Filed by Bowne Pure Compliance








Exhibit 10.4




PARALLEL PETROLEUM CORPORATION




EMPLOYEE STOCK OPTION PLAN




I. Purpose of the Plan




The Parallel Petroleum Corporation Employee Stock Option Plan (the “Plan”) is intended
to provide a means whereby certain employees who are not officers or directors of Parallel
Petroleum Corporation, a Delaware corporation (the “Company”), and its subsidiaries may
develop a sense of proprietorship and personal involvement in the development and financial success
of the Company, and to encourage them to remain with and devote their best efforts to the business
of the Company, thereby advancing the interests of the Company and its shareholders. Accordingly,
the Plan provides for granting employees (in each case, “Optionee”) the option
(“Option”) to purchase shares of common stock of the Company (“Stock”), as
hereinafter set forth. Options granted under the Plan to employees will not be incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).



II. Administration




The Plan shall be administered by the Board of Directors of the Company (the
“Board”) or by a committee (the “Committee”) of two or more directors of the
Company appointed by the Board. If a Committee is not appointed by the Board, the Board shall act
as and be deemed to be the Committee for all purposes of the Plan. The Committee shall have sole
authority (within the limitations described herein) to select the employees who are to be granted
Options from among those eligible hereunder and to establish the number of shares which may be
issued to employees under each Option and to prescribe the form of the agreement embodying awards
of Options. The Committee is authorized to interpret the Plan and may from time to time adopt such
rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to
carry out the Plan. All decisions made by the Committee in selecting the employees to whom Options
shall be granted, in establishing the number of shares which may be issued to employees under each
Option and in construing the provisions of the Plan shall be final. No member of the Board shall
be liable for anything done or omitted to be done by such member or by any other member of the
Board in connection with the Plan, except for such member’s own willful misconduct.



III. Option Agreements; Terms and Conditions




Each Option granted under the Plan shall be evidenced by a written stock option agreement and
shall contain such terms and conditions, and may be exercisable for such periods, as the Committee
shall prescribe from time to time in accordance with this Plan, and shall comply with the following
terms and conditions:



(a) The Option exercise price shall be the fair market value of the Stock subject to the
Option on the date the Option is granted. For all purposes under the Plan, the fair market of a
share of Stock on a particular date shall be equal to the average of the high and low sales prices
of the Stock on the date of grant as reported on the Nasdaq National Market tier of The Nasdaq
Stock Market (“NMS”), or on the stock exchange composite tape if the Stock is traded on a
national stock exchange on that date, or if no
prices are reported on that date, on the last preceding date on which such prices of the Stock are
so reported. If the Stock is not traded on the NMS or other stock exchange on that date, but is
otherwise traded over the counter at the time a determination of its fair market value is required
to be made hereunder, its fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of the Stock on the most recent date on which
the Stock was publicly traded. If the Stock is not publicly traded at the time a determination of
its value is required to be made hereunder, the determination of its fair market value shall be
made by the Committee in such manner as it deems appropriate.


 


 









 





(b) Each Option and all rights granted thereunder shall not be transferable otherwise than by
will or the laws of descent and distribution, and may be exercised only by the Optionee during the
Optionee’s lifetime and while the Optionee remains employed by the Company, except that: (i) if
the Optionee ceases to be an employee of the Company because of disability, the Option may be
exercised in full by the Optionee (or the Optionee’s estate or the person who acquires the Option
by will or the laws of descent and distribution or otherwise by reason of the death of the
Optionee) at any time during the period of one year following such termination; (ii) if the
Optionee dies while Optionee is an employee of the Company, the Optionee’s estate, or the person
who acquires the Option by will or the laws of descent and distribution or otherwise by reason of
the death of the Optionee, may exercise the Option in full at any time during the period of one
year following the date of the Optionee’s death; and (iii) if the Optionee ceases to be an employee
of the Company for any reason other than as described in clause (i) or (ii) above, unless the
Optionee is removed for cause, the Option may be exercised by the Optionee at any time during the
period of three months following the date the Optionee ceases to be an employee of the Company, or
by the Optionee’s estate (or the person who acquires the Option by will or the laws of descent and
distribution or otherwise by reason of the death of the Optionee) during a period of one year
following the Optionee’s death if the Optionee dies during such three-month period, but in each
case only as to the number of shares the Optionee was entitled to purchase hereunder upon exercise
of the Option as of the date the Optionee ceases to be an employee of the Company.



