FORMOF OPTION COMMITMENT

 

Exhibit  10.6.1

 

 

Notice is hereby given that, effective this · day of ·, 200· (the “Effective Date”) Storm Cat Energy Corporation (the “Company”) has granted to · (the “Service Provider”), an Option to acquire · Common Shares (“Optioned’ Shares”) up to 5:00 p.m. Vancouver Time on the · day of ·, 200· (the “Expiry Date”) at an Exercise Price of CDN$· per share.

 

At the date of grant of the Option, the [Company’s Common Shares are listed for trading on the TSX Venture and the Company is classified as a Tier · Issuer / Company’s Common Shares are listed for trading on the TSX].

 

Optioned Shares will vest and may be exercised as follows:

 

·       in accordance with the vesting provisions set out in Schedule B of the Plan

 

or

 

·       as follows:  ·

 

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Company’s Amended & Restated Share Option Plan (the “Plan”) dated for reference June 27, 2006, the terms and conditions of which are hereby incorporated herein. The Company will provide you with a copy of the Plan upon your request.

 

To exercise your Option, deliver a written notice specifying the number of Optioned Shares you wish to acquire, together with cash or a certified cheque payable to the Company for the aggregate Exercise Price, to the Company. A certificate for the Optioned Shares so acquired will be issued by the Company’s transfer agent as soon as practicable thereafter and will bear a minimum four month non-transferability legend from the date of this Option Commitment. [Tier 1 Issuers on the TSX Venture and companies listed on the TSX may grant stock options without a hold period, provided the exercise price of the options has been set at or above the market price of the Company’s shares on such stock exchange rather than below.]

 

The Company and the Service Provider represent that the Service Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/ CONSULTANT/MANAGEMENT COMPANY EMPLOYEE] · of the Company, entitled to receive Options under Exchange Policies (as such term is defined in the Plan).

 

 

Authorized Signatory