EXHIBIT 10.4 



FORM OF NON-STATUTORY STOCK OPTION AGREEMENT


          This STOCK OPTION AGREEMENT (“Agreement”) dated
[___________] 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 [_______]
shares of Common Stock of the Company at a purchase price per share according
to the below schedule (herein called “Option”) pursuant to the Company’s
Amended and Restated 2001 Long Term Incentive Plan (the “Plan”). The Option
shall be classified as a Non-statutory Stock Option as defined in the Plan. 


          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] and an expiration date of [_________].

 


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


          1.3 Subject
to Section 4, the Option shall expire and cease to be exercisable based on the expiration
dates listed above in Section 1.1.


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.

 
	
  

 	
  

 	
  

 
	
           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 

 


2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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
under the Plan 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.


          For all
purposes under the Plan, “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 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



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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
the Plan or 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. 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 oilier property)
for which the record date is prior to the date such stock certificate is
issued.


SECTION 10. 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 $0.01 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 11. 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.


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SECTION 12. 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.


SECTION 13. 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 14. Other Payments Or Awards


          Nothing
contained in this Agreement shall be deemed in any way to limit or restrict the
Company from making any award or payment to the Optionee under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.


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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SECTION 17. Defined
Terms


          All
capitalized terms shall be defined in accordance with the definitions of such
terms as set forth in the Plan, unless otherwise indicated herein.


          IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date and
year designated via signatures below.


	
  

 	
  

 
	
 INTERNATIONAL
 FUEL TECHNOLOGY, INC.

 
	
  

 	
  

 
	

 


 
	
 [Company
 representative]

 	
 Date

 
	
  

 	
  

 
	
 OPTIONEE

 	
  

 
	
  

 	
  

 
	

 


 
	
 [Optionee
 Name]

 	
 Date

 
	
  

 	
  

 
	
 Address:

 	
  

 


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