(c) The Option shall not be exercisable in any event after the expiration of ten years from
the date of grant.



(d) The purchase price of shares as to which the Option is exercised shall be paid in full at
the time of exercise (a) in cash, (b) by delivering to the Company shares of Stock having a fair
market value on the date of delivery equal to the purchase price, or (c) any combination of cash or
Stock, as shall be established by the Committee. Unless and until a certificate or certificates
representing such shares shall have been issued by the Company to the Optionee, the Optionee (or
the person permitted to exercise the Option in the event of the Optionee’s death) shall not be or
have any of the rights or privileges of a shareholder of the Company with respect to shares
acquirable upon an exercise of the Option.




(e) The terms and conditions of the respective stock option agreements need not be identical.



IV. Eligibility of Optionee




Options may be granted only to employees (who are not officers or directors) of the Company or
any parent or subsidiary corporation (as defined in Section 424 of the Code) of the Company at the
time the Option is granted. Options may be granted to the same Optionee on more than one occasion.


 


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V. Shares Subject to the Plan




The aggregate number of shares which may be issued under Options granted under the Plan shall
not exceed 200,000 shares of Stock. Such shares may consist of authorized but unissued shares of
Stock or previously issued shares of Stock reacquired by the Company. Any of such shares which
remain unissued and which are not subject to outstanding Options at the termination of the Plan
shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall at all
times make available a sufficient number of shares to meet the requirements of the Plan. Should
any Option hereunder expire or terminate prior to its exercise in full, the shares theretofore
subject to such Option may again be subject to an Option granted under the Plan. The aggregate
number of shares which may be issued under the Plan shall be subject to adjustment in the same
manner as provided in Article VII hereof with respect to shares of Stock subject to Options then
outstanding. Exercise of an Option in any manner shall result in a decrease in the number of
shares of Stock which may thereafter be available, both for purposes of the Plan and for sale to
any one individual, by the number of shares as to which the Option is exercised.



VI. Term of Plan




(a) The Plan shall be effective upon the date of its approval and adoption by the Board. The
Committee may grant Options under the Plan at any time on or after the effective date and before
the date fixed herein for termination of the Plan.



(b) Except with respect to Options then outstanding, if not sooner terminated under the
provisions of Subparagraph (a) above or Article VIII, the Plan shall terminate upon and no further
Options shall be granted after the expiration of ten years from the date of its adoption by the
Board.



VII. Recapitalization or Reorganization




(a) The existence of the Plan and the Options granted hereunder shall not affect in any way
the right or power of the Board or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or
its business, any merger or consolidation of the Company, any issue of debt or equity securities
ahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale, lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.



(b) The shares with respect to which Options may be granted are shares of Stock as presently
constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the
Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of consideration by the Company, the number of shares of Stock
with respect to which such Option may thereafter be exercised (i) in the event of an increase in
the number of outstanding shares shall be proportionately increased, and the purchase price per
share shall be proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced, and the purchase price per share shall be
proportionately increased.


 


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(c) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon
any exercise of an Option theretofore granted the Optionee shall be entitled to purchase under such
Option, in lieu of the number of shares of Stock as to which such Option shall then be exercisable,
the number and class of shares of stock and securities to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the
Optionee had been the holder of record of the number of shares of Stock as to which such Option is
then exercisable. If (i) the Company shall not be the surviving entity in any merger or
consolidation (or survives only as a subsidiary of an entity other than a previously wholly-owned
subsidiary of the Company), (ii) the Company sells, leases or exchanges or agrees to sell, lease or
exchange all or substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv)
any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without
limitation, power to vote) of more than 50% of the outstanding shares of Stock, or (v) as a result
of or in connection with a contested election of directors, the persons who were directors of the
Company before such election shall cease to constitute a majority of the Board (each such event, a
“Corporate Change”), then effective as of a date selected by the Committee, the Committee
acting in its sole discretion without the consent or approval of any Optionee, shall effect one or
more of the following alternatives with respect to the then outstanding Options held by Optionees,
which may vary among individual Optionees: (1) accelerate the time at which such Options may be
exercised so that such Options may be exercised in full on or before a specified date (before or
after such Corporate Change) fixed by the Committee, after which specified date all unexercised
Options and all rights of Optionees thereunder shall terminate, (2) require the mandatory surrender
to the Company by selected Optionees of some or all of such Options (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as of a date, before or after such
Corporate Change, specified by the Committee, in which event the Committee shall thereupon cancel
such Options and pay to each Optionee an amount of cash per share equal to the excess of the amount
calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject
to such Option over the exercise price(s) under such Options for such shares, (3) make such
adjustments to such Options as the Committee deems appropriate to reflect such Corporate Change,
(4) make no adjustments to such Options as the Committee may determine in its sole discretion or
(5) provide that thereafter upon any exercise of an Option theretofore granted the Optionee shall
be entitled to purchase under such Option, in lieu of the number of shares of Stock as to which
such Option shall then be exercisable, the number and class of shares of stock or other securities
or property to which the Optionee would inehave been entitled pursuant to the terms of the
agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such
merger, consolidation or sale of assets and dissolution, the Optionee had been the holder of record
of the number of shares of Stock as to which such Option is then exercisable. Notwithstanding any
of the foregoing provisions of this paragraph (c) to the contrary, any Option referred to herein
shall be adjusted, where necessary, so that the fair value of the Option immediately after the
transaction or event referred to herein is equal to the fair value of the Option immediately prior
to such transaction or event by adjusting the number and type of shares of Stock and/or the
purchase price per share, and/or making such other adjustments as may be appropriate, in order to
comply with the requirements of Section 409A of the Code and the final regulations and other
guidance issued thereunder.



(d) For purposes of clause (2) in paragraph (c) above, the “Change of Control Value” shall
equal the amount determined in clause (i), (ii) or (iii), whichever is applicable, as follows: (i)
the per share price offered to shareholders of the Company in any such merger, consolidation, sale
of assets or dissolution transaction, (ii) the price per share offered to shareholders of the
Company in any tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if
such Corporate Change occurs other than pursuant to a tender or exchange offer, the fair market
value per share of the shares into which such Options being surrendered are exercisable, as
determined by the Committee as of the date determined by the Committee to be the date of
cancellation and surrender of such Options. In the event that the
consideration offered to shareholders of the Company in any transaction described in this paragraph
(d) or paragraph (c) above consists of anything other than cash, the Committee shall determine the
fair cash equivalent of the portion of the consideration offered which is other than cash.


 


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(e) Any adjustment provided for in paragraphs (b) or (c) above shall be subject to any
required shareholder action.



(f) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock
of any class or securities convertible into shares of stock of any class, for cash, property, labor
or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such shares or other
securities, and in any case whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of Stock subject to Options
theretofore granted or the purchase price per share.



VIII. Amendment or Termination of the Plan




The Board in its discretion may terminate the Plan at any time with respect to any shares for
which Options have not theretofore been granted. The Board shall have the right to alter or amend
the Plan or any part thereof from time to time, provided, that no change in any Option theretofore
granted may be made which would impair the rights of the Optionee without the consent of such
Optionee.



IX. Miscellaneous Provisions




(a) Neither the Plan nor any action taken hereunder shall be construed as giving any employee
any right to be retained in the service of the Company or the right to have an Option granted to
such person.



(b) An Optionee’s rights and interest under the Plan may not be assigned or transferred in
whole or in part either directly or by operation of law or otherwise (except in the event of an
Optionee’s death or disability, by will or the laws of descent and distribution, all as provided in
Article III), including, but not by way of limitation, execution, levy, garnishment, attachment,
pledge, bankruptcy, or in any other manner, and no such right or interest of any participant in the
Plan shall be subject to any obligation or liability of such participant.



(c) No shares of Stock shall be issued hereunder unless counsel for the Company shall be
satisfied that such issuance will be in compliance with applicable Federal, state, and other
securities laws and regulations and the rules and regulations of the Nasdaq Stock Market.



(d) It shall be a condition to the obligation of the Company to issue shares of Stock upon
exercise of an Option, that the Optionee (or any beneficiary or person entitled to act under or
through Optionee as provided herein) pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to withhold Federal, state,
local, or foreign income or other taxes. If the amount requested is not paid, the Company may
refuse to issue shares of Stock.



(e) By accepting any Option under the Plan, each Optionee and each person claiming under or
through such person shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the Company, the Board or the
Committee.




 


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