Stock Option Agreement
EXHIBIT
4(b)
Introduction.
Agreement made _________, between Flexible Solutions International Inc., with
offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (the
“Company”), and _____________ (“Grantee”).
| 1. |
Grant
of Option.
The Company grants to Grantee the Option of purchasing shares of
the
Company’s common stock (the “Shares”) in the amounts, at the price, and
subject to all the terms and conditions set out in this
agreement.
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| 2. |
Grant
Date of Option.
The grant date of this option is
_________.
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| 3. |
Total
Number of Shares Available.
The total number of Shares that may be purchased by Grantee pursuant
to
this Agreement is ____________, as set forth in Paragraph
5.
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| 4. |
Options
Price.
The price at which Grantee may buy the Shares is ___________ per
Share.
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| 5. |
When
Option Exercisable: Vesting.
Grantee may exercise the option rights at any time after the grant
date
but not later than five years from the grant date, subject to the
following vesting requirements: _____ shares vest on the following
date;
_________.
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| 6. |
Option
Not Exercisable if Grantee in Default.
The option rights granted by this Agreement may not be exercised
if
Grantee is in default of any obligations owed the Company, whether
by
operation of law or pursuant to
contract.
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| 7. |
Option
Not Transferable.
Grantee’s option rights may be exercised only by the Grantee or Grantee’s
personal representative during Grantee’s lifetime and are not transferable
except by will or by the laws of descent and distribution should
Grantee
die intestate. The option rights may not be sold, assigned, pledged,
or
hypothecated, and any attempt to do so shall be void. The option
rights
are not subject to levy, attachment, or other process of law, and
any
attempt to levy, attach, or otherwise transfer the option rights
or place
liens upon them shall be void.
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| 8. |
Termination
of the Option.
Except as otherwise provided herein, this Agreement shall expire
________
years from the date of grant (the “Option Period”); provided, however,
that this agreement will terminate upon the earlier of: (i) ____
days
after the date that the Grantee ceases to be an employee, consultant,
officer, or director of the Company; (ii) twelve months after the
date
that the Grantee ceases to be an employee, consultant, officer, or
director of the Company by reason of the Grantee’s death or (iii)
immediately that the employee, officer, director or consultant is
terminated with cause .
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| 9. |
The
Company’s Merger, Reorganization, Etc.
If, during the option period but before Grantee has exercised all
of the
option rights with regard to the total number of Shares available
for
purchase by Grantee, the Sharers of the Company’s common stock are changed
into or exchanged for a different number or different kind of shares
or
other securities, either the Company’s or those of another company, this
Agreement shall remain in force. However, there shall be substituted
for
each of the Shares
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the number and kind of shares
or other
securities for which each Share of the Company’s common stock was
exchanged or into which each Share was changed. The shares or securities
substituted for each Share of the Company’s common stock may be purchased
by Grantee under this Agreement for a price appropriately adjusted
for the
substituted securities.
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| 10. |
Declaration
of Stock Dividends.
If
the Company issues a common stock dividend on the Company’s common stock,
the number of Shares that may be purchased by Grantee thereafter
shall be
adjusted as follows: To each of the unpurchased Shares, there shall
be
added the number of Shares issued as a dividend on each Share of
outstanding common stock; each of the Shares together with the additional
Shares applicable to that Share shall be bought as one unit for the
price
set out for each of the Shares in Paragraph
5.
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| 11. |
Other
Changes in the Company’s Stock.
If
there area any changes in the number or kind of Shares outstanding
that
affect the Company’s common stock or the stock or other securities into
which the Company’s common stock has been changed, other than those
described in Paragraphs 10 and 11, a majority of the Company’s Board of
Directors may make such changes in the Shares available for purchase
under
this Agreement as the Board of Directors deems appropriate. Any adjustment
in the Shares available for purchase made in accordance with this
Paragraph shall be binding upon
Grantee.
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| 12. |
The
Company’s Liquidation, Dissolution, Etc.
If
the Company liquidates or dissolves or enters into a merger or
consolidation in which the Company is not the surviving company,
the
Company shall give Grantee at least one month’s notice prior to the
liquidation, dissolution, merger, or consolidation. Grantee shall
have the
right to exercise this Option in full, to the extent that is had
not been
previously exercised, within the one-month period. To the extent
that
Grantee’s option rights have not been exercised on the effective date of
the liquidation, dissolution, merger, or consolidation, they shall
terminate.
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| 13. |
Manner
in Which Option Is Exercised During Grantee’s
Lifetime.
Any of Grantee’s option rights may be exercised by Grantee or Grantee’s
personal representative during Grantee’s lifetime by written notice
addressed to the Company’s corporate Secretary, signed by Grantee or
Grantee’s personal representative. The notice shall state the number of
Shares to be purchased and shall be accompanied by a certified check
payable to the Company for the purchase price of Shares purchased.
Immediately following payment of the check, the Company shall issue
a
certificate or certificates for the Shares purchased in Grantee’s or
Grantee’s personal representative’s name and deliver it or them to the
person who signed the notice.
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3.
| 14. |
Manner
in Which Option Is Exercised After Grantee’s
Death.
If
Grantee has not fully exercised the option rights before Grantee’s death,
then the persons designated by Grantee in writing on file with the
Company
or, if no such persons have been designated, Grantee’s executor or
administrator, may exercise any of Grantee’s option rights during the
option period. The rights shall be exercised in the same manner as
provided in Paragraph 14 except that the person entitled to exercise
the
rights shall be substituted for Grantee or Grantee’s personal
representative.
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15.
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Violation
of Law.
The Option granted by this Agreement may not be exercised if its
exercise
would violate any applicable state securities law, any registration
under
or any requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules of an exchange
on
which the Shares are traded, any other federal law, or any law of
applicable state securities laws.
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| 16. |
Unregistered
Stock.
If a registration statement for the Shares is not in effect or if
Grantee’s attorneys require a writing from Grantee to avoid violation of
the Securities Act of 1933, as amended, the Company may require a
written
commitment form the person exercising the Option before delivery
of the
certificate or certificates for the Shares. The Commitment shall
be in a
form prescribed by the Company. It will state that it is the intent
of the
person exercising the Option to acquire the Shares for investment
only and
not the intent of transferring or reselling them; that the person
exercising the Option has been told that the Shares may be “restricted
shares” pursuant to Rule 144 of the Securities and Exchange Commission and
that any resale, transfer, or other distribution of the Shares may
only be
made on conformity with Rule 144, the Securities Act of 1933, as
amended,
or any other federal statute, rule or regulation. The Company may
place a
legend on the face of the certificate or certificates in accordance
with
this Commitment and may refuse to permit transfer of the Shares unless
it
receives satisfactory evidence that the transfer will not violate
Rule
144, the Securities Act of 1933, as amended, or any other federal
statute,
rule, or regulation.
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Grantee
______________________
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__________________________
Xxx
X’Xxxxx, CEO
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Flexible
Solutions Form of Stock Option Agree 12-06
