Stock Option Agreement



 Exhibit 4.13 
  
 Nanophase Technologies Corporation 
  
 Stock Option Agreement 
  
 Grant Date:                      
  
 To:
                     
  
 We are pleased to notify you that Nanophase Technologies Corporation, a Delaware corporation (the “Company”), has granted to you an option under the 2004
Nanophase Technologies Corporation Equity Compensation Plan (the “Plan”) to purchase all or any part of an aggregate of up to              shares of the common stock of the
Company (the “Optioned Shares”) at a price of $             per share, subject to the terms and conditions of the Plan and of this Agreement as set forth below. 

 

	1.	Term and Exercise of Option. Subject to the provisions of the Plan and this Agreement, this option may be exercised by you during the option term on or prior to
                     (the “Last Exercise Date”) as follows: 

  

	
	                            
        ,                             -
             Optioned Shares
	                            
        ,                             -
             Optioned Shares
	                            
        ,                             -
             Optioned Shares

  
 Any portion of the
options that you do not exercise shall accumulate and can be exercised by you any time prior to the Last Exercise Date. You may not exercise your option to purchase a fractional share. 
  
 This option may be exercised by delivering to the Secretary of the Company (a) a written Notice of Intention to Exercise in
the form attached hereto as Exhibit A signed by you and specifying the number of Optioned Shares you desire to purchase, and (b) payment in full of the exercise price for all such Optioned Shares in cash, by certified check, or other method of
payment representing immediately available funds. As a holder of an option, you shall have the rights of a shareholder with respect to the Optioned Shares only after they shall have been issued to you upon the exercise of this option. Subject to the
terms and provisions of this Agreement and the Plan, the Company shall use its best efforts to cause the Optioned Shares to be issued as promptly as practicable after receipt of your Notice of Intention to Exercise. 
  

	2.	Termination of Status. This option is a separate incentive and not in lieu of salary or other compensation. This option does not vest you with any right to continue your
status as an employee of the Company (hereafter called your “Status”), nor is the termination of your Status in any way restricted by this Agreement. Subject to the following provisions of this Section 2, and to the terms and provisions of
the Plan, this option will terminate upon and will not be exercisable after termination of your Status with the Company (the “Status Termination Date”). If your Status with the Company is terminated for any reason whatsoever, this option
may not be exercised after the earlier of (a) ninety (90) days from the Status Termination Date, or (b) the Last Exercise Date, and may not be exercised for more than the number of Optioned Shares purchaseable under Section 1 on the Status
Termination Date. 

  

	3.	Non-transferability of Options. This option shall not be transferable and may be exercised only by you. Any purported transfer or assignment of this option shall be void and
of no effect, and shall give the Company the right to terminate this option as of the date of such purported transfer or assignment. No transfer of any beneficial economic interest as described above by you by operation of law shall be effective
unless the Company shall have been furnished with written notice thereof, and such other evidence as the Board of Directors may deem necessary to establish the validity of the transfer and conditions of the option, and to establish compliance with
any laws or regulations pertaining thereto. 









	4.	Disputes. Any dispute which may arise under or as a result of or pursuant to this Agreement shall be finally and conclusively determined in good faith by the Board of
Directors of the Company in its sole discretion, and such determination shall be binding upon all parties. 

  
 Nanophase Technologies Corporation 
  

			
	By:	 	  


	 	 	Its President and Chief Executive Officer

  
 I have carefully read the foregoing
Agreement and the Company’s 2004 Equity Compensation Plan and agree to be bound thereby. I understand that this is not an “incentive stock option” and does not confer any tax benefits. 
  
  

	
	  










 Appendix A 
  
 Notice of Intention to Exercise Stock Options 
  
 The undersigned grantee of a Nanophase Technologies Corporation (the “Company”) Stock Option Agreement dated
            , to purchase up to                      shares of the
Company’s common stock hereby gives notice of his intention to exercise the Stock Option (or a portion thereof) and elects to purchase          shares of the Company’s common stock.

  
 Shares should be issued in the name of the undersigned and should be sent to
the undersigned at: 
  

	
	
	

	
	

	
	


  
 Dated this
     day of             ,         . 
  
 Social Security Number or Employer Identification Number:
            -            -            

  
  

	
	  



  
 Instructions: The exercise of these
stock options is irrevocable and effective on the date the Company has received this Notice of Intention to Exercise Stock Options. The calculation of payment for the exercise will be based on the closing price of the Company’s common stock on
the date of exercise and will include a separate calculation for appropriate federal and state income taxes, if any.