Exhibit 4.21




 





ENSYNC, INC.


 


NONSTATUTORY STOCK OPTION AGREEMENT


 


This Nonstatutory Stock Option Agreement
(this “Agreement”) is executed as of [●], by and between ENSYNC, INC., a Wisconsin corporation (the “Company”),
and [●] (“Employee”).


 


WITNESSETH:


 


WHEREAS, the Company wishes to grant Employee
a Nonstatutory Stock Option in conjunction with Employee’s appointment as [●], subject to the terms provided in this
Agreement; and


 


WHEREAS, the Company anticipates that this
Agreement will promote the best interests of the Company and its shareholders by providing Employee a proprietary interest in the
Company with a stronger incentive to put forth maximum effort for the continued success and growth of the Company and its subsidiaries;


 


NOW, THEREFORE, in consideration of the
benefits that the Company will derive in connection with the services to be rendered by Employee, the Company and Employee hereby
agree as follows:


 


1. Determinations by Administrator; Certain
Definitions The Administrator (as defined below) shall make all interpretations, rules and regulations necessary to administer
this Agreement, and such determinations of the Administrator shall be binding upon Employee. For purposes of this Agreement, the
term “Administrator” shall mean the Compensation Committee of the Board of Directors. Capitalized terms used and not
defined herein are defined in the Company’s 2010 Omnibus Long-Term Incentive Plan, as amended.


 


2. Option; Number of Shares; Option Price.
The Option (as defined below) granted hereunder is intended to be a nonstatutory stock option and therefore shall not qualify as
an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended. Employee shall have the right
and option to purchase all or any part of an aggregate of [●] shares of $0.01 par value common stock of the Company (“Share(s)”)
at the purchase price of $[●] per Share (the “Option”).


 


3. Vesting and Expiration.


 


(a)       Vesting.
The Option shall vest (become exercisable) and remain exercisable only in accordance with Annex 1 attached hereto.


 


(b)       Expiration.
To the extent not previously exercised according to the terms hereof, the Option shall expire on the eighth anniversary of the
date hereof.


 


4. Method of Exercising Option. Except
as otherwise permitted by the Administrator, the Option shall be exercisable by delivery to the Company (to the attention of its
Secretary), at its offices in Menomonee Falls, Wisconsin, of (i) written notice identifying the Option and stating the number of
Shares with respect to which it is being exercised, (ii) payment in full of the exercise price of the Shares then being acquired
as provided in Section 6, below, and (iii) execution of such other documentation as is determined to be necessary or appropriate
by the Administrator from time to time the form of which shall be provided to Employee at the time of execution and delivery of
this Agreement. The Company shall have the right to delay the issue or delivery of any Shares to be delivered hereunder until (i)
the completion of such registration or qualification of such Shares under federal, state, or foreign law, ruling, or regulation
as the Company shall deem to be necessary or advisable, and (ii) receipt from Employee of such documents and information as the
Administrator may deem necessary or appropriate in connection with such registration or qualification or the issuance of Shares
hereunder.


 




      


     


    

 


 


5. Payment of Exercise Price. The
exercise price shall be payable in whole or in part in cash, Shares held by Employee, other property, or such other consideration
consistent with the Agreement’s purpose and applicable law as may be determined by the Administrator from time to time. Except
as otherwise determined by the Administrator at the time of grant, such price shall be paid in cash in full at the time that the
Option is exercised. If Employee is permitted by the Administrator to pay all or a part of the exercise price in Shares and elects
to do so, Employee may make such payment by delivering to the Company a number of Shares, either directly or by attestation, which
are equal in value to the purchase or exercise price hereunder. For this purpose, all Shares so delivered shall be valued per share
at the Fair Market Value (as defined above; provided, however, if a Share is not susceptible to valuation by the
above method, the term “Fair Market Value” of a Share shall mean the fair market value of a Share as the Administrator
may determine in conformity with pertinent law) of a Share on the business day immediately preceding the day on which such Shares
are delivered.


 


6. Prohibition Against Transfer.
Unless otherwise provided by the Administrator and except as provided below, the Option, and the rights and privileges conferred
hereby, may not be transferred by Employee, and shall be exercisable during the lifetime of Employee only by Employee. The Option
shall not be subjected to execution, attachment or similar process. Employee shall have the right to transfer the Option upon Employee’s
death, either to Employee’s designated beneficiary (such designation to be made in writing at such time and in such manner
as the Administrator shall approve or prescribe), or, if Employee dies without a surviving designated beneficiary, by the terms
of Employee’s will or under the laws of descent and distribution, subject to any limitations set forth in this Agreement
and all such distributees shall be subject to all terms and conditions of this Agreement to the same extent as Employee would be
if still living.


