Exhibit 10.1STOCK OPTION AGREEMENTAGREEMENT, made this *Date*, by and between COHESANT TECHNOLOGIES INC., a Delaware corporationhaving its principal place of business at 5845 West 82nd Street, Indianapolis, Indiana 46278(“Grantor”) and *Employee*(“Optionee”).WITNESSETH:WHEREAS, Optionee is employed by Grantor or one of its subsidiaries; andWHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert the Optionee’sutmost effort to improve the business and increase the assets of the Grantor.NOW, THEREFORE, in consideration of the promises of the Optionee to remain in the continuousservice of the Grantor or its subsidiary, and for other good and valuable consideration, theGrantor hereby grants the Optionee options to purchase Common Stock of the Grantor on thefollowing terms and conditions:1) OPTIONS. Pursuant to its 2005 Long-Term Incentive Plan (the “Plan”), the Grantorhereby grants to Optionee non-qualified stock options (not intended to qualify under Section422A of the Internal Revenue Code of 1986, as amended) to purchase up to *Amount*fully paid andnon-assessable shares of the Common Stock of the Grantor, par value $.001 per share. One-third(1/3) of the foregoing options (rounded down to the nearest whole share) shall becomeexercisable immediately, another one-third (1/3) of the options (rounded down to the nearestwhole share) shall become exercisable on November 30, 2006, and the remaining options shallbecome exercisable on November 30, 2007. The options shall expire, if not previouslyexercised or terminated pursuant to the terms set forth in Section 4, on December 19, 2010.2) PURCHASE PRICE. The exercise price for each share of Common Stock that is subject toan option shall be $*Amount*per share. The Grantor shall pay all original issue or transfertaxes on the exercise of the options and all other fees and expenses necessarily incurred bythe Grantor in connection therewith.3) EXERCISE OF OPTION. The Optionee shall notify the Grantor, in writing, addressed toits principal office, as to the number of shares of Common Stock which Optionee desires topurchase pursuant to the options herein granted, which notice shall be accompanied by payment(by cash, check or as otherwise permitted by the Plan) of the option price therefore asspecified in Paragraph 2 above. As soon as practicable thereafter, the Grantor shall cause tobe delivered to the Optionee certificates issued in
 

 
  the Optionee’s name evidencing the shares of Common Stock purchased by the Optionee.4) OPTION CONDITIONED ON CONTINUED EMPLOYMENT. a) If the Optionee ceases to be employed with Grantor or a subsidiary for any reason otherthan death, disability or termination for cause, such options may be exercised at any timewithin the ninety (90) day period commencing with the date the Optionee ceases to be anemployee, subject to the provisions of subparagraph (d) of this Paragraph 4. b) If the Optionee’s employment with Grantor or a subsidiary is terminated due to death ordisability (as defined in the Plan), such options may be exercised by the Optionee, or theOptionee’s executor, administrator or other legal representative at any time within one (1)year after such termination due to death or disability, subject to the provisions ofsubparagraph (d) of this Paragraph 4. c) If the Optionee ceases to be employed due to termination by Grantor or such subsidiaryfor Cause (as defined in Optionee’s employment agreement or in the employer’s employmentmanual or in the absence of such agreement or employment manual for such reasons as wouldresult in the denial of unemployment benefits under applicable law), such options willterminate immediately upon such termination of employment. d) Options may not be exercised pursuant to this Paragraph 4 except to the extent that theOptionee was entitled to exercise the options at the time of termination of employment, andin no event, may such options be exercised after December 19, 2010.  In the event of a “change in control” of Grantor, Grantor’s Board of Directors may, in itsdiscretion, make all outstanding Options immediately exercisable notwithstanding any vestinglimitation otherwise previously imposed on such Options. Upon such acceleration, the terminationdate of all such Options may be accelerated to the day following the date of the change incontrol. The term “change in control” shall be deemed to have occurred if, as a result of atender offer, merger, consolidation, sale of assets or contested election, or any combination ofthe foregoing transactions (a “Transaction”), the persons who were directors of the Companyimmediately before the Transaction shall cease to constitute a majority of the Board or of anysuccessor to the Company; provided, however, that any Transaction shall not be deemed to be achange in control if the Transaction causing such change shall have been approved by theaffirmative vote of at least a majority of the members of the Board in office immediately priorto the change in control. The Board may also, in its discretion,
