FULL
CIRCLE INDUSTRIES INC.
STOCK
OPTION GRANT NOTICE
FULL
CIRCLE INDUSTRIES INC., (the “Company’), pursuant
to its 2004 Stock Option Plan (the “Plan’) hereby
grants to the Optionee named below a stock option to purchase
the number of shares of the Company’s common stock set
forth below. As designated below; this stock option either is
or is not intended to qualify for the federal income tax
benefits available to an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended. This option is subject to all of the
terms and conditions as set forth herein and in Attachment I
and the Plan which are incorporated herein in their
entirety.
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Optionee/Employee:
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Employee
I.D. #:
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Grant
No.:
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Date
of Grant:
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Shares
Subject to Option:
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Exercise
Price Per Share: $
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Expiration
Date:
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TYPE
OF OPTION: I I Incentive Stock Option I I Nonstatutory Stock
Option
VESTING
SCHEDULE
ADDITIONAL
TERMS/ACKNOWLEDGMENTS: The undersigned Optionee acknowledges
receipt of, and understands and agrees to the terms of the
following: this Giant Notice, the Stock Option Agreement and
the Plan. Optionee further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the
Plan set forth the entire understanding between Optionee and
the Company regarding the acquisition of stock in the Company
and supersedes all prior oral and written agreements
pertaining to this particular option.
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FULL
CIRCLE INDUSTRIES INC.
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OPTIONEE:
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By:
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Signature
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Dated:
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Date:
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Attachment I: Stock Option Agreement
FULL CIRCLE INDUSTRIES INC.
STOCK OPTION AGREEMENT
Pursuant
to the Grant Notice and this Stock Option Agreement, the
Company has granted you an option to purchase the number of
shares of the Company’s common stock (“Common
Stock”) indicated in
the
Grant Notice at the exercise pike indicated in the Grant Notice.
Defined terms not explicitly defined in this Stock Option Agreement
but defined in die Plan shall have the same definitions as in the
Plan.
The
details of this option are as follows:
1.
VESTING.
Subject to the limitations contained herein, this option will
vest as provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous
Service.
2.
METHOD
OF PAYMENT. Payment of the exercise price by cash (or check)
is due upon exercise of all or any pail of this option which
has become exercisable by you. Notwithstanding the foregoing,
this option may be exercised pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board
which, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by die Company or the
receipt of irrevocable instructions to pay the aggregate
exercise price to the Company. Payment of the exercise price
may also be made by a combination of the above
methods.
3.
EXERCISE
FOR MINIMUM NUMBER OF SHARES. The minimum number of shares
with respect to which this option may he exercised at any one
time is one hundred (100), except (a) as to an installment
subject to exercise, as set forth in paragraph 1, which
amounts to fewer than one hundred (100) shares, in which case,
as to the exercise of that installment, the number of such
shares in such installment shall be the minimum number of
shares, and (b) with respect to the final exercise of this
option, this minimum shall not apply. This option may only be
exercised for whole shares.
4.
SECURITIES
LAW COMPUANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the
shares issuable upon exercise of this option are then
registered under the Securities Act or, if such shares are not
then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration
requirements of the Securities Act.
5
. TERM.
(a)
The
term of this option commences on die Date of Grant (as
specified in the Gran
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