EXHIBIT 10.5 



FORM OF NON-STATUTORY STOCK OPTION AGREEMENT


          This
STOCK OPTION AGREEMENT
(“Agreement”) dated [________], (“Grant Date”) is between INTERNATIONAL FUEL TECHNOLOGY, INC. (the
“Company”), a Nevada corporation, and [Optionee], a(n) [employee and/or
(non-employee) Director or non-employee Consultant] of the Company (the
“Optionee”). 


          In
consideration of the foregoing and of the mutual undertakings set forth in this
Agreement, the Company and the Optionee agree as follows: 


SECTION 1. Grant
of Option 


          The
Company hereby grants (the “Grant”) to the Optionee an option to purchase
purchase [___________] shares of Common Stock of the Company at a purchase
price per share according to the below schedule (herein called “Option”). 


          The
underlying shares of Common Stock to be issued pursuant to this Agreement have
not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws, and may not be sold or
transferred or offered for sale or transfer unless a registration statement
under the Securities Act and other applicable securities laws with respect to
such securities is then in effect, or in the opinion of counsel, such
registration under the Securities Act and other applicable securities laws is
not required. 


          The
Optionee and the Company agree that in order for the Option Grant to be legally
binding, both the Optionee and the Company must sign this Agreement. 


          Exercisability:



          1.1
The Option shall vest and become exercisable as follows:


	
  

 	
  

 
	
  

 	
 [__________]
 shares at an exercise price of $[_________] with [vesting criteria and/or
 vesting date].

 



          1.2
The Option may be partially exercised from time to time within the limitations
on exercisability set forth in Section 2.


          1.3
The Option shall expire and cease to be exercisable after [expiration date].


SECTION 2. Method
of Exercise 


          The
Option or any part thereof may be exercised by (i) Optionee giving written
notice to the Company, which notice shall state the election to exercise the
Option and the number of whole shares of Common Stock with respect to which the
Option is being exercised and (ii) Optionee providing the Company with full
payment for the aggregate exercise price for the shares being purchased. The
Optionee may also exercise any part of the Option in a cashless transaction
with a registered broker-dealer acting on behalf of the Optionee. 





SECTION 3. Termination
of Option 


          3.1
Unvested Options. If the Optionee ceases to be an Employee or Consultant of the
Company due to termination by the Company For Cause or termination by the
Optionee without Good Reason, all non-vested Options will automatically expire.
If termination of employment by the Company is not For Cause or termination by
Optionee is for Good Reason (other than Optionee’s Disability or death), all
Options vest immediately. Such vested Options will then expire according to the
provisions set forth in Section 3.2 below. Upon the Optionee’s death or
Disability, all non-vested Options shall terminate. 


          3.2 Vested
Options. In the event the Optionee of a Non-statutory Stock Option ceases to be
an Employee, Consultant or Director of the Company for any reason, the Optionee
(or in the event of the Optionee’s death, a legal representative of the
Optionee) may exercise all vested Options (to the extent that the Optionee was
entitled to exercise such Options as of the date of termination) within the
expiration of the term of the Options as set forth in the Option Agreement. If,
after termination, the Optionee does not exercise the Options within the time
specified herein, the Options shall terminate. 


          3.3
References herein to an individual’s “Employment” shall include any and all
periods during which such individual (i) is a common law employee of the
Company, or (ii) serves as an officer or director of or consultant to the
Company, but is not otherwise a common law employee of the Company. The
Optionee shall be deemed to have terminated employment when the Optionee
completely ceases to be employed (within the meaning of the preceding sentence)
by the Company. The Board of Directors (“Board”) of the Company may in its
discretion determine (i) whether any leave of absence constitutes a termination
of employment within the meaning of this Agreement, and (ii) the impact, if
any, of any such leave of absence on the Option granted under this Agreement. 


          3.4
“Disability” means that (i) the Optionee has been unable, for a period of one
hundred and eighty (180) days to perform his duties, as a result of physical or
mental illness or injury, and (ii) a physician selected by the Company or its
insurers, and acceptable to the Optionee or the Optionee’s guardian or legal
representative, has determined that the Optionee’s incapacity is total and
permanent. 


          3.5
Termination of employment by the Company “For Cause” shall mean: 


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 any fraud, embezzlement or other dishonesty of the Optionee that
 materially and adversely affects the Company’s business or reputation; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 disclosure to any party outside the Company any of the Confidential
 Information as hereinafter defined; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 the refusal by Optionee to perform his material duties and
 obligations hereunder; or Optionee’s willful and intentional misconduct in
 the performance of his material duties and obligations. 

