ARROW-MAGNOLIA INTERNATIONAL, INC. No.
Stock Option Agreement
THIS AGREEMENT, made and entered into as of the day of
, 199 , by and between ARROW-MAGNOLIA
INTERNATIONAL, INC., a Texas corporation (the "Company"), and
(the "Employee"),
W I T N E S S E T H:
WHEREAS, the Company has adopted a Non-Qualified Stock Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A;
and
WHEREAS, the Company has duly authorized the granting of this
option;
NOW, THEREFORE, in consideration of the premises, the Company
hereby grants to the Employee the following option to purchase
shares of the Company's Common Stock, par value $0.10 per share
(the "Shares"):
I.
Nature of Award
The option granted hereby shall have the following features
under the Plan (check as applicable):
Options
Cashless Exercise Rights
II.
Date of Grant
The date of grant of this option is , 199 .
III.
Number of Shares
The number of shares which may be purchased hereunder is
( ) (the "Option Shares"), subject to
adjustment as provided for in the Plan, and subject to the
provisions of paragraph V hereof.
IV.
Option Price
The price at which the Shares may be purchased under this
option shall be $ per share, subject to adjustment as
provided for in the Plan.
V.
Vesting; Termination
This option is subject to limitations on transfer and to
termination under the terms set forth in the Plan.
Employee may exercise this option with respect to the number
of Shares set forth in each row appearing under the column entitled
"Number of Shares" hereafter at any time after the date appearing
opposite the number of Shares in the same row under the column
entitled "Date After Which Option May be Exercised," provided that
Employee shall have continued without break in the service of the
Company from the date hereof through such date:
PAGE
Date After Which
The Option
Number of Shares May Be Exercised
After Employee has been continuously employed through the date
after which the option may be exercised as to a number of shares,
Employee shall continue thereafter to be entitled to exercise the
option with respect to such Shares until such rights shall
terminate under the Plan.
VI.
Investment Representation
By execution hereof, Employee represents and warrants to the
Company that all Option Shares which may be purchased hereunder
will be acquired by Employee for investment and not with any intent
for resale or distribution. Employee acknowledges that the Option
Shares when issued upon exercise of this Option will be deemed
"restricted securities" within the meaning of the Securities Act of
1933 unless a registration statement with respect to the same shall
have become effective. All certificates issued with respect to the
Option Shares shall bear an appropriate restrictive investment
legend unless a registration statement with respect to the same
shall have become effective.
PAGE
VII.
Incorporation of the Plan
All of the terms and conditions of the Plan, a copy of which
is attached hereto as Exhibit A, are incorporated herein as if
fully set forth herein, and this Agreement and the option granted
herein are subject to all of such terms and conditions which are
hereby made a part hereof. If a conflict between the terms of this
Agreement and the terms of the Plan shall arise, the terms of the
Plan shall govern.
IN WITNESS WHEREOF, this Agreement is executed as of the day
and year first above written.
ARROW-MAGNOLIA INTERNATIONAL, INC.
By:
Name:
Title:
Print Name:
