EXHIBIT 4.4
INCENTIVE STOCK OPTION AGREEMENT
PARTICIPANT: (First Name) (Middle Name) (Last Name)
DATE OF XXXXX:
AGREEMENT between Xxxxx'x Liquid Gold-Inc. (the "Company"),
and the above named Participant ("Participant"), an employee of
the Company or a Subsidiary thereof.
The Company and Participant agree as follows:
1. Grant of Option.
Participant 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. 2005 Incentive Stock 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.
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 9 or 10 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 6.3 of the Plan.
6. Time of Exercise.
The Option granted hereby shall become vested in and
exercisable by Participant in the installments, on the dates and
subject to the conditions set forth in Schedule 6 to this Agreement;
provided, however, that Participant must have been in Continuous
Service 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 Participant other than by
Will or the laws of descent and distribution, and the Option shall
be exercisable during Participant's lifetime only by Participant.
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.
Participant shall reimburse the Company, in cash or by
personal check to the order of the Company, 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 Participant is employed shall have the right
to deduct from any salary or other payments to be made to
Participant 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 Participant 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 Participant 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.
Participant 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 Board
of Directors may modify 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 Participant.
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 Board of Directors, 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, Participant 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 Participant have executed this Agreement on
__________, effective as of the date of grant.
XXXXX'X LIQUID GOLD-INC.
By: __________________________
(Signed By)
PARTICIPANT
________________________________
(First Name) (Middle Name) (Last Name)
SCHEDULES TO INCENTIVE STOCK OPTION AGREEMENT
Schedule
3A Number of Shares of Stock: (Shares)
3B Purchase Price per Share: (Price)
4 Expiration Date:
6 Vesting Schedule: (date of grant)
7 Additional Conditions to Vesting: Notwithstanding the
foregoing, no portion of the Option shall be vested and
exercisable until the following conditions have been
satisfied:
_________________________________________________________
_________________________________________________________
(First Name) (Middle Name) (Last Name)
(Address)
(CityStateZip)