 


7. Nature of Option. Employee shall
not have any interest in any fund or in any specific asset or assets of the Company by reason of the Option granted hereunder,
or any right to exercise any of the rights or privileges of a stockholder with respect to the Option until Shares are issued in
connection with any exercise.


 


8. Adjustment provisions.





(a)       Share
Adjustments. In the event of any stock dividend, stock split, recapitalization, merger, consolidation, combination or exchange
of shares of Company stock, or the like, as a result of which shares of any class shall be issued in respect of the outstanding
Shares, or the Shares shall be changed into the same or a different number of the same or another class of stock, or into securities
of another person, cash or other property (not including a regular cash dividend), the number of Shares subject to the Option and
the exercise price applicable to the Option shall be appropriately adjusted in such equitable and proportionate amount as determined
by the Administrator. No fractional Share shall be issued under the Agreement resulting from any such adjustment but the Administrator
in its sole discretion may make a cash payment in lieu of a fractional Share.


 




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(b)       Acquisitions.
In the event of a merger or consolidation of the Company with another corporation or entity, or a sale or disposition by the Company
of all or substantially all of its assets, the Administrator shall, in its sole discretion, have authority to provide for (i) waiver
in whole or in part of any remaining restrictions or vesting requirements in connection with the Option granted hereunder, (ii)
the conversion of the outstanding Option into cash, (iii) the conversion of the Option into the right to receive securities, including
options, of another person or entity upon such terms and conditions as are determined by the Administrator in its sole discretion
and/or (iv) the lapse of the Option after notice in writing has been given that the Option may be exercised within a set period
from the date of such notice and that any Option not exercised within such period shall lapse.


 


(c)       Binding
Effect. Without limiting the generality of what is provided in Section 1 hereof and for avoidance of doubt, any adjustment,
waiver, conversion or other action taken by the Administrator under this Section 9 shall be conclusive and binding on Employee
and the Company and any respective successors and assigns.


 


9. Notices. Any notice to be given
to the Company under the terms of this Agreement shall be given in writing to the Company at its offices in Menomonee Falls, Wisconsin.
Any notice to be given to Employee may be addressed to Employee’s address as it appears on the payroll records of the Company
or any subsidiary thereof. Any such notice shall be deemed to have been duly given if and when actually received by the party to
whom it is addressed, as evidenced by a written receipt to that effect.


 


10. Taxes. The Company may require
payment or reimbursement of or may withhold any minimum tax that it believes is required as a result of the grant or exercise of
the Option, and the Company may defer making delivery with respect to Shares or cash payable hereunder or otherwise until arrangements
satisfactory to the Company have been made with respect to such withholding obligations.


 


11. Rights of Employee. The Option,
and any payments or other benefits received by Employee under the Option, is discretionary and shall not be deemed a part of Employee’s
regular, recurring compensation for any purpose, including without limitation for purposes of termination, indemnity, or severance
pay law of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee
benefit plan, contract or similar arrangement provided to Employee unless expressly so provided by such other plan, contract or
arrangement, or unless the Administrator expressly determines otherwise.


 


12. Amendment. The Administrator
may amend the Agreement; provided, however, that Employee’s consent to such action shall be required unless
the Administrator determines that the action, taking into account any related action, would not materially and adversely affect
Employee. However, notwithstanding any other provision of the Agreement, the Administrator may not adjust or amend the exercise
price of the Option, whether through amendment, cancellation and replacement grants, or any other means, except in accordance with
Section 9 hereof.


 




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13. No Right To Employment. The Agreement
shall not confer upon Employee any right to continue employment with the Company or a subsidiary, nor shall it interfere in any
way with the right of the Company or such subsidiary to terminate Employee’s employment any time.


 


14. Entire Agreement. This Agreement
constitutes the final understanding between Employee and the Company regarding the Option.


 


15. Severability. In the event any
provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had
not been included.


 


16. Governing Law. This Agreement
and all actions taken hereunder shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, applied
without regard to the laws of any other jurisdiction that otherwise would govern under conflict of law principles.


 


 


[Signature
Page Follows]


 


 




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IN WITNESS WHEREOF, the Company has caused
these presents to be executed as of the date and year first above written, which is the date of the granting of the Option evidenced
hereby.


 


	 	 	 	 
	 	ENSYNC, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:  	 
	 	 	Title:    	 
	 	 	 	 


 


The undersigned Employee hereby accepts
the foregoing Option and agrees to the several terms and conditions hereof.


 


	 	 
	 	Employee


 




    
[Signature Page - Option Award Agreement]


     


    

 


 


 


Annex 1


 


[●]