Blueprint





 











 Exhibit 10.4



 



MERIDIAN WASTE SOLUTIONS, INC.



NON-QUALIFIED STOCK OPTION AGREEMENT


 



NON-EMPLOYEE


 


THIS
STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the
1st day of
November, 2016 by and between Meridian Waste Solutions,
Inc. (the
“Company”) and
[●] (the “Optionee”).


 


WHEREAS, pursuant
to the authority of the Board of Directors (the “Board”), the Company has granted
the Optionee the right to purchase common stock, $.025 par value
per share (“Common
Stock”), of the Company pursuant to stock options
granted under the Meridian Waste Solutions, Inc. 2016 Equity and
Incentive Plan.


 


NOW
THEREFORE, in consideration of the mutual covenants and promises
hereafter set forth and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


 



1.           

Grant of Non-Qualified Options.
The Company hereby irrevocably grants to the Optionee, as a matter
of separate agreement and not in lieu of salary or other
compensation for services, the right and option to purchase all or
any part of an aggregate of 75,000 shares of authorized but
unissued or treasury common stock of the Company (the
“Options”) on
the terms and conditions herein set forth. The Common Stock shall
be unregistered under the Securities Act of 1933, as amended (the
“Securities
Act”), unless the Company voluntarily files a
registration statement covering such shares of Common Stock with
the Securities and Exchange Commission. The Options are not
intended to be Incentive Stock Options as defined by Section 422 of
the Internal Revenue Code of 1986, as amended (the
“Code”). This
Agreement replaces any stock option agreement or offer letter
previously provided to the Optionee, if any, with respect to the
Options.






 



2.           

Price. The exercise price of
the shares of Common Stock subject to the Options granted hereunder
shall be $1.00 per share.






 



3.           

Vesting.






 



(a)           

The Options shall
vest in equal amounts over a period of three (3) years at the rate
of Six Thousand Two Hundred Fifty (6,250) shares per fiscal quarter
at the end of such quarter, commencing in the quarter in which the
Optionee enters into this Agreement, and pro-rated for the number
of days the Optioneee serves on the Board during the fiscal
quarter. In lieu of fractional vesting, the number of Options shall
be rounded up each time until fractional Options are
eliminated.






 



(b)           

Subject to Sections
3(c) and 4 of this Agreement, Options may be exercised by providing
to the Company the Notice of Option Exercise in the form attached
hereto as Exhibit A
after vesting, and remain exercisable until 5:30 p.m. New York time
on the date that is the fifth (5th) year anniversary
of the date of this Agreement.






 



(c)           

However,
notwithstanding any other provision of this Agreement, at the
option of the Board in its sole and absolute discretion, all
Options shall be immediately forfeited in the event any of the
following events occur:






 



(i)           

The Optionee
purchases or sells securities of the Company without written
authorization in accordance with the Company’s insider
trading policy then in effect, if any;






 



(ii)           

The Optionee (A)
discloses, publishes or authorizes anyone else to use, disclose or
publish, without the prior written consent of the Company, any
proprietary or confidential information of the Company, including,
without limitation, any information relating to existing or
potential customers, business methods, financial information, trade
or industry practices, sales and marketing strategies, employee
information, vendor lists, business strategies, intellectual
property, trade secrets or any other proprietary or confidential
information or (B) directly or indirectly uses any such proprietary
or confidential information for the individual benefit of the
Optionee or the benefit of a third party;






 



 

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(iii)           

Except as prior
approved by the Board in writing or listed on Schedule I to this Agreement,
the Optionee directly or indirectly owns, manages, controls or
participates in the ownership, management or control of, or is
employed or engaged by or otherwise affiliated or associated as an
officer, director, partner, consultant, independent contractor,
agent, representative or otherwise, with any other person or entity
that competes with the business of the Company or any of its
Affiliates (as defined hereinafter) in any geographical area in
which the Company or any of its Affiliates conducts its business or
promotes its products or services; provided, however, that the ownership
of not more than one percent (1%) of the stock of a company whose
equity interests are publicly traded on a nationally recognized
stock exchange or over-the-counter shall not be deemed a violation
of this provision;






 



(iv)           

The Optionee
disrupts or damages, impairs or interferes with the business of the
Company or its Affiliates by recruiting, soliciting or otherwise
inducing any of their respective employees to enter into employment
or other relationship with any other business entity, or terminate
or materially diminish their relationship with the Company or its
Affiliates, as applicable; or






 



(v)           

The Optionee
solicits or directs business of any person or entity who is (A) a
customer of the Company or its Affiliates at any time or (B)
solicited to be a “prospective customer” of the Company
or its Affiliates, in any case either for such Optionee or for any
other person or entity; provided that the Optionee has actual
knowledge of such prospective customer. For purposes of this clause
(v), “prospective
customer” means a person or entity that contacted, or
is contacted by, the Company or its Affiliates regarding the
provision of services to or on behalf of such person or
entity.






