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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/20 Ikonics Corp 10-K 12/31/19 59:4M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 450K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 27K 3: EX-10.4 Material Contract HTML 39K 4: EX-23 Consent of Experts or Counsel HTML 18K 5: EX-24 Power of Attorney HTML 22K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 23K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 23K 8: EX-32 Certification -- §906 - SOA'02 HTML 19K 21: R1 Document And Entity Information HTML 58K 40: R2 Balance Sheets HTML 122K 56: R3 Balance Sheets (Parentheticals) HTML 39K 26: R4 Statements of Operations HTML 73K 23: R5 Statements of Stockholders' Equity HTML 43K 41: R6 Statements of Cash Flows HTML 100K 57: R7 Note 1 - Summary of Significant Accounting HTML 89K Policies 27: R8 Note 2 - Income Taxes HTML 69K 20: R9 Note 3 - Intangible Assets HTML 44K 16: R10 Note 4 - Retirement Plan HTML 24K 32: R11 Note 5 - Segment Information HTML 98K 51: R12 Note 6 - Stockholders' Equity HTML 53K 46: R13 Note 7 - Concentration of Credit Risk HTML 23K 17: R14 Note 8 - Long-term Debt HTML 45K 33: R15 Note 9 - Chief Executive Officer Transition HTML 23K 52: R16 Significant Accounting Policies (Policies) HTML 134K 47: R17 Note 1 - Summary of Significant Accounting HTML 47K Policies (Tables) 15: R18 Note 2 - Income Taxes (Tables) HTML 65K 34: R19 Note 3 - Intangible Assets (Tables) HTML 43K 53: R20 Note 5 - Segment Information (Tables) HTML 92K 38: R21 Note 6 - Stockholders' Equity (Tables) HTML 45K 24: R22 Note 8 - Long-term Debt (Tables) HTML 29K 28: R23 Note 1 - Summary of Significant Accounting HTML 53K Policies (Details Textual) 54: R24 Note 1 - Summary of Significant Accounting HTML 29K Policies - Major Components of Inventories (Details) 39: R25 Note 1 - Summary of Significant Accounting HTML 29K Policies - Property, Plant and Equipment, Estimate Useful Lives (Details) 25: R26 Note 1 - Summary of Significant Accounting HTML 25K Policies - Summary of Calculation of Diluted EPS (Details) 29: R27 Note 2 - Income Taxes (Details Textual) HTML 32K 55: R28 Note 2 - Income Taxes - Income Tax Expense HTML 34K (Benefit) (Details) 37: R29 Note 2 - Income Taxes - Income Taxes HTML 37K Reconciliation (Details) 44: R30 Note 2 - Income Taxes - Net Deferred Tax HTML 56K Liabilities (Details) 50: R31 Note 3 - Intangible Assets (Details Textual) HTML 28K 36: R32 Note 3 - Intangible Assets - Summary of Intangible HTML 27K Assets (Details) 19: R33 Note 3 - Intangible Assets - Estimated HTML 29K Amortization Expense (Details) 43: R34 Note 4 - Retirement Plan (Details Textual) HTML 21K 49: R35 Note 5 - Segment Information (Details Textual) HTML 18K 35: R36 Note 5 - Segment Information - Reportable Segments HTML 59K (Details) 18: R37 Note 6 - Stockholders' Equity (Details Textual) HTML 61K 45: R38 Note 6 - Stockholders' Equity - Assumptions HTML 31K (Details) 48: R39 Note 6 - Stockholders' Equity - Stock Option HTML 44K Activity (Details) 42: R40 Note 8 - Long-term Debt (Details Textual) HTML 60K 59: R41 Note 8 - Long-term Debt - Remaining Principal HTML 46K Payments and the Current and Long-term Portion of Principal (Details) 30: R42 Note 9 - Chief Executive Officer Transition HTML 19K (Details Textual) 22: XML IDEA XML File -- Filing Summary XML 98K 31: EXCEL IDEA Workbook of Financial Reports XLSX 45K 9: EX-101.INS XBRL Instance -- iknx-20191231 XML 1.03M 11: EX-101.CAL XBRL Calculations -- iknx-20191231_cal XML 134K 12: EX-101.DEF XBRL Definitions -- iknx-20191231_def XML 785K 13: EX-101.LAB XBRL Labels -- iknx-20191231_lab XML 683K 14: EX-101.PRE XBRL Presentations -- iknx-20191231_pre XML 811K 10: EX-101.SCH XBRL Schema -- iknx-20191231 XSD 108K 58: ZIP XBRL Zipped Folder -- 0001437749-20-004241-xbrl Zip 106K
Exhibit 10.4
IKONICS CORPORATION
Non-Qualified Stock Option Agreement
Under the 2019 Equity Incentive Plan
IKONICS Corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
Name of Participant: [_______________________________________________] |
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No. of Shares Covered: [_______] |
Grant Date:__________, 20__ |
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Exercise Price Per Share: $[______] |
Expiration Date:__________, 20__ |
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Vesting and Exercise Schedule: |
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Dates
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Portion of Shares as to Which Option Becomes Vested and Exercisable
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By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your right to purchase shares of the Company’s common stock pursuant to this Option.
