Exhibit 10.3


 








[Participant Name]


NSO


  


Stock Option Agreement


  


(Nonstatutory Stock Option Granted Under


F5 Finishes, Inc. 2019 Incentive Stock Plan)


  


Subject to the following terms, F5 Finishes,
Inc., a Delaware corporation (the Company), grants to the following employee of the Company (Grantee), as of the
following grant date (the Grant Date), an nonstatutory stock option (the Option) to purchase the following number
of shares of the Company’s common stock, par value $.01 per share (the Option Shares), at the following purchase
price per share (the Exercise Price), exercisable in installments in accordance with the following vesting schedule, subject
to expiration on the following expiration date (the Expiration Date):


 


	 	Grantee: 	 	 
	 	 	 	 
	 	Grant Date: 		 
	 	 	 	 
	 	Number of Option Shares:	 	 
	 	 	 	 
	 	Exercise Price:	 	 
	 	 	 	 
	 	Vesting Schedule: 		 
	 	 	 	 
	 	Expiration Date: 	 	 


 


Terms of Option


 


1. Plan


 


The Option has been granted under the F5
Finishes, Inc. 2019 Incentive Stock Plan (the Plan), which is incorporated in this Agreement by reference. Capitalized terms
used in this Agreement without being defined (for example, the term “Committee”) have the same meanings that they have
in the Plan.


 


2. Vesting
and Exercisability


 


The Option may be exercised in whole or
in part at any time prior to its Expiration Date to the extent that it is vested at the time of exercise. Any vested portion of
the Option that remains unexercised shall expire on the Option’s Expiration Date, subject to earlier expiration as provided
in Paragraph 5 of this Agreement.


 


Any unvested portion of the Option shall
expire on Grantee’s Termination Date unless Grantee’s Termination occurs by reason of his or her death, in which case
the Option shall become fully vested as of Grantee’s Termination Date.


 


Unless this Award or an individual severance
or employment agreement to which Grantee is a party provides otherwise, the provisions of Article 7 of the Plan with respect to
a Change of Control shall be applicable to this Award.


 






     


     


    

 


3. Manner
of Exercise


 


The Option may be exercised in respect of
a whole number of Option Shares (and only in respect of a whole number) by:


 


(a) written
notice of exercise to the Committee (or the Committee’s designee) at the Company’s principal executive offices which
is received prior to the Option’s Expiration Date; together with


 


(b) full
payment of the Exercise Price of the Option Shares in respect of which the Option is exercised; and


 


(c) full
payment of an amount equal to the Company’s federal, state and local withholding tax obligation, if any, in connection with
the Option’s exercise.


 


In addition, the exercise of the Option
shall be subject to any procedures and policies in effect at the time of exercise that the Committee has adopted to administer
the Plan.


 


4. Manner
of Payment


 


Grantee’s payment of the Exercise
Price of the Option Shares in respect of which the Option is exercised, and his or her payment of the Company’s withholding
tax obligation, if any, in connection with the exercise, shall be made by check or by a wire transfer of immediately available
funds.


 


Payment also may be made by means of a “cashless”
net exercise through a broker approved by the Committee for the purpose, pursuant to which the full amount due to the Company is
remitted directly by the broker from the net proceeds of the sale of a sufficient number of Option Shares. Payment may also be
made in any other manner authorized by the Plan and specifically permitted by the Board at the time of exercise.


 


5. Early
Expiration of Vested Portion of Option


 


The vested portion of the Option shall expire
as follows:


 


(a) if Grantee incurs a Termination by reason
of his or her death, the Option shall expire on the earlier of the first anniversary of Grantee’s Termination Date or the
Option’s Expiration Date; and


 


(b) if
Grantee incurs a Termination for any reason other than Grantee’s death, the Option shall expire on the earlier of 90 days
after Grantee’s Termination Date or the Option’s Expiration Date.


 


In any case, the exercisability of the Option
may be extended by the Committee, in the Committee’s sole discretion, to any date ending on or before the Option’s
Expiration Date.


