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EXHIBIT 4.5
NANOPHASE TECHNOLOGIES CORPORATION
FORM OF STOCK OPTION AGREEMENT
THIS AGREEMENT is executed on the ____ day of ____________, 199__, and is
effective as of _____________, 199___, between NANOPHASE TECHNOLOGIES
CORPORATION, a Delaware corporation ("Company"), and __________________
("Grantee"), who resides at ____________________________________________.
Grantee is an employee of the Company. By granting this option, Company
desires to carry out the purposes of the NANOPHASE TECHNOLOGIES CORPORATION
STOCK OPTION PLAN effective January 13, 1992, as amended from time to time
("Plan"), a copy of which has been furnished Grantee.
Company and Grantee agree as follows:
1. Effective ___________, 199__ (the "Grant Date"), Company grants to
Grantee an option to purchase [[__________]] shares (the "Shares") of the
Company's common stock, no par value, at a price of [[$_______]] per share,
subject to all of the terms and conditions of the Plan and amendments thereto
and of this Agreement.
2. Subject to the provisions of the Plan and this Agreement, these options
may be exercised as follows:
YEARS AFTER GRANT DATE PERCENTAGE EXERCISABLE
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_________, 199__ 20%
_________, 199__ 40%
_________, 199__ 60%
_________, 199__ 80%
_________, 199__ 100%
provided, however, that each exercise shall be for not fewer than the lesser of
1000 Shares or the number of Shares subject to this Agreement for which the
stock option is then exercisable. Notwithstanding the foregoing provisions of
this Section but subject to the Plan and all other provisions of this
Agreement, however, all options granted hereunder shall be immediately
exercisable upon the occurrence of any of the following events prior to the
expiration or other termination of the option: (i) sale (other than a sale by
the Company) of securities entitled to more than 80% of the voting power of the
Company in a single transaction or a related series of transactions; (ii) sale
of substantially all of the assets of the Company; or (iii) approval by the
stockholders of the Company of a reorganization, merger or consolidation of the
Company, as a result of which the persons who were the stockholders of the
Company immediately prior to such reorganization, merger or consolidation do
not own securities immediately after the reorganization, merger or
consolidation entitled to more than 80% of the voting power of the reorganized,
merged or consolidated
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company. Voting power, as used in the preceding sentence, shall refer to those
securities entitled to vote generally in the election of directors, and
securities of the Company not entitled to vote but which are convertible into,
or exercisable for, securities of the Company entitled to vote generally in the
election of directors shall be counted as if converted or exercised, and each
unit of voting securities shall be counted in proportion to the number of votes
such unit is entitled to cast [UPDATED LANGUAGE WILL CONFORM WITH DEFINITION OF
SALE IN PLAN].
[[INSERT PERFORMANCE MILESTONES, VESTING ACCELERATION PROVISIONS IF
APPLICABLE.]]
3. If the applicable taxes are not required to be withheld at the time of
exercise or issuance, Grantee agrees to pay to the Company the amount of any
such taxes, including Federal and state, thereafter required to be withheld or
collected in respect of the issuance of these Shares or exercise of these
options as is determined by Company's legal or tax counsel.
4. No obligation of Company as to Grantee's continued provision of
services or length of Grantee's provision of services to Company shall be
implied by the terms of this Agreement.
5. This grant shall terminate ten (10) years from the Grant Date, subject
to earlier termination as provided in the Plan.
6. The number and class of Shares covered by this Agreement and the stock
option price shall be appropriately adjusted as determined by the Board of
Directors of the Company to reflect any stock dividend, stock split-up, share
combinations, recapitalization, merger, consolidation, separation,
reorganization, liquidation or the like, of or by the Company.
7. Grantee agrees to enter into a Shareholder Agreement in the form
attached hereto as Appendix A prior to and as a condition of his or her
purchasing any Shares pursuant to this Agreement [NO LONGER APPLICABLE BECAUSE
COMPANY IS NOW A PUBLIC COMPANY].
8. This option is non-transferable other than by will or the laws of
descent and distribution, and is exercisable, during the optionee's lifetime,
only by him or her. This option shall inure to the benefit of and be binding
upon the Company's successors and assigns.
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IN WITNESS WHEREOF, Company has caused this Agreement to be executed by
its duly authorized officers, and the Grantee has hereunto set his or her hand
and seal, as of the day and year first above written.
COMPANY: NANOPHASE TECHNOLOGIES CORPORATION
By: _________________________________
___________________, President
GRANTEE: ______________________________
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NOTICE OF INTENTION TO EXERCISE STOCK OPTIONS
The undersigned grantee of a Nanophase Technologies Corporation Stock
Option Agreement dated ____________, 199__, to purchase _________ shares of
Nanophase Technologies Corporation common stock hereby gives notice of his or
her intention to exercise the Stock Option (or a portion thereof) and elects to
purchase ____________ shares of Nanophase Technologies Corporation common
stock.
Shares should be issued in the name of the undersigned and should be sent
to the undersigned at:
___________________________________
___________________________________
___________________________________
Dated this ___ day of ______________, 19__.
Social Security Number: _______________________
_______________________________
INSTRUCTIONS: The exercise of these Stock Options is effective on the date the
Company has received all of (1) this Notice of Intention to Exercise Stock
Options, and (2) payment in full in cash of the exercise price for all shares
being purchased pursuant to this Notice, and (3) two copies of the Stock
Purchase Agreement attached to the Stock Option Agreement under which this
Notice is given, both signed by the grantee.