Attached files
Exhibit 4.2
TOMI Environmental Solutions, Inc.
2016 Equity Incentive Plan
Non-Qualified Stock Option Agreement
Dear
[●],
On
[●], as a component of your
Employment Agreement, the Compensation Committee approved a
grant of a Non-Qualified Stock Option (the "Option") to you to
purchase Common Stock of TOMI Environmental Solutions, Inc. (the
"Company") pursuant to the TOMI Environmental Solutions, Inc. 2016
Equity Incentive Plan (the "Plan"). The Option shall constitute and
be treated at all times by you and the Company as a
“non-qualified stock option” for Federal income tax
purposes and shall not constitute and shall not be treated as an
“incentive stock option” as defined under Section
422(b) of the Internal Revenue Code of 1986, as
amended.
You are
granted an Option to purchase [●] shares of Common Stock of
the Company at the price of $[●] per share which represents
the Fair Market Value of the Common Stock on the date of grant. The
date of grant of this Option is [●].
1. Vesting. This Option is one
hundred percent (100%) vested on the date of grant.
2. Duration of Option. The Option
may not be exercised after the fifth (5th) anniversary
following the date of grant.
3. Exercise of
Option.
(a) Right to Exercise.
This Option is exercisable during its term in accordance with the
Vesting Schedule set out in Section 1.
(b) Method of Exercise.
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 of
Common Stock 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 completed by you and delivered
to the Corporate Secretary. 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.
No
shares of Common Stock shall be issued pursuant to the exercise of
this Option unless such issuance and exercise comply with
applicable laws. Assuming such compliance, for income tax purposes
the Exercised Shares shall be considered transferred to you on the
date the Option is exercised with respect to such Exercised
Shares.
4. Method of Payment. Payment of
the aggregate Exercise Price shall be by any of the following, or a
combination thereof, at your election:
(a) cash;
(b) check;
(c) consideration
received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan;
or
(d) surrender of other
shares of Common Stock which (i) in the case of shares of Common
Stock acquired upon exercise of an option, have been owned by you
for more than six (6) months on the date of surrender, and (ii)
have a fair market value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.
5. Non-Assignability of Option.
This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised
during your lifetime only by you except in the case of your
disability, this Option may be exercised by your representative.
The terms of the Plan and this Agreement shall be binding upon your
executors, administrators, heirs, successors and
assigns.
The
Plan is incorporated herein by reference. The Plan and this
Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and
you with respect to the subject matter hereof, and may not be
modified adversely to your interest except by means of a writing
signed by the Company and you. This Agreement is governed by the
laws of the State of Florida.
By your
signature and the signature of the Company's representative below,
you and the Company agree that the Option is granted under and
governed by the terms and conditions of the Plan and this
Agreement. You have reviewed the Plan and this Agreement in their
entirety, have had an opportunity to obtain the advice of counsel
prior to executing this Agreement and fully understand all
provisions of the Plan and this Agreement. You hereby agree to
accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to the
Plan and Agreement. You further agree to notify the Company upon
any change in your residence address indicated below.
PARTICIPANT
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TOMI
ENVIRONMENTAL SOLUTIONS, INC.
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Signature
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By:
Title:
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Print
Name
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Residence
Address
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1
Exhibit
A
EXERCISE
NOTICE
TOMI
Environmental Solutions, Inc.
9454
Wilshire Blvd., Penthouse
Beverly
Hills, CA 90212
------------------------
(date)
Re:
Non-Qualified Stock Option
Notice
is hereby given pursuant to Section 3 of my Agreement that I elect
to purchase the number of shares set forth below at the exercise
price set forth in my Agreement:
Stock Option
dated:
---------------------------
Number of shares
being
purchased:
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Option Exercise
Price Per
Share
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Aggregate Option
Exercise
Price
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A check
in the amount of the aggregate price of the shares being purchased
is attached or specify other method of payment.
I
understand that the shares of Common Stock that I receive upon
exercise of my Option may not be freely tradable.
Further,
I understand that, as a result of this exercise of rights, I will
recognize income in an amount equal to the amount by which the fair
market value of the shares of Common Stock exceeds the exercise
price. I agree to report such income in accordance with then
applicable law and to cooperate with the Company in establishing
the withholding and corresponding deduction to the Company for its
income tax purposes.
I agree
to provide to the Company such additional documents or information
as may be required pursuant to the Company’s 2016 Equity
Incentive Plan.
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(Signature)
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(Name
of Optionee)
2