EX-10.4 5 f10q0915ex10iv_origincleari.htm NON-STATUTORY STOCK OPTION AGREEMENT DATED OCTOBER 6, 2015 ORIGINCLEAR, INC. EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT
Exhibit 10.4
ORIGINCLEAR, INC.
EMPLOYEE NONSTATUTORY STOCK OPTION AGREEMENT
This Employee Nonstatutory Stock Option Agreement ("Agreement") is made and entered into as of the date set forth below, by and between OriginClear, Inc., a Nevada corporation (the "Company"), and the employee of the Company or any subsidiary thereof ("Optionee") named in Section 1(b):
In consideration of the covenants herein set forth, the parties hereto agree as follows:
(a) | Date of Option: | October 6, 2015 | |||
(b) | Optionee: | Xxxx-Xxxxx Xxxxxxx | |||
(c) | Number of Shares: | 5,000,000 | |||
(d) | Exercise Price: | $0.0375 |
2. Acknowledgements.
(a) Optionee is an employee of the Company or subsidiary of the Company.
(b) The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) of the Company have heretofore adopted a 2015 Equity Incentive Plan (the "Plan"), pursuant to which this Option is being granted.
(c) The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) thereunder.
For the purposes hereof, the following terms shall bear the following meanings ascribed to them:
“OriginClear Technologies Revenue” shall mean any revenue derived on or after the Grant Date from activities of the OriginClear Technologies Division (as defined below) developed and materially contributed to on or after the Grant Date, as shall be determined in the sole discretion of the Company; provided that (i) any such revenue from a subsidiary of the Company shall only be counted to the same extent that such revenue is attributable to the OriginClear Technologies Division, as determined in the sole discretion of the Company, and (ii) any such revenue shall be calculated in accordance with GAAP.
“OriginClear Technologies Profit” shall mean any OriginClear Technologies Revenue less all costs directly attributable to OriginClear Technologies Revenue, as determined in the sole discretion of the Company.
“OriginClear Technologies Division” means the Company’s technology business unit or division relating to the Company’s Electro Water Separation technology and any new technology developed on or after the Grant Date by the Company’s technology team, as determined in the sole discretion of the Company.
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12. Investment Intent; Restrictions on Transfer.
(a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.
(b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.
(c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. |
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED 10/06/15 BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. |
and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company's transfer agent.
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(d) For the purpose of any transfer of any Shares represented by this Option under Rule 144 promulgated under the Securities Act (and for that purpose only), the Optionee shall be considered an affiliate of the Company, regardless of whether the Optionee is an affiliate of the Company as such term affiliate is defined in Rule 144, and shall be subject to the same limitations on the amount that can be sold pursuant to Rule 144(e) or any successor rule.
13. Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company's securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering.
15. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts located in the State of Nevada.
[SIGNATURE PAGE FOLLOWS]
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In Witness Whereof, the parties hereto have executed this Option as of the date first above written.
COMPANY: | OriginClear, Inc. | |
By: | ||
Name: X. Xxxxx Xxxxxxxxxx | ||
Title:President & CEO | ||
OPTIONEE: | By: | |
(signature) | ||
Name:Xxxx-Xxxxx Xxxxxxx |
(one of the following, as appropriate, shall be signed)
I certify that as of the date hereof I am unmarried | By his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT
| |
Optionee | Spouse of Optionee |
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Appendix A
NOTICE OF EXERCISE
ORIGINCLEAR, INC.
_________________
_________________
_________________
Re: Nonstatutory Stock Option
Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement:
Nonstatutory Stock Option Agreement dated: ____________
Number of shares being purchased: ____________
Exercise Price: $____________
A check in the amount of the aggregate price of the shares being purchased is attached.
I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two years from the date of grant of the Option.
I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.
I agree to provide to the Company such additional documents or information as may be required pursuant to the 2015 Equity Incentive Plan.
By: | ||
(signature) | ||
Name: | ||
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