 


(d)           For
purposes of this Agreement, “Affiliate” means with respect to a
person or entity, any other person or entity controlled by, in
control of or under common control with such person or entity, and
“controlled,” “controlled by,” and
“under common control with” shall mean direct or
indirect possession of the power to direct or cause the direction
of management or policies (whether through ownership of voting
securities, by contract or otherwise) of a person or
entity.


 



4.           

Termination of
Relationship.






 



(a)           

If for any reason,
except death or disability as provided below, the Optionee ceases
to perform the services for which the Options were granted, all
unvested options shall be automatically and irrefutably forfeited
effective three months from the date the Board has deemed that the
Optionee has ceased to perform such services, except as otherwise
provided herein.






 



(b)           

If the Optionee
shall die while performing services for the Company, such
Optionee’s estate or any Transferee (as defined hereinafter)
shall have the right within twelve (12) months from the date of
death to exercise the Optionee’s vested Options, subject to
Section 3(c) hereof. For the purpose of this Agreement,
“Transferee”
shall mean an individual to whom such Optionee’s vested
Options are transferred by will or by the laws of descent and
distribution.






 



(c)           

If the Optionee
shall become disabled while performing services for the Company
within the meaning of Section 22(e)(3) of the Code, the three-month
period referred to in Section 4(a) of this Agreement shall be
extended to one year.






 



 

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5.           

Profits on the Sale of Certain Shares;
Redemption. If any of the events specified in Section 3(c)
of this Agreement occur within one (1) year from the last date the
Optionee performed services for which the Options were granted (the
“Termination
Date”), all profits earned from the sale of the
Company’s securities, including the sale of shares of Common
Stock underlying the Options, during the two (2) year period
commencing one (1) year prior to the Termination Date shall be
forfeited and forthwith paid by the Optionee to the Company (and a
copy of the documentation of the sale, including, without
limitation, the purchase price therefor shall be provided to the
Company) within ten (10) days after the Optionee receives written
demand from the Company for such payment. Further, in such event,
the Company may at its option redeem shares of Common Stock
acquired upon exercise of the Options by payment of the exercise
price to the Optionee. The Company’s rights under this
Section 5 do not lapse one year from the Termination Date, but are
a contract right subject to any appropriate statutory limitation
period.






 



6.           

Transfer.                      

No transfer of the
Options by the Optionee by will or by the laws of descent and
distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a
copy of the letters testamentary or such other evidence as the
Board may deem necessary to establish the authority of the estate
and the acceptance by the Transferee or Transferees of the terms
and conditions of the Options.






 



7.           

Method of Exercise. The Options
shall be exercisable by a written notice which shall:






 


(a)           state
the election to exercise the Options, the number of shares to be
exercised, the natural person in whose name the stock certificate
or certificates for such shares of Common Stock is to be registered
and such person’s address and social security number (or if
more than one, the names, addresses and social security numbers of
such persons);


 


(b)           contain
such representations and agreements as to the holder’s
investment intent with respect to such shares of Common Stock as
set forth in Section 11 hereof;


 


(c)           be
signed by the person or persons entitled to exercise the Options
and, if the Options are being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Options; and


 


(d)           be
accompanied by full payment of the purchase or exercise price in
United States dollars in cash or by bank or cashier's check,
certified check or money order.


 


The
certificate or certificates for shares of Common Stock as to which
the Options shall be exercised shall be registered in the name of
the person or persons exercising the Options.


 



8.           

Sale of Shares Acquired Upon Exercise
of Options.






 


Intentionally
Omitted.


 



9.           

Adjustments. Upon the
occurrence of any of the following events, the Optionee’s
rights with respect to Options granted to such Optionee hereunder
shall be adjusted as hereinafter provided unless otherwise
specifically provided in a written agreement between the Optionee
and the Company relating to such Options:






 



(a)           

If the shares of
Common Stock shall be subdivided or combined into a greater or
smaller number of shares, respectively, or if the Company shall
issue any shares of its Common Stock as a stock dividend on its
outstanding shares of Common Stock, the number of shares of Common
Stock deliverable upon the exercise of the Options shall be
appropriately increased or decreased proportionately, and
appropriate adjustments shall be made in the exercise price per
share to reflect such subdivision, combination or stock dividend,
as applicable;






 



 

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(b)           

