EXHIBIT 4(b)
Stock Option Agreement
Introduction. Agreement made _________, between Flexible Solutions
International Inc., with offices at 2614 Queenswood Drive, Victoria, British
Columbia V8N 1X5 (the "Company"), and _____________ ("Grantee").
1. Grant of Option. The Company grants to Grantee the Option of purchasing
shares of the Company's common stock (the "Shares") in the amounts, at the
price, and subject to all the terms and conditions set out in this
agreement.
2. Grant Date of Option. The grant date of this option is _________.
3. Total Number of Shares Available. The total number of Shares that may be
purchased by Grantee pursuant to this Agreement is ____________, as set
forth in Paragraph 5.
4. Options Price. The price at which Grantee may buy the Shares is ___________
per Share.
5. When Option Exercisable: Vesting. Grantee may exercise the option rights at
any time after the grant date but not later than five years from the grant
date, subject to the following vesting requirements: _____ shares vest on
the following date; _________.
6. Option Not Exercisable if Grantee in Default. The option rights granted by
this Agreement may not be exercised if Grantee is in default of any
obligations owed the Company, whether by operation of law or pursuant to
contract.
7. Option Not Transferable. Grantee's option rights may be exercised only by
the Grantee or Grantee's personal representative during Grantee's lifetime
and are not transferable except by will or by the laws of descent and
distribution should Grantee die intestate. The option rights may not be
sold, assigned, pledged, or hypothecated, and any attempt to do so shall be
void. The option rights are not subject to levy, attachment, or other
process of law, and any attempt to levy, attach, or otherwise transfer the
option rights or place liens upon them shall be void.
8. Termination of the Option. Except as otherwise provided herein, this
Agreement shall expire ________ years from the date of grant (the "Option
Period"); provided, however, that this agreement will terminate upon the
earlier of: (i) ____ days after the date that the Grantee ceases to be an
employee, consultant, officer, or director of the Company; (ii) twelve
months after the date that the Grantee ceases to be an employee,
consultant, officer, or director of the Company by reason of the Grantee's
death or (iii) immediately that the employee, officer, director or
consultant is terminated with cause .
9. The Company's Merger, Reorganization, Etc. If, during the option period but
before Grantee has exercised all of the option rights with regard to the
total number of Shares available for purchase by Grantee, the Shares of
the Company's common stock are changed into or exchanged for a different
number or different kind of shares or other securities, either the
Company's or those of another company, this Agreement shall remain in
force. However, there shall be substituted for each of the Shares the
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number and kind of shares or other securities for which each Share of the
Company's common stock was exchanged or into which each Share was changed.
The shares or securities substituted for each Share of the Company's common
stock may be purchased by Grantee under this Agreement for a price
appropriately adjusted for the substituted securities.
10. Declaration of Stock Dividends. If the Company issues a common stock
dividend on the Company's common stock, the number of Shares that may be
purchased by Grantee thereafter shall be adjusted as follows: To each of
the unpurchased Shares, there shall be added the number of Shares issued as
a dividend on each Share of outstanding common stock; each of the Shares
together with the additional Shares applicable to that Share shall be
bought as one unit for the price set out for each of the Shares in
Paragraph 5.
11. Other Changes in the Company's Stock. If there area any changes in the
number or kind of Shares outstanding that affect the Company's common stock
or the stock or other securities into which the Company's common stock has
been changed, other than those described in Paragraphs 10 and 11, a
majority of the Company's Board of Directors may make such changes in the
Shares available for purchase under this Agreement as the Board of
Directors deems appropriate. Any adjustment in the Shares available for
purchase made in accordance with this Paragraph shall be binding upon
Grantee.
12. The Company's Liquidation, Dissolution, Etc. If the Company liquidates or
dissolves or enters into a merger or consolidation in which the Company is
not the surviving company, the Company shall give Grantee at least one
month's notice prior to the liquidation, dissolution, merger, or
consolidation. Grantee shall have the right to exercise this Option in
full, to the extent that is had not been previously exercised, within the
one-month period. To the extent that Grantee's option rights have not been
exercised on the effective date of the liquidation, dissolution, merger, or
consolidation, they shall terminate.
13. Manner in Which Option Is Exercised During Grantee's Lifetime. Any of
Grantee's option rights may be exercised by Grantee or Grantee's personal
representative during Grantee's lifetime by written notice addressed to the
Company's corporate Secretary, signed by Grantee or Grantee's personal
representative. The notice shall state the number of Shares to be purchased
and shall be accompanied by a certified check payable to the Company for
the purchase price of Shares purchased. Immediately following payment of
the check, the Company shall issue a certificate or certificates for the
Shares purchased in Grantee's or Grantee's personal representative's name
and deliver it or them to the person who signed the notice.
14. Manner in Which Option Is Exercised After Grantee's Death. If Grantee has
not fully exercised the option rights before Grantee's death, then the
persons designated by Grantee in writing on file with the Company or, if no
such persons have been designated, Grantee's executor or administrator, may
exercise any of Grantee's option rights during the option period. The
rights shall be exercised in the same manner as provided in Paragraph 14
except that the person entitled to exercise the rights shall be substituted
for Grantee or Grantee's personal representative.
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15. Violation of Law. The Option granted by this Agreement may not be exercised
if its exercise would violate any applicable state securities law, any
registration under or any requirements of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules of an
exchange on which the Shares are traded, any other federal law, or any law
of applicable state securities laws.
16. Unregistered Stock. If a registration statement for the Shares is not in
effect or if Grantee's attorneys require a writing from Grantee to avoid
violation of the Securities Act of 1933, as amended, the Company may
require a written commitment form the person exercising the Option before
delivery of the certificate or certificates for the Shares. The Commitment
shall be in a form prescribed by the Company. It will state that it is the
intent of the person exercising the Option to acquire the Shares for
investment only and not the intent of transferring or reselling them; that
the person exercising the Option has been told that the Shares may be
"restricted shares" pursuant to Rule 144 of the Securities and Exchange
Commission and that any resale, transfer, or other distribution of the
Shares may only be made on conformity with Rule 144, the Securities Act of
1933, as amended, or any other federal statute, rule or regulation. The
Company may place a legend on the face of the certificate or certificates
in accordance with this Commitment and may refuse to permit transfer of the
Shares unless it receives satisfactory evidence that the transfer will not
violate Rule 144, the Securities Act of 1933, as amended, or any other
federal statute, rule, or regulation.
Grantee Flexible Solutions International Inc.
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Dan O'Brien, CEO
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