 






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6. Confidentiality
and Nonsolicitation Agreement – Not Applicable if Grantee is an Outside Director


 


This Agreement and the grant of the Option
are subject to Grantee’s (i) entering into the confidentiality and nonsolicitation agreement which has been provided to Grantee
if Grantee has not previously entered into such agreement in connection with Grantee’s receipt of an Award under the Plan
(the Nonsolicitation Agreement) or (ii) Grantee’s reaffirmation of the Nonsolicitation Agreement that Grantee previously
entered into in connection with Grantee’s receipt of an Award under the Plan.  The Company would not have granted the
Option to Grantee without Grantee’s entering into or reaffirming the Nonsolicitation Agreement.


 


7. Transferability


 


The Option may not be transferred, assigned
or pledged (whether by operation of law or otherwise), except (i) as provided by will or the applicable laws of intestacy or (ii)
in accordance with Section 5.6 of the Plan. The Option shall not be subject to execution, attachment or similar process.


 


8. Interpretation


 


This Agreement is subject to the terms of
the Plan, as the Plan may be amended, but except as required by applicable law, no amendment of the Plan after the Grant Date shall
adversely affect Grantee’s rights in respect of the Option without Grantee’s consent.


 


If there is a conflict or inconsistency
between this Agreement and the Plan, the terms of the Plan shall control. The Committee’s interpretation of this Agreement
and the Plan shall be final and binding.


 


9. No
Right to Employment


 


Nothing in this Agreement shall be considered
to confer on Grantee any right to continue to be employed by the Company or a Subsidiary or to limit the right of the Company or
a Subsidiary to terminate such employment.


 


10. No
Stockholder Rights


 


Grantee shall not have any rights as a stockholder
of the Company in respect of any of the Option Shares unless and until Option Shares are issued to Grantee following his or her
exercise of the Option.


 


11. Governing
Law


 


This Agreement shall be governed in accordance
with the laws of the State of Delaware.


 


12. Recovery
of Compensation


 


This Award is subject to the requirements
of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded
compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the Company in accordance with
such rules and regulations or any compensation recovery policy otherwise required by applicable law, and (iii) any clawback policy,
as in effect from time to time, adopted by the Company, all to the extent determined by the Committee to be applicable to Grantee.
In addition, if Grantee receives any amount in excess of what Grantee should have received under the terms of this Award for any
reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error),
then Grantee shall be required to repay any such excess amount to the Company.


 






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13. Binding
Effect


 


This Agreement shall be binding on the Company
and its successors and on Grantee and Grantee’s heirs, legatees and legal representatives.


 


14. Effective
Date


 


This Agreement shall not become effective
until Grantee’s acceptance of this Agreement and the acceptance or reaffirmation of the Nonsolicitation Agreement. Upon
Grantee’s acceptance of this Agreement and the acceptance or reaffirmation of the Nonsolicitation Agreement, this Agreement
shall become effective, retroactive to the Grant Date, without the necessity of further action by either the Company or Grantee.
Notwithstanding the foregoing, the effectiveness of the Award is not conditional on the acceptance or reaffirmation of the Nonsolicitation
Agreement if Grantee is an Outside Director.


 


 


[Signature page follows]


 






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	 	 	F5 Finishes, Inc.  
	 	 	 	 
	 	 	By	 
	 	 	 	Michael Patton 
	 	 	 	President & Chief Executive Officer




 


Acceptance by Grantee


 


I accept this Stock Option Agreement and
agree to be bound by all of its terms. I acknowledge receipt of a copy of the Plan and, unless I am an Outside Director, I (i)
agree to enter into the Nonsolicitation Agreement, a copy of which I acknowledge receipt, if I have not previously entered into
such agreement in connection with the receipt of an Award under the Plan or (ii) reaffirm the Nonsolicitation Agreement that I
have previously entered into in connection with the receipt of an Award under the Plan.


 





	 	 	 
	 	 	[signature of Grantee]
	 	 	 
	 		Grantee’s address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 





 


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