U.S. ENERGY SYSTEMS, INC.
STOCK OPTION AGREEMENT
Name of Optionee: Lawrence I. Schneider
Date of Grant: May 10, 2000
Number of Shares Subject to Option: 750,000
Exercise Price Per Share: $3.00
Type of Option: Non-qualified Stock Option
Expiration Date: May 9, 2010 (subject to earlier termination)
Section 1. Grant of Option. U.S. Energy Systems, Inc. (the "Company")
hereby grants to the Optionee identified above (the
"Optionee") an option (the "Option") to purchase up to the
number of shares of the Company's Common Stock, $0.01 par
value per share set forth above (the "Shares"), at an exercise
price per share equal to the exercise price set forth above
(the "Exercise Price"). The Option shall be subject to the
terms and conditions set forth herein. The Option is not
intended to qualify as an ISO. The Option was issued pursuant
to the (a) Company's 2000 Executive Incentive Compensation
Plan (the "Plan") and (b) employment agreement dated as of May
10, 2000 between the Company and the Optionee (the "Employment
Agreement"), both of which are incorporated herein for all
purposes. The Optionee hereby acknowledges receipt of a copy
of the Plan and Employment Agreement and agrees to be bound by
all of the terms and conditions hereof and thereof. In the
event of any inconsistency between the Employment Agreement on
the one hand and the Plan or this Stock Option Agreement on
the other hand, the Employment Agreement shall govern. In the
event of any inconsistency between the Plan and this Stock
Option Agreement, the Plan shall govern.
Section 2. Definitions. Unless otherwise provided herein, terms used
herein that are defined in the Plan or the Employment
Agreement and not defined herein shall have the meanings
attributed thereto in the Plan or the Employment Agreement, as
the case may be.
Section 3. Exercise Schedule. Except as otherwise provided in this Stock
Option Agreement,
<PAGE>
the Employment Agreement, or the Plan, the Option shall be
exercisable in whole or in part as and when it vests. The
Option shall vest with respect to 187,500 Shares on the day
the Plan and the Option (if the Option becomes a Voted Matter
as defined in Section 3(d) of the Employment Agreement) has
been approved by a Majority of the Shareholders. Commencing
one year from the date of grant set forth above, the remainder
of the Option shall vest in three cumulative annual increments
of 187,500 Shares each. The term "exercise" or "exercisable"
as used herein shall include the conversion of the Option in
the manner contemplated by Section 12 hereof.
Notwithstanding anything to the contrary herein, the Plan or
the Employment Agreement, the Option shall not vest until the
Plan shall have been approved by a Majority of the
Shareholders by November 15, 2000 provided that if the Stock
Option becomes a Voted Matter as defined in Section 3(d) of
the Employment Agreement the Option shall not vest until the
Option and the Plan shall have been approved by a Majority
of the Shareholders by November 15, 2000.
Section 4. Method of Exercise. The Option shall be exercisable in whole
or in part by written notice which shall state the election to
exercise the Option, the number of Shares in respect of which
the Option is being exercised, and such other representations
and agreements as to the holder's investment intent with
respect to such Shares as may be required by the Company
pursuant to the provisions of the Plan. Such written notice
shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company.
The written notice shall be accompanied by payment of the
exercise price in the manner contemplated by Section 5 hereof.
This Option shall be deemed to be exercised after both (a)
receipt by the Company of such written notice accompanied by
the exercise price and the Option and (b) arrangements that
are reasonably satisfactory to the Committee have been made
for Optionee's payment to the Company of the amount that is
necessary to be withheld in accordance with applicable Federal
or state withholding requirements. The Company and the
Optionee shall work cooperatively, expeditiously and in good
faith to make such withholding arrangements. No Shares will
be issued pursuant to the Option unless and until such
issuance and such exercise shall comply with all relevant
provisions of applicable law, including the requirements of
any stock exchange (including any automated system of
quotation) upon which the Shares then may be traded or quoted.
