exhib102.htm


    
      

      

    

    Exhibit 10.2

     

    
      CAPITAL
CITY ENERGY GROUP, INC.

      NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT

       

      THIS
AWARD AGREEMENT (this “Agreement”) is made
as of December 31, 2008 (the “Grant Date”), between
Capital City Energy Group, Inc., a Nevada corporation (the “Company”), and Joseph
Sites ( the “Participant”).

       

      1. Option
Grant.  Effective as of the Grant Date, the Company hereby
grants to the Participant an option (the “Option”) to purchase
920,000 shares of the Company’s common stock (the “Common
Stock”).  The exercise price of the Option will be $1.80 per
share (the “Exercise
Price”).  The Option is a non-qualified stock
option.  Subject to the vesting and termination of service provisions
in Section 2, the Option will expire and cease to be exercisable on the fifth
anniversary of the Grant Date.

       

      2. Vesting.  Provided
that the Participant remains employed by the Company or any of its Subsidiaries
or Affiliates as of on the relevant date, the Option shall vest and become
exercisable as follows:

       

      
        
          
            
              
                
                  	
                          Date

                        	 	
                          Percent
      of Option Vested and Exercisable

                        
	
                          After
      the first anniversary of the Grant Date, and on or prior to the second
      anniversary of the Grant Date:

                        	 	
                          33.33%
      (306,667 shares)

                        
	
                          After
      the second anniversary of the Grant Date, and on or prior to the third
      anniversary of the Grant Date:

                        	 	
                          66.67%
      (613,364 shares)

                        
	
                          After
      the third anniversary of the Grant Date, and on or prior to the fourth
      anniversary of the Grant Date:

                        	 	
                          100%
      (920,000
shares)

                        


                

              

            

          

        

         

      

      3. Exercise of Option;
Payment.  Upon a
termination of the Participant’s employment or other service with the Company
and all of its Subsidiaries and Affiliates for any reason, the Participant shall
forfeit any portion of the Option which has not vested and the Participant, or,
in the event of the Participant’s death or Disability, the Participant’s heirs
or other legal representatives, as applicable, shall have until the earlier of
(i) ninety (90) days following the date of such termination or (ii) the
expiration of the Option, to exercise any vested portion of the
Option.  Subject to vesting and other restrictions provided for
hereunder, the Option may be exercised, and payment in full of the aggregate
Exercise Price made, by a Participant (or, if applicable, by the Participant’s
heirs or other legal representative) only by written notice (in the form
prescribed by the Company) to the Company specifying the number of shares to be
purchased.  The aggregate Exercise Price shall be paid in full upon
the exercise of the Option.  Payment must be made by (i) cash or a
certified or bank cashier’s check; (ii) shares of previously owned Common Stock
having an aggregate Fair Market Value on the date of exercise equal to the
aggregate Exercise Price; (iii) through the withholding by the Company from the
Common Stock otherwise to be received, with such withheld Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the aggregate
Exercise Price; or (iv) by any combination of such methods of
payment.

       

      4. Restrictions on
Transfer.  The Option granted hereunder are not transferable by
the Participant.  The Participant acknowledges and agrees that the
Option may not be sold, transferred, gifted, donated, pledged, hypothecated,
disposed of or assigned by the Participant.

       

      5. Securities Laws
Restrictions.  The Participant represents that the Option and
the Common Stock issued upon exercise of the Option (the “Option Shares”) are
for the Participant’s own account and not on behalf of others. The Participant
understands and acknowledges that federal, state and foreign securities laws
govern and restrict the Participant’s right to offer, sell or otherwise dispose
of the Options and the Option Shares unless the Participant’s offer, sale or
other disposition thereof is registered under the Securities Act and federal,
state and foreign securities laws or, in the opinion of the Company’s counsel,
such offer, sale or other disposition is exempt from registration thereunder.
The Participant agrees that the Participant will not offer, sell or otherwise
dispose of the Options or the Option Shares in any manner which would: (i)
require the Company to file any registration statement (or similar filing under
applicable securities law) with the Securities and Exchange Commission or to
amend or supplement any such filing or (ii) violate or cause the Company to
violate the Securities Act, the rules and regulations promulgated thereunder or
any other applicable securities law.  The Participant further
understands that the certificates for any Option Shares will bear such legends
as the Company deems necessary or desirable in connection with the Securities
Act or other rules, regulations or laws.

       

      6. Participant’s
Representations.  The Participant hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by the Participant does not and will not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order,
judgment or decree to which the Participant is a party or by which the
Participant is bound and (ii) upon the execution and delivery of this Agreement
by the Company, this Agreement shall be the valid and binding obligation of the
Participant, enforceable in accordance with its terms. The Participant hereby
acknowledges and represents that the Participant has consulted with (or has had
an opportunity to consult with) independent legal counsel regarding the
Participant’s rights and obligations under this Agreement and that the
Participant fully understands the terms and conditions contained herein and
therein.  The Participant further acknowledges that neither the
Company nor any other party will have any duty or obligation to disclose to the
Participant, and the Participant will have no right to be advised of, any
material information regarding the Company or any of its Subsidiaries or
Affiliates at any time prior to, upon or in connection with the repurchase of
any Option Shares upon the termination of the Participant’s employment or other
service with the Company (and all of its Subsidiaries and
Affiliates).