If the Company is
to be consolidated with or acquired by another entity pursuant to
an acquisition, the board of directors of any entity assuming the
obligations of the Company hereunder (the “Successor Board”) shall either (i)
make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the shares then subject to
such Options the consideration payable with respect to the
outstanding shares of Common Stock of the Company in connection
with such acquisition or (ii) terminate all Options in exchange for
a cash payment equal to the excess of the fair market value of the
shares of Common Stock subject to such Options over the exercise
price thereof;






 



(c)           

In the event of a
recapitalization or reorganization of the Company (other than a
transaction described in Section 9(b) above) pursuant to which
securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, the Optionee
upon exercising the Options shall be entitled to receive for the
purchase price paid upon such exercise, the securities such
Optionee would have received if such Optionee had exercised such
Optionee’s Options prior to such recapitalization or
reorganization;






 



(d)           

Except as expressly
provided herein, no issuance by the Company of shares of Common
Stock of any class or securities convertible into shares of Common
Stock of any class shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or exercise price
of shares subject to Options. No adjustments shall be made for
dividends or other distributions paid in cash or in property other
than securities of the Company;






 



(e)           

No fractional
shares shall be issued and the Optionee shall receive from the
Company cash based on the fair market value of the shares of Common
Stock in lieu of such fractional shares; or






 



(f)           

The Board or the
Successor Board shall determine the specific adjustments to be made
under this Section 9, and its determination shall be conclusive. If
the Optionee receives securities or cash in connection with a
corporate transaction described in Section 9(a), (b) or (c) above
as a result of owning such restricted Common Stock, such securities
or cash shall be subject to all of the conditions and restrictions
applicable to the restricted Common Stock with respect to which
such securities or cash were issued, unless otherwise determined by
the Board or the Successor Board.






 



10.           

Necessity to Become Holder of
Record. Neither the Optionee, the Optionee’s estate,
nor the Transferee have any rights as a shareholder with respect to
any shares of Common Stock covered by the Options until such
Optionee, estate or Transferee, as applicable, shall have become
the holder of record of such shares of Common Stock. No adjustment
shall be made for cash dividends or cash distributions, ordinary or
extraordinary, in respect of such shares of Common Stock for which
the record date is prior to the date on which such Optionee, estate
or Transferee, as applicable, shall become the holder of record
thereof.






 



11.           

Conditions to Exercise of
Options.






 

(a) In order to enable
the Company to comply with the Securities Act and relevant state
law, the Company may require the Optionee, the Optionee’s
estate or any Transferee, as a condition of the exercising of the
Options granted hereunder, to give written assurance satisfactory
to the Company that the shares of Common Stock subject to the
Options are being acquired for such Optionee’s,
estate’s or Transferee’s, as applicable, own account,
for investment only, with no view to the distribution of same, and
that any subsequent resale of any such shares of Common Stock
either shall be made pursuant to a registration statement under the
Securities Act and applicable state law which has become effective
and is current with regard to the shares of Common Stock being
sold, or shall be pursuant to an exemption from registration under
the Securities Act and applicable state law.


 



 

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(b) The Options are
subject to the requirement that, if at any time the Board shall
determine, in its sole and absolute discretion, that the listing,
registration or qualification of the shares of Common Stock subject
to the Options upon any securities exchange, quotation system or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary as a condition of, or in
connection with the issue or purchase of such shares of Common
Stock under the Options, the Options may not be exercised in whole
or in part unless such listing, registration, qualification,
consent or approval shall have been effected.


 



12.           

Duties of Company. The Company
will at all times during the term of the Options:






 


(a)           Reserve
and keep available for issue such number of shares of its
authorized and unissued shares of Common Stock as will be
sufficient to satisfy the requirements of this
Agreement;


 


(b)           Pay
all original issue taxes with respect to the issue of shares of
Common Stock pursuant hereto and all other fees and expenses
necessarily incurred by the Company in connection therewith;
and


 


(c)           Use
its best efforts to comply with all laws and regulations which, in
the opinion of counsel for the Company, shall be applicable
thereto.


 



13.           

Severability. In the event any
parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the
same effect as though the void parts were deleted.






 



14.           

Arbitration. Any controversy,
dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or
enforcement which the parties hereto are unable to resolve by
mutual agreement, shall be settled by submission by either party of
the controversy, claim or dispute to binding arbitration in New
York County, New York (unless the parties agree in writing to a
different location), before a single arbitrator in accordance with
the rules of the American Arbitration Association then in effect.
The decision and award made by the arbitrator shall be final,
binding and conclusive on all parties hereto for all purposes, and
judgment may be entered thereon in any court having jurisdiction
thereof.






 



15.           

Benefit. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and
their legal representatives, successors and assigns.






 



16.           