 


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          3.6
Termination of “employment” by the Optionee for “Good Reason” means: 


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 the assignment to the Employee of any duties inconsistent in any
 respect with employment agreements and/or consulting agreements (if
 applicable), other than actions that are not taken in bad faith and are
 remedied by the Company within fifteen (15) days after receipt of notice
 thereof from the Optionee; 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 any failure by the Company to comply with any provision of with
 employment agreements and/or consulting agreements (if applicable), other
 than failures that are not taken in bad faith and are remedied by the Company
 within fifteen (15) days after receipt of notice thereof from the Optionee;
 or 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 the occurrence of a Change in Control of the Company. 

 



SECTION 4. Non-assignability



          No
right granted to the Optionee under this Agreement shall be assignable or
transferable without the prior written consent of the Company. The Company
shall not unreasonably withhold such consent. 


SECTION 5. Withholding
Taxes


          Whenever
shares of Common Stock are to be delivered upon exercise of the Option, the
Company shall be entitled to require as a condition of delivery that the
Optionee remit an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto. 


SECTION 6. Adjustments
on Changes in Capitalization 


          In
the event of any increase or decrease, after the date of this Agreement, in the
number of issued shares of Common Stock resulting from the subdivision or
combination of shares of Common Stock or other capital adjustments, or the
payment of a stock dividend, or other increase or decrease in such shares
affected without receipt of consideration by the Company, the number of shares
subject to the Option and the purchase price set forth in Section 1.1 shall be
proportionately adjusted, provided, however, that any Option to purchase
fractional shares resulting from any such adjustment shall be eliminated. 


SECTION 7. Change
of Control 


          In
the event that the Company undergoes a Change of Control, then all outstanding
Options will vest immediately and be exercisable for a period of one year from
the date upon which the Change of Control occurs. 


          “Change
of Control” shall mean (i) a merger or consolidation of the Company with or
into another entity, or the exchange of securities (other than a merger or
consolidation) by the holders of the voting securities of the Company and the
holders of voting securities of any other entity, in which the shareholders of
the Company immediately before the transaction do not own 


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50% or more of
the combined voting power of the voting securities of the surviving entity or
its parent immediately after the transaction; (ii) a dissolution of the
Company; (iii) a transfer of all or substantially all of the assets of the
Company in one transaction or a series of transactions occurring within a
twelve month period to a “Person” or “Group” (as defined below); (iv) a
transaction or a series of transactions occurring in which a Person or Group
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of the
Company’s then outstanding securities; or (v) a majority of the members of the
Company’s Board is replaced during any twelve month period by directors whose
appointment or election is not endorsed by a majority of the Company’s Board
prior to the date of the appointment or election; provided, however, that a
“Change of Control” shall not be deemed to have occurred if the ownership of
50% or more of the combined voting power of the surviving corporation, asset
transferee, or Company (as the case may be), after giving effect to the
transaction or series of transactions, is directly or indirectly held by (A) a
trustee or other fiduciary under an employee benefit plan maintained by the
Company or any Subsidiary, (B) one or more of the “executive officers” of the
Company that held such positions prior to the transaction or series of
transactions, or any entity, Person or Group under their control, or (C) one or
more members of “senior management” as designated by the Chief Executive Officer
from time to time, that held such positions prior to the transaction or series
of transactions, or any entity, Person or Group under their control. As used
herein, “Person” and “Group” shall have the meanings set forth in Sections
13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“1934 Act”), and “executive officer” shall have the meaning set forth in Rule
3b-7 promulgated under the 1934 Act. “Group” shall further be determined by the
Plan Administrator to constitute “more than one person acting as a group.” 


SECTION 8. Right
of Discharge Reserved 


          Nothing
in this Agreement shall confer upon the Optionee the right to continue in the
employment, or service of the Company, or affect any right which the Company
may have to terminate the employment or service of the Optionee. 


