TurkPower Corporation 2011 Omnibus Equity Incentive Plan Director Stock Option Award Agreement (Founders)

1)

Grant.  The Company hereby grants to the Participant [____] Nonqualified Stock Options (the “Options”), subject to the terms and conditions set forth in this Award Agreement.  The exercise price per share subject to the Options shall be $[____].

2)

Vesting.  The Options shall vest in five (5) substantially equal installments on each of the first five (5) anniversaries of the Date of Grant, subject to the Participant’s continued service with the Company on each applicable vesting date.

3)

Exercisability.  Subject to Section 2 above, the Options shall become exercisable as of the earlier to occur of (i) the date on which the Company’s market capitalization reaches at least $150,000,000 and (ii) the date of which the Company’s annual earnings before interest, taxes, depreciation, and amortization reaches at least $7,500,000, in each case, as determined by the Committee in its sole discretion.

4)

Change in Control.  Notwithstanding anything in Section 2 and Section 3 above to the contrary, upon the occurrence of a Change in Control, the Options shall become immediately vested and exercisability as of the date of such Change in Control.

5)

Termination of Service.  Notwithstanding anything herein or in the Plan to the contrary:

 

a)

In the event of a termination of a Participant’s service with the Company for any reason, unless otherwise determined by the Committee, all unvested Stock Options held by such Participant shall terminate and be immediately forfeited without consideration;

 

b)

In the event of the termination of a Participant’s service with the Company for Cause, all Stock Options held by such Participant, whether or not vested, shall terminate and be immediately forfeited without consideration;

 

c)

In the event of the termination of a Participant’s service with the Company due to the Participant’s death or termination by the Company due to Disability, such Participant’s vested Stock Options shall remain exercisable until the earlier of (i) the first anniversary of the date of such termination and (ii) the date the Stock Options would ordinarily expire by their terms;

 

d)

In the event of the termination of a Participant’s service with the Company for any reason not specified above, such Participant’s vested Stock Options shall remain exercisable until the earlier of (i) the date that is ninety (90) days following the date of such termination and (ii) the date the Stock Options would ordinarily expire by their terms.

6)

Nonqualified Stock Options.  The Options granted hereunder are [not] intended to be “incentive stock options” within the meaning of Section 422 of the Code.

7)

Options Subject to the Plan.  The Options granted to the Participant hereunder shall be subject to all the terms and conditions of the Plan; provided, that in the event of any inconsistency between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of this Award Agreement shall control and govern.

8)

No Right to Continued Service.  Neither the Plan nor this Award Agreement shall be construed as giving the Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving the Participant any rights to continued service on the Board, as applicable.

9)

Tax Withholding.  The Participant shall be required to pay to the Company and the Company shall have the right and is hereby authorized to withhold from any Common Shares deliverable under this Award Agreement any required withholding taxes in respect of the Options.

10)

Governing Law.  This Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

Name:

Title:

PARTICIPANT