Notices and Addresses. All
notices, offers, acceptance and any other acts under this Agreement
(except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by FedEx or similar
receipted delivery, or by facsimile delivery as
follows:






 


	
 

	
 The
Optionee:

	
 

	
 [●]


	
 

	
 

	
 

	
 


	
 

	
 The
Company: 


	
 

	
 Meridian Waste
Solutions, Inc.


	
 

	
  


	
 

	
 12540 Broadwell
Road, Suite 2104


	
 

	
  


	
 

	
 Milton, GA
30004


	
 

	
  


	
 

	
 Telephone: (678)
871-7457


	
 

	
  


	
 

	
 







 








 

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with a copy (which
shall not  Lucosky Brookman LLP constitute notice)
to:  


	
 

	
 101 Wood Avenue
South, 5th
Floor


	
 

	
 


	
 

	
 Woodbridge, NJ
08830


	
 

	
  


	
 

	
 Attn: Scott E.
Linsky, Esq.


	
 

	
  


	
 

	
 Facsimile: (732)
395-4400


	
 

	
  


	
 

	
 







 


or to
such other address as either of them, by notice to the other, may
designate from time to time. The transmission confirmation receipt
from the sender’s facsimile machine shall be evidence of
successful facsimile delivery. Time shall be counted to, or from,
as the case may be, the delivery in person or by
mailing.


 



17.           

Attorney’s Fees. In the
event that there is any controversy or claim arising out of or
relating to this Agreement, or to the interpretation, breach or
enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party
shall be entitled from the non-prevailing party to its reasonable
attorneys’ fee, costs and expenses.






 



18.           

Governing Law. This Agreement
and any dispute, disagreement, or issue of construction or
interpretation arising hereunder whether relating to its execution,
its validity, the obligations provided herein or performance, shall
be governed or interpreted according to the laws of the State of
New York without regard to choice of law
considerations.






 



19.           

Oral Evidence. This Agreement
constitutes the entire agreement between the parties hereto and
supersedes all prior oral and written agreements between the
parties hereto with respect to the subject matter hereof. Neither
this Agreement nor any provision hereof may be changed, waived,
discharged or terminated except by a statement in writing signed by
the party or parties against which enforcement or the change,
waiver discharge or termination is sought.






 



20.           

Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one
and the same instrument. The execution of this Agreement may be
made by facsimile signature, which shall be deemed to be an
original.






 



21.           

Section Headings. Section
headings herein have been inserted for reference only and shall not
be deemed to limit or otherwise affect, in any matter, or be deemed
to interpret in whole or in part, any of the terms or provisions of
this Agreement.






 


 





	

 









 

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IN
WITNESS WHEREOF the parties hereto have set their hand the day and
year first above written.


 


 


	

 

	
 MERIDIAN
WASTE SOLUTIONS, INC.

	

 


	

 

	

 

	

 

	

 


	
Date

	
By:  

	
/s/


	

 


	

 

	

 

	
Name: 
Jeffrey
Cosman

	

 


	

 

	

 

	

Title: 
Chief
Executive Officer

	

 


	

 

	

 

	

 
 

	

 


	

 

	OPTIONEE:	

 


	

 

	

 

	

 
 

	

 


	

 

	By:	

 
 

	

 


	

 

	

 

	Name: [●]	

 


	

 

	

 

	Title: Director	

 


	

 

	

 

	
Address: [●]	

 







 





 





	

[Signature page to
Option Agreement]









 

7








 







SCHEDULE I


 


COMPETING
ACTIVITIES


 


 


 


 





	

[Schedule I to
Option Agreement]









 

8








 







EXHIBIT A


 



FORM OF NOTICE OF OPTION EXERCISE


 


 



To:            

Meridian Waste
Solutions, Inc. (the “Company”)






 



(1)            

The undersigned
hereby elects to purchase __________ shares of Common Stock of the
Company (the “Shares”) pursuant to the terms of the
Option Agreement by and between the Company and the undersigned
dated as of ________ ___, 20__, and tenders herewith payment of the
exercise price in full as set forth below.






 



(2)            

Payment shall take
the form of (check applicable box):






 


[ ] in
lawful money of the United States in the form of a check made
payable by the undersigned to the Company;


 


[ ] in
lawful money of the United States in the form of a wire transfer to
the account specified by the Company; or


 


[ ] in
the form of shares of Common Stock pursuant to Section 5(d) of the
Plan.


 



(3)            

Please issue a
certificate or certificates representing the Shares in the name of
the undersigned or in such other name as is specified
below:






 


____________________________________


 


The
Shares shall be delivered via overnight courier (with tracking
information to be provided to the undersigned) to the following
address:


 


_____________________________


_____________________________


_____________________________


Attn:
________________________


Tel:
_________________________


 


 


 


OPTIONEE


 


 


__________________________________


 


 





	

[Exhibit A to
Option Agreement]









 

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