SECTION 9. Piggyback
Registration Rights 


          If
the Company at any time proposes to register any of its equity securities under
the Securities Act, and the registration form to be used may be used for the
registration of any registrable securities (“Registrable Securities”), it will
at such time give notice to all holders of Registrable Securities of its
intention to do so and, upon the written request of any holder of Registrable
Securities given to the Company within 5 days after the Company has given any
such notice (which request shall specify the Registrable Securities intended to
be disposed of by such holder and the intended method of disposition thereof),
the Company will use commercially reasonable efforts to effect the registration
under the Securities Act of all Registrable Securities that the Company has
been so requested to register by the holders thereof, to the extent required to
permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be registered, provided that:  


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 If, at any
 time after giving written notice of its intention to register any securities
 and prior to the effective date of the registration statement filed in
 connection with such registration, the Company’s Board of Directors (the
 “Board”) shall determine, in its reasonable discretion, not to register such
 securities, the Company may, at its 

 


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 election,
 give notice of such determination to each holder of Registrable Securities
 that was previously notified of such registration and, thereupon, shall not
 register any Registrable Securities in connection with such registration; and
 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 If the
Company shall be advised in writing by the managing underwriters (or, in
connection with an offering which is not underwritten, by an investment
banker) that in their or its opinion the number of securities requested to be
included in such registration exceeds the largest number that can be sold in
an orderly manner in such offering without adversely affecting the price
range of such offering, the Company shall include in such registration
statement to the extent of the number which the Company is so advised can be
sold in such offering without material adverse effect, first, the securities,
if any, being sold by the Company, and second, the Registrable Securities, on
a pro rata basis (based on the
number of shares of Registrable Securities requested to be so included in
such registration.  

 



SECTION 10. No
Rights as a Stockholder 


          The
Optionee shall not have any rights as a stockholder with respect to any shares
subject to the Option until the date of the issuance of a stock certificate to
Optionee for such shares. Except for adjustments made pursuant to Section 6, no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such stock certificate is
issued. 


SECTION 11. Definition
of Common Stock 


          The
term “Common Stock” as used in this Agreement means the shares of voting common
stock of the Company, par value $.01 per share, as constituted on the date of
this Agreement and any other shares into which such common stock shall
thereafter be changed by reason of recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like. 


SECTION 12. Section
Headings 


          The
section headings contained herein are for the purpose of convenience only and
are not intended to define or limit the contents of said sections. 


SECTION 13. Notices



          Any
notice to be given to the Company or the Committee hereunder shall be in
writing and shall be addressed to the Company at 7777 Bonhomme Avenue, Suite
1920, St. Louis, Missouri 63105, or at such other address as the Company may
hereafter designate to the Optionee by notice as provided herein. Any notice to
be given to the Optionee hereunder shall be addressed to the Optionee at the
address set forth beneath Optionee’s signature hereto, or at such other address
as the Optionee may hereafter designate to the Company by notice as provided
herein. Notices hereunder shall be deemed to have been duly given when
personally delivered or mailed by registered or certified mail to the party
entitled to receive the same. 


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SECTION 14. Successors
and Assigns 


          This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and the successors and assigns of the Company, the heirs and personal
representatives of the Optionee. 


SECTION 15. Modification
Of Agreement 


          At
any time and from time to time the Company may modify, extend or renew the Option;
provided that no such modification, extension or renewal may (i) impair the
Optionee’s rights under the Option in any respect (without the Optionee’s
consent) or (ii) conflict with applicable rules under the Securities Act of
1934. 


SECTION 16. Governing
Law 


          This
Agreement shall be governed in all respects, including as to validity,
interpretation and effects, by the laws of the State of Missouri, without
giving effect to its principles or rules of conflict of laws to the extent such
principles or rules would require or permit the application of the laws of
another jurisdiction. The parties hereto hereby irrevocably submit to the
exclusive jurisdiction of the federal courts of the United States of America,
in each case located in the State of Missouri, City and County of Saint Louis,
solely in respect to any dispute or lawsuit arising out of the interpretation
and enforcement of the provisions of this Agreement and any and all documents
referred to in this Agreement, and hereby waive, and agree not to assert, as a
defense in any action, suit or proceeding for the interpretation or enforcement
hereof, that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in such courts or that the venue thereof
may not be appropriate or that this Agreement may not be enforced in or by such
courts, and the parties hereto irrevocably agree that all claims with respect
to such action or proceeding shall be heard and determined in such a Missouri
federal court. 


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          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written. 


	
  

 	
  

 
	
  

 	
 INTERNATIONAL
 FUEL TECHNOLOGY, INC.

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
  

 
	
  

 	
 Date:

 
	
  

 	
  

 
	
  

 	
 OPTIONEE

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 [Optionee
 Name]

 
	
  

 	
 Address:

 
	
  

 	
  

 
	
  

 	
 Date:

 


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