EXHIBIT 4.5
INCENTIVE STOCK OPTION AGREEMENT
OPTIONEE:
DATE OF GRANT:
AGREEMENT between Xxxxx'x Liquid Gold-Inc. (the "Company"), and the above
named Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option.
Optionee is hereby granted an Incentive Stock Option, within the meaning of
Section 422 of the Code (the "Option"), to purchase Common Stock of the Company
pursuant to the Xxxxx'x Liquid Gold-Inc. 1997 Stock Option Plan (the "Plan").
The Option and this Agreement are subject to and shall be construed in
accordance with the terms and conditions of the Plan, as now or hereinafter in
effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
The date of the grant of the Option is the date first set
forth above, the date of the action by the Committee which administers the Plan
(the "Committee") in granting the same.
3. Number and Price of Shares.
The number of shares as to which the Option is granted is
the number set forth in Schedule 3A to this Agreement. The purchase price per
share is the amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
Unless sooner terminated as provided in Section 5.4 or
Section 9 of the Plan, the Option shall expire and terminate on the date set
forth in Schedule 4 to this Agreement, and in no event shall the Option be
exercisable after that date.
5. Manner of Exercise.
Except as provided in this Agreement, the Option shall be
exercisable, in whole or in part, from time to time, in the manner provided in
Section 8 of the Plan.
6. Time of Exercise.
The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from
the date of grant of the Option until the date specified on Schedule 6 or until
the conditions specified on Schedule 6 have been satisfied.
7. Nontransferability of Option.
The Option is not transferable by Optionee other than by
Will or the laws of descent and distribution, and the Option shall be
exercisable during Optionee's lifetime only by Optionee. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option
contrary to the provisions hereof, or upon the levy of any attachment or similar
process upon the Option, the Option shall immediately become null and void.
8. Withholding for Taxes.
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or any disqualifying
disposition of the Common Stock acquired upon exercise of the Option. The
Company or the Subsidiary by whom Optionee is employed shall have the right to
deduct from any salary or other payments to be made to Optionee any federal,
state or local taxes required by law to be so withheld. The Company's
obligation to deliver a certificate representing the Common Stock acquired upon
exercise of the Option is subject to the payment by Optionee of any applicable
federal, state and local withholding tax.
9. Legends.
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.
10. Employee Benefits.
Optionee agrees that the grant and vesting of the Option and the receipt of
shares of Common Stock upon exercise of the Option will constitute special
incentive compensation that will not be taken into account as "salary" or
"compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company or
any Subsidiary.
11. Amendment.
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option, or accept the surrender of the Option to the extent
not theretofore exercised and authorize the granting of new Options in
substitution therefor, except that no such action shall diminish or impair the
rights under the Option without the consent of the Optionee.
12. Interpretation.
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this
Agreement shall be made by the Committee, and all such interpretations,
constructions and determinations shall be final and conclusive as to all
parties.
13. Receipt of Plan.
By entering into this Agreement, Optionee acknowledges: (i) that he or she
has received and read a copy of the Plan; and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.
14. Governing Law.
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
15. Miscellaneous.
This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the
parties with respect hereto. If any provision of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. All notices or other communications
which are required to be given or may be given to either party pursuant to the
terms of this Agreement shall be in writing and shall be delivered personally or
by registered or certified mail, postage prepaid, to the address of the parties
as set forth following the signature of such party. Notice shall be deemed given
on the date of delivery in the case of personal delivery or on the delivery or
refusal date as specified on the return receipt in the case of registered or
certified mail. Either party may change its address for such communications by
giving notice thereof to the other party in conformity with this Section 15.
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on _____________, effective as of the
date of grant.
XXXXX'X LIQUID GOLD-INC.
By:
Title:
OPTIONEE
Address:
SCHEDULES
to
INCENTIVE STOCK OPTION AGREEMENT
Schedule
3A Number of Shares of Stock:
3B Purchase Price per Share:
4 Expiration Date:
6 Vesting Schedule:
Number of Shares
Date Which Become Exercisable
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:
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