EXHIBIT 10.11


 


RMR Industrials, Inc. 2015 Equity Incentive
Plan


Nonqualified Stock Option Agreement


 


This Agreement between
RMR Industrials, Inc. (the “Company”) and ______________________ (the “Option Holder”) shall be effective
as of Grant. The Company and Option Holder agree as follows:


 


		1.	Grant of Option. Option Holder is hereby granted a Nonqualified Stock Option (the
“Option”) to purchase Common Stock of the Company pursuant to the RMR Industrials, Inc. 2015 Equity Incentive Plan
(the “Plan”). The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422
of the Code. The Option and this Agreement are subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect. Any terms which are used in this Agreement without being defined and which are defined
in the Plan shall have the meaning specified in the Plan.



 


		2.	Date of Grant. The date of the grant of the Option is _______________________.



 


		3.	Number and Price of Shares. The number of shares as to which the Option is granted
is _______. The purchase price per share is _________.



 


		4.	Vesting. The Option granted hereby shall become vested in and exercisable by Option
Holder as set forth in the following schedule:



 





	 	Number of Shares
	Date	Which Become Exercisable
	 	 
	___________	___________
	___________	___________
	___________	___________
	___________	___________
	___________	___________







 


In order to be eligible to exercise
the Option in accordance with the schedule, the Option Holder must have been continuously employed by, or performing services for,
the Company from the Date of Grant of the Option until the date specified.


 


Acceleration of Exercisability.
Upon a Change in Control, in accordance with and subject to Section 13(a) of the Plan, (i) the entire Option shall immediately
be 100% vested without regard to the schedule contained in this Option Agreement and (ii) the entire Option shall become immediately
exercisable in full during its remaining term, and shall remain so, whether or not the Option Holder remains an employee, director,
or consultant of the Company without any further action or passage of time.


 


		5.	Expiration Date. Unless previously terminated as provided in the Plan, the Option
shall expire and terminate on ___________________________, and in no event shall the Option be exercisable after that date. Upon
the Option Holder’s Termination of Employment, death or Disability, the Option shall expire as provided in Section 7(b)(7)
of the Plan.



 






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		6.	Manner of Exercise. Payment of the exercise price is due in full upon exercise of
your Option. The Option Holder may elect to make payment of the exercise price in cash, certified check, cashier’s check
or other check acceptable to the Company, or pursuant to one of the following methods:



 


		(a)	By delivery of already-owned shares of Common Stock either that the Option Holder has held for
the period required to avoid a charge to the Company’s reported earnings (generally six months) or that the Option Holder
did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. However, an Option Holder may not exercise his or
her Option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation
or agreement restricting the redemption of the Company’s Common Stock.



 


		(b)	By cashless exercise where the Option Holder will receive upon such exercise the Net Number of
shares of Common Stock determined according to the following formula:



 





	Net Number = 	(A x B) - (A x C)	 
	 	B	 







 


For purposes
of the foregoing formula:


A = number of shares of Common
Stock being exercised


B = Fair Market Value of Common
Stock on the date of the cashless exercise


C = exercise
price for the Option


 


		7.	Withholding for Taxes. The Company shall have the right to deduct from Option Holder's
compensation any federal or state taxes required by law to be withheld with respect to the exercise of the Option.



 


		8.	Nontransferability of Option. The Option is not transferable by Option Holder other
than by will or the laws of descent and distribution, and the Option shall be exercisable during Option Holder's lifetime only
by Option Holder. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon the Option, the Option shall immediately become null
and void.



 


		9.	Legends. To the extent certificates representing Common Stock acquired upon exercise
of this Option are issued, such certificates may contain such legends and transfer restrictions as the Company shall deem reasonably
necessary or desirable, including, without limitation, legends restricting transfer of the Common Stock until there has been compliance
with federal and state securities laws and until Option Holder or any other holder of the Common Stock has paid the Company such
amounts as may be necessary in order to satisfy any withholding tax liability of the Company.



 


		10.	Amendment. Subject to the terms and conditions of the Plan, the Board or the Committee
may modify, extend or renew the Option, or accept the surrender of the Option to the extent not theretofore exercised and authorize
the granting of new Options in substitution therefor, except that no such action shall diminish or impair the rights under the
Option without the consent of the Option Holder.



 


		11.	Interpretation. The interpretations and constructions of any provision of and determinations
on any question arising under the Plan or this Agreement shall be made by the Committee, and all such interpretations, constructions
and determinations shall be final and conclusive as to all parties.



 






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		12.	Receipt of Plan. By entering into this Agreement, Option Holder acknowledges (i)
that he or she has received and read a copy of the Plan and (ii) that this Agreement is subject to and shall be construed in accordance
with the terms and conditions of the Plan, as now or hereinafter in effect. By entering into this Agreement, Option Holder further
acknowledges that all grants of Options are determined by the Committee in its sole discretion and that nothing contained in the
Plan or in any grant under the Plan shall confer a right or entitlement to receive any further grants in the future.



 


		13.	Governing Law. This Agreement shall be construed and shall take effect in accordance
with the laws of the State of Nevada, without regard to the conflicts of laws rules of such State.



 


		14.	Miscellaneous. This Agreement constitutes the entire understanding and agreement
of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the parties with respect hereto. If any provision of this
Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other circumstances shall be interpreted so as best to reasonably effect the
intent of the parties hereto. All notices or other communications which are required to be given or may be given to either party
pursuant to the terms of this Agreement shall be in writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the signature of such party. Notice shall be deemed given
on the date of delivery in the case of personal delivery or on the delivery or refusal date as specified on the return receipt
in the case of registered or certified mail. Either party may change its address for such communications by giving notice thereof
to the other party in conformity with the Plan.



 






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IN WITNESS WHEREOF,
the Company by a duly authorized officer of the Company and Option Holder have executed this Agreement, effective as of the date
of grant.


 





	 	RMR Industrials, Inc.
	 	Company
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	 	 
	 	OPTION HOLDER
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	Address	 
	 	 	 
	 	 	 







 








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