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Exhibit 10.19
ECOLOGY COATINGS, INC.
2007 STOCK OPTION AND RESTRICTED STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan
shall have
the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
Optionee's Name and Address:
You have been granted an option to purchase Common Stock of the
Company,
subject to the terms and conditions of the Plan and this Option
Agreement, as
follows:
Date of Grant: __________
Exercise Price per Share: __________
Total Number of Shares Granted: __________
Total Exercise Price: __________
Type of Option: __________ Incentive Stock Option
__________ Nonstatutory Stock Option
Term/Expiration Date: __________
Vesting Schedule: (i) No shares vest on grant; and
(ii) __________ shares vest on __________
Termination Period: This Option may be exercised for ninety
(90) days after termination or resignation
of the Optionee as a director of the
Company. Upon the death or Disability of
the Optionee, this Option may be exercised
for such longer period as provided in the
Plan. In no event shall this Option be
exercised later than the Term/Expiration
Date as provided above.
II. AGREEMENT
1. GRANT OF OPTION. The Board of Directors of the Company hereby
grants to
the Optionee named in the Notice of Grant attached as Part I of
this Agreement
(the "Optionee"), an
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option (the "Option") to purchase the number of Shares, as set
forth in the
Notice of Grant, at the exercise price per share set forth in
the Notice of
Grant (the "Exercise Price"), subject to the terms and
conditions of the Plan,
which are incorporated herein by reference. In the event of a
conflict between
the terms and conditions of the Plan and the terms and
conditions of this Option
Agreement, the terms and conditions of the Plan shall prevail.
If designated in
the Notice of Grant as an Incentive Stock Option ("ISO"), this
Option is
intended to qualify as an Incentive Stock Option under Section
422 of the Code.
However, if this Option is intended to be an Incentive Stock
Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be
treated as a Nonstatutory Stock Option ("NSO").
2. EXERCISE OF OPTION.
2.1. Right to Exercise.
2.1.1. This Option is exercisable during its term in
accordance
with the Vesting Schedule set out in the Notice of Grant and the
applicable
provisions of the Plan and this Option Agreement. In the event
of Optionee's
death, Disability or other termination of Optionee's employment
or consulting
relationship, the exercisability of the Option is governed by
the applicable
provisions of the Plan and this Option Agreement.
2.1.2. If (i) Optionee's Continuous Status as a Director be
terminated for misconduct (which includes, but is not limited
to, any act of
dishonesty, moral turpitude, fraud or embezzlement); (ii)
Optionee make any
unauthorized use or disclosure of confidential information or
trade secrets of
the Company, or any Subsidiary; or (iii) Optionee otherwise act
in such a manner
not in the best interests of the Company (as reasonably
determined by the
Company's Board of Directors), then, notwithstanding any other
provision in this
Agreement or the Plan to the contrary, in any such event this
Option shall
terminate immediately and cease to be outstanding.
2.2. Method of Exercise.
2.2.1. This Option is exercisable by delivery of an exercise
notice, in the form attached as Exhibit A (the "Exercise
Notice"), which shall
state the election to exercise the Option, the number of Shares
in respect of
which the Option is being exercised (the "Exercised Shares"),
and such other
representations and agreements as may be required by the Company
pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by
the Optionee and
shall be delivered in person or by certified mail to the
Secretary of the
Company. The Exercise Notice shall be accompanied by payment of
the aggregate
Exercise Price as to all Exercised Shares. This Option shall be
deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice
accompanied by such aggregate Exercise Price.
2.2.2. No Shares shall be issued pursuant to the exercise of
this
Option unless such issuance and exercise complies with all
relevant provisions
of law and the requirements of any stock exchange or quotation
service upon
which the Shares are then listed. Assuming such compliance, for
income tax
purposes the Exercised Shares shall be considered transferred to
the Optionee on
the date the Option is exercised with respect to such Exercised
Shares.
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3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price
shall be by
any of the following, or a combination thereof, at the election
of the Optionee:
3.1. cash;
3.2. check; or
3.3. delivery of a properly executed exercise notice together
with
such other documentation as the Administrator and the broker, if
applicable,
shall require to effect an exercise of the Option and delivery
to the Company of
the sale or loan proceeds required to pay the
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