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  accelerate the exercisability of Options in circumstances that do not constitute a change incontrol as defined herein.5) DIVISIBILITY; NON-ASSIGNABILITY OF THE OPTIONS. a) Except as otherwise provided herein, the Optionee may exercise the options hereingranted from time to time during the period of their effectiveness with respect to anywhole number of shares included therein, but in no event may the options be exercised as toless than one hundred (100) Shares at any one time, or the remaining Shares covered by theoptions be less than one hundred (100). b) The Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assignor otherwise encumber or dispose of the options herein granted or any interest therein,otherwise than by will or the laws of descent and distribution, and the options hereingranted, or any of them, shall be exercisable during the Optionee’s lifetime only by theOptionee.6) STOCK AS INVESTMENT. By accepting the options herein granted, the Optionee agreesfor himself, his heirs and legatees that any and all shares of Common Stock purchasedhereunder shall be acquired for investment purposes only and not for sale or distribution.Grantor may place a “stop transfer” order with respect to such shares of Common Stock with itstransfer agent and place an appropriate restrictive legend on the stock certificate evidencingsuch shares of Common Stock.7) RESTRICTION ON ISSUANCE OF SHARES. The Grantor shall not be required to issue ordeliver any certificate for shares of Common Stock purchased upon the exercise of any optionsgranted hereunder unless (a) the issuance of such shares of Common Stock has been registeredwith the Securities and Exchange Commission under the Securities Act of 1933, as amended, orcounsel to the grantor shall have given an opinion that such registration is not required and(b) permission for the listing of such shares of Common Stock, if required, shall have beengiven by any national securities exchange on which the shares of Common Stock of the Grantorare, at the time of issuance, listed.8) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. a) In the event of changes in the outstanding shares of Common Stock of the Grantor byreason of stock dividends, stock splits, recapitalizations, reorganizations orliquidations, the number and class of shares of Common Stock as to which the option may beexercised shall be correspondingly increased to reflect an increase in the outstanding            shares of Common Stock or decreased to reflect a decrease in the outstanding shares ofCommon Stock, and the exercise price shall be inversely
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   adjusted by the Grantor so that the aggregate option price for all shares of Common Stockcovered after the change in outstanding shares of Common Stock shall be the same as theaggregate option price for the shares of Common Stock remaining subject to such optionimmediately prior to the change in the outstanding shares of Common Stock. b) Any adjustment in the number of shares of Common Stock shall apply proportionately toonly the unexercised portion of the options granted hereunder. If fractions of a share ofCommon Stock would result from any such adjustment, the adjustment shall be revised to thenext lower whole number of shares of Common Stock.9) NO RIGHTS IN OPTION STOCK. Optionee shall have no rights as a stockholder in respectof shares of Common Stock as to which the options granted hereunder shall not have beenexercised and payment made as herein provided.10) EFFECT UPON EMPLOYMENT. This Agreement does not give the Optionee any right tocontinued employment by the Grantor.11) BINDING EFFECT. Except as herein otherwise expressly provided, this Agreement shallbe binding upon and inure to the benefit of the parties hereto, their legal representativesand assigns.12) AGREEMENT SUBJECT TO PLAN. Notwithstanding anything contained herein to thecontrary, this Agreement is subject to, and shall be construed in accordance with, the termsof the Plan, and in the event of any inconsistency between the terms hereof and the terms ofthe Plan, the terms of the Plan shall govern.13) MISCELLANEOUS. The Agreement shall be construed under the laws of the State ofDelaware, without application to the principles of conflicts of law. Headings have beenincluded herein for convenience of reference only, and shall not be deemed a part of thisAgreement.     COHESANT TECHNOLOGIES INC. ACCEPTED AND AGREED TO:          By:         Robert Pawlak, Chief Financial Officer *Employee*
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