Section 5. Method of Payment. Payment of the exercise price shall be
by any of the following, or a combination thereof, at the
election of the Optionee: (a) cash; (b) check; (c) with Shares
that have been held by the Optionee for at least 6 months (or
such other Shares as the Company determines will not cause the
Company to realize a financial account charge); (d) as
provided in Section 12 of this Stock
<PAGE>
Option Agreement; or (e) such other consideration or in such
other manner as may be determined by the Board or the
Committee in its absolute discretion.
Section 6. Termination of Option. Subject to earlier termination as
provided in this Section 6, the Option shall terminate on, and
in no event shall the Option be exercisable after, May 9,
2010. The Option shall terminate and expire on November 16,
2000 unless the Plan has been approved by a Majority of the
Shareholders by November 15, 2000 provided that if the Option
becomes Voted Matter as defined in Section 3(d) of the
Employment Agreement the Option shall expire on November 16,
2000 unless the Plan and the Option are approved by a Majority
of the Shareholders by November 15, 2000. Any unexercised
portion of the Option shall automatically and without notice
terminate and become null and void on the terms and conditions
and at the time(s) set forth in the Employment Agreement.
Section 7. Transferability. The Option is not transferable otherwise
than by will or the laws of descent and distribution, and
during the lifetime of the Optionee the Option shall be
exercisable only by the Optionee. The terms of this Option
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
Section 8. No Rights of Stockholder Nor Rights to Continued Employment.
Neither the Optionee nor any personal representative (or
beneficiary) shall be, or shall have any of the rights and
privileges of, a stockholder of the Company with respect to
any shares of Stock purchasable or issuable upon the exercise
of the Option, in whole or in part, prior to the date the
Option is deemed to have been exercised. Notwithstanding
Section 1 of this Stock Option Agreement, neither the Option
nor this Stock Option Agreement shall confer upon the Optionee
any right to continued employment or service with the Company.
Section 9. Inapplicability of Section 9 of the Plan. The provisions of
Section 9 of the Plan shall not be applicable to this Option.
Section 10. Law Governing. This Agreement shall be governed in accordance
with and governed by the internal laws of the State of
Delaware.
Section 11. Notices. Any notice under this Agreement shall be in writing
and shall be given in the manner specified in Section 13 of
the Employment Agreement.
Section 12. Conversion. (a) In lieu of exercise of any portion of the
Option as provided herein, and the payment of the exercise
price therefor in the manner contemplated by Sections 5(a),
5(b), 5(c) and 5(e) hereof, the Option (or any portion
thereof) may, at the election of the Optionee, be converted
into the nearest whole number of Shares determined pursuant to
the following formula:
<PAGE>
Number of Shares = NOS multiplied by (MVPS minus EP)
--------------
( MVPS )
where:
NOS is the number of Options to be exercised;
MVPS is the Market Value Per Share on the date of
exercise, which shall be determined in the manner set
forth in Section 12(c); and
EP is the Exercise Price in effect on the business
day next preceding the date of exercise.
(b) Notwithstanding anything to the contrary herein, the
conversion privilege afforded under this Section 12 may only
be used if, at the date of exercise, the Market Value Per
Share is greater than the Exercise Price then in effect.
(c) For purposes of the Option and this Stock Option
Agreement, Market Value Per Share shall be the closing price
of a Share as of the day in question, as reported with respect
to the principal market or quotation system in which Shares
are then traded or quoted, or, if no such closing prices are
reported, on the basis of the closing bid price as of the day
in question on the principal market or quotation system on
which Shares are then traded or quoted, or, if not so traded
or quoted, as furnished by a professional securities dealer
making a market in such stock selected by the Committee.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 10,
2000.
COMPANY:
U.S. ENERGY SYSTEMS, INC.
By: /s/Goran Mornhed
---------------------------
Goran Mornhed, President
Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option, and fully
understands all provisions of the Option.
Dated: May 10, 2000 OPTIONEE:
/s/ Lawrence I. Schneider
---------------------------------
Lawrence I. Schneider
