  option  previously  granted.

      


      7.     AMENDMENT OF
THE PLAN:  To the extent permitted by
law  and  subject
to  any  required  approval  by  the  Corporation's  shareholders,  the
Board of Directors  may  suspend or discontinue the Plan or
revise or amend it in any way
with  respect  to  any  shares  not  subject  to  options  at  that  time.

      


      8.     APPLICATION OF
FUNDS:  The proceeds received by the Corporation from
the  sale  of  Stock  pursuant  to  options  may  be  used
for general corporate purposes.

      


      9.     NO
OBLIGATION TO EXERCISE OPTION:  The granting of
an  option  will impose
no  obligation  upon  the  optionee  to  exercise  such  option.

      


      10.   SECURITIES  LAWS  COMPLIANCE:   Notwithstanding  anything  contained
herein,  the  Corporation  will not be obligated
to grant any option under this Plan,  or  to  sell
or issue any share pursuant to any option agreement executed
pursuant  to  the  Plan,  unless  the
grant or sale is effectively registered or
exempt  from  registration  under the Securities
Act of 1933, as amended.

      


      11.  SECTION 16(B) OF THE
EXCHANGE ACT. All elections and transactions under this Plan by persons subject
to Section 16 of the Exchange Act involving shares of Common Stock are intended
to comply with any applicable exemptive condition under Rule 16b-3. The
Committee may establish and adopt written administrative guidelines, designed to
facilitate compliance with Section 16(b) of the Exchange Act, as it may deem
necessary or proper for the administration and operation of this Plan and the
transaction of business thereunder.  In the event that an affiliate of
the company acquires shares of common stock under this Plan, the affiliate will
be subject to section 16(b) of the Exchange Act. To the extent that a Rule 16b-3
exemptive provision is unavailable and in the event that any affiliate acquiring
shares hereunder has sold or sells any shares of common stock in the six months
preceding or following the receipt of shares hereunder, any so called "profit",
as computed under Section 16(b) of the Exchange Act, would be recognized as
valid consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. In this case, the Company
has agreed, that for the purpose of any "profit" computation under 16(b), the
price paid for the common stock issued to affiliates is equal to the value of
services rendered. Shares of common stock acquired hereunder by persons other
than affiliates are not subject to section 16(b) of the Exchange
Act.

      


      As  adopted  by  the  Board  of  Directors  on
May 20, 2009.

      


      Rock
Energy Resources, Inc.,

      a
Delaware corporation

      


      


      ___________________________

      By: Rocky
Emery

      Its:  CEO