1
EXHIBIT 10.4
HYDROGENICS CORPORATION
OPTION AGREEMENT
HYDROGENICS CORPORATION (the "COMPANY"), hereby grants to the Optionee named
below (the "OPTIONEE"), an option (the "OPTION") to purchase, in accordance with
and subject to the terms, conditions and restrictions of this Agreement together
with the provisions of the Stock Option Plan (the "PLAN") of the Company, the
number and class of shares of the Company at the price per share set forth
below:
Name of Optionee: ______________________________________________________________
Date of Grant: _________________________________________________________________
Class and Number of Shares subject to Option (the "Shares"): ___________________
Exercise Price: ________________________________________________________________
1. The terms and conditions of the Plan are hereby incorporated herein by
reference as terms and conditions of this Agreement and all capitalized
terms used herein shall, unless expressly defined herein in a different
manner, have the meanings ascribed thereto in the Plan. The Optionee
acknowledges that the Optionee has received, read and understands the
Plan.
2. Subject to section 4.4 of the Plan, and unless otherwise determined by
the Board at the time of granting an Option, each Option shall be
exercisable in the instalments set forth in section 4.4 of the Plan.
3. In no event shall the Option granted hereunder be exercisable after the
expiration of the relevant Exercise Period.
4. Each notice relating to the Option, including the exercise thereof,
shall be in writing. All notices to the Company shall be delivered
personally or by prepaid registered mail and shall be addressed to:
Hydrogenics Corporation, 0000 XxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx X0X
0X0, Attention: Treasurer. All notices to the Optionee shall be
addressed to the principal address of the Optionee on file with the
Company. Either the Company or the Optionee may designate a different
address by written notice to the other. Such notices shall be deemed to
be received, if delivered personally, on the date of delivery, and if
sent by prepaid, registered mail, on the fifth (5th) business day
following the date of mailing. Any notice given by either the Optionee
or the Company shall not be binding on the recipient thereof until
received.
5. When the issuance of Shares on the exercise of the Option may, in the
opinion of the Company, conflict or be inconsistent with any applicable
law or regulation of any governmental agency having jurisdiction, the
Company reserves the right to refuse to issue such Shares for so long
as such conflict or inconsistency remains outstanding.
2
- 2 -
6. Except as expressly provided in the Plan, during the lifetime of the
Optionee, the Option granted pursuant to this Agreement may only be
exercised by the Optionee personally and no assignment or transfer of
the Option, whether voluntary, involuntary, by operation of law or
otherwise, shall vest any interest or right in such Option whatsoever
in any assignee or transferee, and immediately upon any assignment or
transfer or any attempt to make the same, the Option granted hereunder
shall terminate and be of no further force or effect.
7. The Optionee hereby acknowledges and agrees that:
(a) any rule, regulation or determination, including the
interpretation by the Board of the Plan, the Option granted
hereunder and the exercise thereof, shall be final and
conclusive for all purposes and binding on all Persons
including the Company and the Optionee;
(b) the grant of the Option shall not affect in any way the right
of the Company or any affiliate of the Company to terminate
the employment of the Optionee or the Optionee's term as a
Director or Consultant; and
(c) the Optionee has been advised to seek independent legal advice
in connection with his or her participation in the Plan and
the entering into of this Agreement and has been given every
opportunity to do so.
8. This Agreement has been made in and shall be construed under and in
accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein.
HYDROGENICS CORPORATION
Per:
____________________________
Name:
Title:
SIGNED, SEALED AND DELIVERED
In the presence of:
____________________________ ___________________________
Witness Name of Optionee
