Exhibit 10.1


 


WHITTIER
ENERGY CORPORATION 2004 LONG-TERM INCENTIVE PLAN


 


SUMMARY OF STOCK OPTION GRANT


 


You, as the Optionee named below, have been granted the following
option (the “Option”) to purchase shares of the Common Stock, par value $0.001
per share (“Common Stock”), of Whittier Energy Corporation, a Nevada
corporation (“Whittier”), on the terms and conditions set forth below and in
accordance with the Stock Option Award Agreement (the “Agreement”) to which
this Summary of Stock Option Grant is attached and the Whittier Energy
Corporation 2004 Long-Term Incentive Plan (the “Plan”):


 




	
  Optionee
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Option Shares Granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type
  of Option:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Effective
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
   

  






 


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                You, by your signature as
Optionee below, acknowledge that you (i) have reviewed the Agreement and the
Plan in their entirety and have had the opportunity to obtain the advice of
counsel prior to executing this Summary of Stock Option Grant, (ii) understand
that the Option is granted under and governed by the terms and provisions of
the Agreement and the Plan, and (iii) agree to accept as binding all of the
determinations and interpretations made by the Board or the Committee with
respect to matters arising under or relating to the Option, the Agreement and
the Plan.


 


	
  OPTIONEE:

  	
   

  	
  WHITTIER
  ENERGY CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  (Signature
  of Optionee)

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address
  of Optionee:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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WHITTIER
ENERGY CORPORATION


 


STOCK
OPTION AWARD AGREEMENT


 


THIS AGREEMENT is made as of the Effective Date (as set forth on the
Summary of Stock Option Grant) between Whittier Energy Corporation, a Nevada
corporation (“Whittier”), and Optionee pursuant to the Whittier Energy
Corporation 2004 Long-Term Incentive Plan (the “Plan”).


 


WHEREAS, the Board of Directors of Whittier (the “Board”) or a
Committee designated by the Board has authority to grant Options under the Plan
to employees, outside directors and consultants of Whittier and its Affiliates;
and


 


WHEREAS, the Board or the Committee, as appropriate, has determined to
award Optionee the Option described in this Agreement;


 


NOW, THEREFORE, Whittier and Optionee agree as follows:


 


1.             Effect of Plan
and Authority of Board or Committee. 
This Agreement and the Option granted hereunder are subject to the Plan,
which is incorporated herein by reference. 
The Board or the Committee is authorized to make all determinations and
interpretations with respect to matters arising under or relating to the Plan,
this Agreement and the Option granted hereunder.  Capitalized terms used and not otherwise
defined herein have the respective meanings given them in the Plan or in the
Summary of Stock Option Grant, which is attached hereto and incorporated herein
by this reference for all purposes.


 


2.             Grant of Option.  On the terms and conditions set forth in this
Agreement, the Summary of Stock Option Grant and the Plan, as of the Effective
Date, Whittier hereby grants to Optionee the option to purchase the number of
shares of Common Stock set forth on the Summary of Stock Option Grant at the
Exercise Price per share set forth on the Summary of Stock Option Grant (the “Option”).  This Option is a nonqualified stock option
and shall not be considered or construed to be an incentive stock option within
the meaning of Section 422(b) of the Code.


 


3.             Exercisability.  This Option may be exercised in installments
on the vesting dates in the Vesting Schedule set forth on the Summary of Stock
Option Grant.  Each installment shall be
exercisable, as to all or part of the shares covered by the installment, at any
time or times on or after the respective vesting date for such installment and
until the expiration or termination of the Option.


 


4.             Term.


 


(a)           Term of Option.  This Option may not be exercised after the
expiration of five years from the Effective Date.


 


(b)           Early Termination.  Except as provided below, this Option may not
be exercised unless Optionee shall have been in the continuous employ or
service of Whittier or an Affiliate from the Effective Date to the date of
exercise of the Option. This Option may be exercised after the date of Optionee’s
termination of employment or service with Whittier or an Affiliate only in
accordance with the following:


 


(i)            In the event of
Optionee’s termination of employment or service on account of retirement on or
after attaining age sixty-five (65), this Option shall continue 





















 


to vest for one year following the date of such retirement, and may be
exercised, to the extent vested, until the expiration of the Option term
specified in Section 4(a) above.


 


(ii)           In the event of
Optionee’s termination of employment or service on account of death or
permanent or total disability (within the meaning of Section 22(e)(3) of the
Code), this Option may be exercised, to the extent then vested, until the
earlier of (A) the expiration of one year from the date of such termination of
employment or service, or (B) the expiration of the Option term specified in
Section 4(a) above.


 


(iii)          In the event of
Optionee’s termination of employment or service for any reason other than the
reasons set forth in subparagraphs (i), (ii) and (iv) of this Section 4(b),
this Option may be exercised, to the extent then vested, until the earlier of
(A) the expiration of three months from the date of such termination of
employment or service, or (B) the expiration of the Option term specified in
Section 4(a) above.


 


(iv)          Notwithstanding
subparagraphs (i), (ii) and (iii) above, if Optionee’s termination of
employment or service was on account of Cause (as defined in the Plan), this
Option shall be immediately forfeited to Whittier and no additional exercise
period shall be allowed, regardless of the vested status of the Option, unless
otherwise determined by the Board in its absolute discretion.


 


5.             Manner of
Exercise and Payment.  This Option
shall be exercised by the delivery of a written notice of exercise setting
forth the number of shares of Common Stock with respect to which the Option is
to be exercised and accompanied by full payment for such shares. The purchase
price for such shares shall be paid to Whittier (i) in cash or an equivalent
acceptable to the Board or the Committee, or (ii) by tendering previously
acquired nonforfeitable, unrestricted shares of Common Stock that have been
held by Optionee for at least six months and that have an aggregate Fair Market
Value (as defined in the Plan) at the time of exercise equal to the total
exercise price for such shares, or (iii) in a combination of the forms of
payment specified in clauses (i) and (ii) of this sentence.


 


6.             Withholding Tax.  Promptly after demand by Whittier, and at its
direction, Optionee shall pay to Whittier or the appropriate Affiliate an
amount equal to the applicable withholding taxes due in connection with the
exercise of the Option.  Pursuant to
Section 14.5 of the Plan, such withholding taxes may be paid in cash or,
subject to the further provisions of this Section 6 of this Agreement, in
whole or in part, by having Whittier withhold from the shares of Common Stock
otherwise issuable upon exercise of the Option a number of shares of Common
Stock having a value equal to the amount of such withholding taxes or by
delivering to Whittier or the appropriate Affiliate a number of issued and
outstanding shares of Common Stock (excluding restricted shares still subject
to a risk of forfeiture) having a value equal to the amount of such withholding
taxes.  The value of any shares of Common
Stock so withheld by or delivered to Whittier or the appropriate Affiliate
shall be based on the Fair Market Value (as defined in the Plan) of such shares
on the date on which the tax withholding is to be made.  Optionee shall pay to Whittier or the
appropriate Affiliate in cash the amount, if any, by which the amount of such
withholding taxes exceeds the value of the shares of Common Stock so withheld
or delivered.  An election by Optionee to
have shares withheld or to deliver shares to pay withholding taxes (an “Election”)
must be made at or prior to the time of exercise of the Option.  All Elections shall be made in the same
manner as is required for the exercise of the Option and shall be made on a
form approved by Whittier.


 


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7.             Delivery of
Shares.  Delivery of the certificates
representing the shares of Common Stock purchased upon exercise of this Option
shall be made promptly after receipt of notice of exercise and full payment of
the exercise price and any required withholding taxes.  If Whittier so elects, its obligation to
deliver shares of Common Stock upon the exercise of this Option shall be
conditioned upon its receipt from the person exercising this Option of an
executed investment letter, in form and content satisfactory to Whittier and
its legal counsel, evidencing the investment intent of such person and such
other matters as Whittier may reasonably require.  If Whittier so elects, the certificate or
certificates representing the shares of Common Stock issued upon exercise of
this Option may include any legend which Whittier and its legal counsel deem to
be appropriate to reflect any restrictions on transfer.


 


8.             Nonassignability.  The Option granted hereunder may not be sold,
transferred, pledged, exchanged, hypothecated or otherwise disposed of, other
than by will or pursuant to the applicable laws of descent and distribution.  In the case of the death of Optionee or other
person entitled to exercise the Option, Whittier may require, as a condition to
the transfer of the Option by will or pursuant to the laws of descent and
distribution or the exercise thereof, that the person entitled to exercise the
Option execute and deliver to Whittier such instruments and documents as may be
reasonably requested by Whittier to evidence and confirm such person’s right
and title to the Option.


 


9.             Notices.  All notices between the parties hereto shall
be in writing.  Notices to Optionee shall
be given to Optionee’s address as contained in Whittier’s records.  Notices to Whittier shall be addressed to
LTIP Administrator at the principal executive offices of Whittier as set forth
in Section 14.7 of the Plan.


 


10.           Relationship With
Contract of Employment or Other Contract Services.


 


(a)           The grant of an
Option does not form part of Optionee’s entitlement to remuneration or benefit
pursuant to his contract of employment, if any, nor does the existence of a
contract of employment between any person and Whittier or an Affiliate give
such person any right or entitlement to have an Option granted to him or any
expectation that an Option might be granted to him whether subject to any
conditions or at all.


 


(b)           The rights and
obligations of Optionee under the terms of his contract of employment or other
contract or agreement for services with Whittier or an Affiliate, if any, shall
not be affected by the grant of an Option.


 


(c)           The rights granted
to Optionee upon the grant of an Option shall not afford Optionee any rights or
additional rights to compensation or damages in consequence of the loss or
termination of his office, employment or service with Whittier or an Affiliate
for any reason whatsoever.


 


(d)           Optionee shall not
be entitled to any compensation or damages for any loss or potential loss which
he may suffer by reason of being or becoming unable to exercise an Option in
consequence of the loss or termination of his office, employment or service
with Whittier or an Affiliate for any reason (including, without
limitation, any breach of contract by Whittier or an Affiliate) or in any other
circumstances whatsoever.


 


11.           Governing Law.
This Agreement shall be governed by and construed in accordance with the
internal laws (and not the principles relating to conflicts of laws) of the
State of Texas, except as superseded by applicable federal law.


 


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