PARTICIPANT: | IKONICS CORPORATION | ||
By:____________________________________________________________ | |||
Title:___________________________________________________________ |
IKONICS Corporation
2019 Equity Incentive Plan
Non-Qualified Stock Option Agreement
Option Terms and Conditions
1. |
Non-Qualified Stock Option. This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly. |
2. |
Vesting and Exercisability of Option. |
(a) Scheduled Vesting. This Option will vest and become exercisable as to the number of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired or been terminated or cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares subject to the vested portion of the Option.
(b) Accelerated Vesting. Notwithstanding Section 2(a), vesting and exercisability of this Option may be accelerated during the term of the Option under the circumstances described in Sections 12(b) and 12(c) of the Plan, and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan.
3. |
Expiration. This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of: |
(a) |
The expiration date specified on the cover page of this Agreement; |
(b) |
Upon your termination of Service for Cause; |
(c) |
Upon the expiration of any applicable period specified in Section 6(e) of the Plan or Section 2 of this Agreement during which this Option may be exercised after your termination of Service; or |
(d) |
The date (if any) fixed for termination or cancellation of this Option pursuant to Section 12 of the Plan. |
4. |
Service Requirement. Except as otherwise provided in Section 6(e) of the Plan or Section 2 of this Agreement, this Option may be exercised only while you continue to provide Service to the Company or any Affiliate, and only if you have continuously provided such Service since the Grant Date of this Option. |
5. |
Exercise of Option. Subject to Section 4, the vested and exercisable portion of this Option may be exercised in whole or in part at any time during the Option term by delivering a written or electronic notice of exercise to the Company’s Chief Financial Officer or to such other party as may be designated by such officer, and by providing for payment of the exercise price of the Shares being acquired and any related withholding taxes. The notice of exercise must be in a form approved by the Company and state the number of Shares to be purchased, the method of payment of the aggregate exercise price and the directions for the delivery of the Shares to be acquired, and must be signed or otherwise authenticated by the person exercising the Option. If you are not the person exercising the Option, the person submitting the notice also must submit appropriate proof of his/her right to exercise the Option. |
6. |
Payment of Exercise Price. When you submit your notice of exercise, you must include payment of the exercise price of the Shares being purchased through one or a combination of the following methods: |
(a) |
Cash (including personal check, cashier’s check or money order); |
(b) |
By means of a broker-assisted cashless exercise in which you irrevocably instruct your broker to deliver proceeds of a sale of all or a portion of the Shares to be issued pursuant to the exercise to the Company in payment of the exercise price of such Shares; or |
(c) |
By delivery to the Company of Shares (by actual delivery or attestation of ownership in a form approved by the Company) already owned by you that are not subject to any security interest and that have an aggregate Fair Market Value on the date of exercise equal to the exercise price of the Shares being purchased; or |
(d) |
By authorizing the Company to retain, from the total number of Shares as to which the Option is being exercised, that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is being exercised. |
However, if the Committee determines, in any given circumstance, that payment of the exercise price with Shares or by authorizing the Company to retain Shares is undesirable for any reason, you will not be permitted to pay any portion of the exercise price in that manner.
7. |
Delivery of Shares. As soon as practicable after the Company receives the notice of exercise and payment of the exercise price as provided above, and has determined that all other conditions to exercise, including compliance with applicable laws as provided in Section 16(c) of the Plan, have been satisfied, it shall deliver to the person exercising the Option, in the name of such person, the Shares being purchased, as evidenced by issuance of a stock certificate or certificates, electronic delivery of such Shares to a brokerage account designated by such person, or book-entry registration of such Shares with the Company’s transfer agent. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and nonassessable. |
8. |
Transfer of Option. During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option. You may not assign or transfer this Option except for a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. The Option held by any such transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to its transfer and may be exercised by such transferee as and to the extent that the Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement. |
9. |
No Shareholder Rights Before Exercise. Neither you nor any permitted transferee of this Option will have any of the rights of a shareholder of the Company with respect to any Shares subject to this Option until a certificate evidencing such Shares has been issued, electronic delivery of such Shares has been made to your designated brokerage account, or an appropriate book entry in the Company’s stock register has been made. No adjustments shall be made for dividends or other rights if the applicable record date occurs before your stock certificate has been issued, electronic delivery of your Shares has been made to your designated brokerage account, or an appropriate book entry in the Company’s stock register has been made, except as otherwise described in the Plan. |
10. |
Governing Plan Document. This Agreement and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. |
11. |
Choice of Law. This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its conflicts or choice of law principles). |
12. |
Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company. |
13. |
Other Agreements. You agree that in connection with the exercise of this Option, you will execute such documents as may be necessary to become a party to any shareholder, voting or similar agreements as the Company may require. |
14. |
Restrictive Legends. The Company may place a legend or legends on any certificate representing Shares issued upon the exercise of this Option summarizing transfer and other restrictions to which the Shares may be subject under applicable securities laws, other provisions of this Agreement, or other agreements contemplated by Section 13 of this Agreement. You agree that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent. |
15. |
Electronic Delivery and Acceptance. The Company may deliver any documents related to this Option Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator. |
By signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions described above and in the Plan document.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/03/21 Terawulf Inc. 10-K 12/31/20 58:4.1M RDG Filings/FA |