       

      7. Rights of
Participants.  Nothing in this Agreement shall interfere with
or limit in any way the right of the Company or any of its Subsidiaries or
Affiliates to terminate the Participant’s employment or other service at any
time (with or without cause), nor confer upon the Participant any right to
continue in the employ of the Company or any of its Subsidiaries or Affiliates
for any period of time or to continue the Participant’s present (or any other)
rate of compensation. Nothing in this Agreement shall provide for any adjustment
to the number of Options granted hereunder upon the occurrence of subsequent
events except.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8. Subdivision or Combination of Common
Stock.  If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding Common Stock into a greater number of shares, the number of shares
of Common Stock for which this Option is exercisable shall immediately be
proportionately increased (and the Exercise Price proportionately decreased),
and if the Company at any time combines (by reverse stock split or otherwise)
one or more classes of its outstanding Common Stock into a smaller number of
shares, the number of shares of Common Stock for which this Option is
exercisable shall immediately be proportionately decreased (and the Exercise
Price proportionately increased).

       

      9. Withholding of
Taxes.  The Company shall be entitled, if necessary or
desirable, to withhold from any amounts due and payable by the Company or its
Subsidiaries or Affiliates to the Participant (or secure payment from the
Participant in lieu of withholding) the amount of any withholding or other tax
due with respect to the Option (including the Option Shares), and the Company
may defer the grant of the Option or the issuance of Common Stock thereunder
unless indemnified by the Participant to its satisfaction.

       

      10. Notices.  Any
notice required or permitted under this Agreement shall be in writing and shall
be either delivered by reputable overnight courier, personally delivered, or
mailed by first class mail, return receipt requested, to the Participant at the
address indicated in the Company’s records for such Participant, and to the
Company at the address below indicated:

       

      Notices to the
Company:

      


      Capital
City Energy Group, Inc.

      8351
North High Street, Suite 101

      Columbus,
OH 43235

      Attention:  Chief
Executive Officer

      


      With a copy
to:

      


      Kelley
Drye & Warren, LLP

      333 West
Wacker Drive, Suite 2600

      Chicago,
IL 60601

      Attention:  Timothy  R.
Lavender, Esq.

       

      or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party.  Any notice under this Agreement shall be deemed to have been
given when so delivered or mailed.

       

      11. General
Provisions.

       

      (a) Transfers in Violation of
Agreement.  Any transfer or attempted transfer of the Option or
the Option Shares in violation of any provision of this Agreement or the
Securities Holders Agreement shall be null and void and of no force and effect,
and the purported transferee shall have no rights or privileges in or with
respect to the Company.

       

      (b) Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.

       

      (c) Remedies.  Each
of the Company and the Participant will be entitled to enforce its rights under
this Agreement specifically to recover damages and costs (including reasonable
attorneys’ fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. Each of the Participant and the
Company acknowledges and agrees that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.

       

      (d) Complete
Agreement.  This Agreement and the other documents expressly
referred to herein and therein, including the Securities Holders Agreement,
embody the complete agreement and understanding among the parties and supersede
and preempt any prior understandings, agreements and representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.

       

      (e) Counterparts.  This
Agreement may be executed in separate counterparts, each of which is deemed to
be an original and all of which taken together constitute one and the same
agreement.

       

      (f) Successors and
Assigns.  Except as otherwise provided herein, this Agreement
shall bind and inure to the benefit of, and be enforceable by, the Participant
and the Company and their respective successors and assigns (including
subsequent holders of the Option or the Option Shares); provided, that the
rights and obligations of the Participant under this Agreement shall not be
assignable except in connection with a permitted transfer of the Option or the
Option Shares in accordance with this Agreement.

       

      
        
          
          

        

        
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      (g) Choice of
Law.  This Agreement shall be construed, interpreted and the
rights of the parties determined in accordance with the laws of the State of
Nevada (without reference to any choice of law rules that would require the
application of the laws of any other jurisdiction).  Each of the
Company and the Participant waives the necessity for personal service of any and
all process upon it and consents that all such service of process may be made by
registered or certified mail (return receipt requested), in each case directed
to such party in accordance with the notice requirements set forth in this
Agreement, and service so made will be deemed to be completed on the date of
actual receipt. Each of the Company and the Participant consents to service of
process as aforesaid.  Nothing in this Agreement will prohibit
personal service in lieu of the service by mail contemplated
herein.

       

      (h) Amendment and
Waiver.  The provisions of this Agreement may be amended by the
Company at any time; provided, that the Company may not change any term of this
Agreement in a manner which would have a material adverse effect on the
Participant without the Participant’s approval, unless such amendment is
required by applicable law or rule. Notwithstanding the foregoing, to the extent
any amendment to the Securities Holders Agreement affects the terms of this
Agreement, the Participant and any Permitted Transferee shall be deemed to have
consented to such amendment.

       

      12. Business Days.  If
any time period for giving notice or taking action hereunder expires on a day
which is a Saturday, Sunday or legal holiday in the state in which the Company’s
principal office is located, the time period shall be automatically extended to
the business day immediately following such Saturday, Sunday or
holiday.

       

       

       

      * * * * *
* * * * * * * * * *

       

       

      
 


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.

       

       

       

      CAPITAL
CITY ENERGY GROUP, INC.

      


      


      


      By: /s/ Timothy W. Crawford

      Name:
Timothy W. Crawford

      Title:
Chief Executive Officer

      


      


      PARTICIPANT

       

       

      /s/ Joseph
Sites

      Joseph
Sites, an individual

       

       

      
 


      
        
           


        

        
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