Form of Stock Option Agreement under 2005 Stock Option Plan


    

      Exhibit
        10.19

       

      


       

      MAGNETECH
        INTEGRATED SERVICES CORP.

      2005
        STOCK OPTION PLAN AGREEMENT

       

      
        	
                Name
                  of Optionee:

              	 	 	
                Type
                  of Shares:

              	
                Common
                  Stock

              
	
                Date
                  of Grant: 

              	 	 	
                No
                  of Shares: 

              	 
	
                Type
                  of Option:

              	 	 	
                Price
                  per Share: 

              	 
	
                [Insert
                  either Incentive Stock Option (“ISO”) or Non-Qualified Stock Option
                  (“NQSO)]

              	 	
                [Price
                  per Share must be at least 100 % of fair market value as of the
                  date of
                  the grant]

              


      

      


       

      This
        Stock Option Agreement (this “Agreement”) by and between MAGNETECH INTEGRATED
        SERVICES CORP. or one of its subsidiaries (collectively herein “MAGNETECH”) and
        the Optionee named above (the “Optionee”) evidences the grant, by MAGNETECH of a
        Stock Option to the Optionee on the date stated above (the “Date of Grant”) and
        the Optionee’s acceptance of such option in accordance with the provisions of
        the Magnetech Integrated Services Corp. 2005 Stock Option Plan Agreement
        (the
“Plan”). MAGNETECH and the Optionee agree as follows:

       

      1. Shares
        Optioned and Option Prices. The
        Optionee is hereby granted a Stock Option (either as an Incentive Stock Option
        (“ISO”) or a Non-Qualified Stock Option (“NQSO”), as designated above) to
        purchase the number of shares of Common Stock of MAGNETECH stated above (the
        “Shares”) at the price per Share stated above which is at least 100% of the fair
        market value [or
        110% if this is an ISO and the shareholder is more than a 10% owner of voting
        stock]
        of such
        Shares as of the date of the grant (“Exercise Price”), subject to the terms and
        conditions of this Agreement and the Plan (the “Option”). [For
        ISO’s insert: The Option is intended to be an Incentive Stock Option within the
        meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
        “Code”).]

       

      2. Exercise
        Period.
        The
        term of the Option is a period of _____ (__) years [not
        to exceed five years]
        years
        from the Date of Grant (the “Option Term”), subject to earlier termination as
        provided below. The option shall be exercisable: [Insert
        one of the following:
        in full
        at any time, prior to its expiration, subject to the exceptions provided
        in
        Paragraph 3 below. OR
        is
        exercisable prior to its expiration in the following installments:
        ______________________________________________, subject to the exceptions
        provided in Paragraph 3 below.] When the Option becomes exercisable with
        respect
        to any Shares, those Shares may be purchased at any time, or from time to
        time,
        in whole or in part, until the Option Term expires, but in no case may fewer
        than ___ Shares be purchased at any one time. Notwithstanding the foregoing,
        the
        Board of Directors of MAGNETECH (the “Board”), at any time may waive any
        exercise restrictions contained in this Paragraph 2 to the extent such exercise
        restrictions are not otherwise required under applicable Plan
        provisions.

       

      3. Exceptions
        Due to Termination of Employment.
        Notwithstanding the provisions of Paragraph 2 above:

       

      
        	 	
                (a)

              	
                In
                  the event the Optionee ceases to be an employee of MAGNETECH prior
                  to age
                  65 for any reason other than death, Disability or Good Reason or
                  termination by MAGNETECH without Cause (as such terms are defined
                  in the
                  Plan), the Option shall be terminated effective immediately on
                  the day
                  prior to the date on which the Optionee’s employment
                  terminates.

              


      

       

      
        	 	
                (b)

              	
                In
                  the event the Optionee ceases to be an employee of MAGNETECH by
                  termination after age 65, by the Optionee for Good Reason or by
                  MAGNETECH
                  without Cause or due to death (as such terms are defined in the
                  Plan), the
                  Option shall become immediately exercisable in full for the three
                  (3)
                  month period commencing on the date of the Optionee’s termination of
                  employment for any of the foregoing reasons and, at the conclusion
                  of the
                  three (3) month period, the Option shall terminate. In the event
                  of
                  termination for Disability (as defined in the Plan), the Option
                  shall
                  become immediately exercised in full for the one year period commencing
                  on
                  the date of the Optionee’s termination of employment for Disability, and,
                  at the conclusion of the one year period, the Option shall terminate.
                  Notwithstanding anything contained herein to the contrary, upon
                  the
                  termination of Optionee’s employment for any of the reasons set forth in
                  this Paragraph 

              


      

       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      3(b),
        the
        Board (in its sole discretion) at any time during the exercise period may
        redeem
        any of the Optionee’s unexercised Options by paying to the Optionee or his or
        her personal representative, an amount equal to the difference between the
        Exercise Price and the then fair market value of the Shares, as determined
        in
        accordance with § 422 of the Code.

       

      4. Exercise.
        The
        Option may be exercised by the Optionee by delivering or mailing a written
        and
        signed notice of the exercise together with full payment of the purchase
        price
        to the President or CFO of MAGNETECH. If any person other than the Optionee
        purports to be entitled to exercise all or any portion of the Option, the
        written notice shall be accompanied by proof, satisfactory to MAGNETECH,
        of that
        entitlement. The written notice shall be accompanied by full payment of the
        Exercise Price. The written notice will be effective and the Option shall
        be
        deemed exercised to the extent specified in the notice on the date that the
        written notice (together with the required payment) is received by the President
        or CFO of MAGNETECH at its then existing executive offices during regular
        business hours.

       

      5. Transfer
        of Shares Upon Exercise. As
        soon
        as practicable after receipt of an effective written notice of exercise and
        full
        payment of the purchase price as provided in Paragraph 4, MAGNETECH shall
        cause
        ownership of the appropriate number of Shares to be transferred to Optionee
        by
        having a certificate or certificates for those Shares registered in Optionee’s
        name and delivering a certificate for such shares to Optionee.

       

      6. Transferability.
        The
        rights under this Agreement may not be transferred except by will or the
        laws of
        descent and distribution, except that this Agreement may be transferred by
        the
        Optionee to a revocable trust, or any other trust qualifying as a “grantor
        trust” under Sections 671-677 of the Internal Revenue Code of 1986, as amended,
        to be held during the lifetime of the Optionee for his or her benefit. The
        rights under this Agreement may be exercised during the lifetime of the Optionee
        only by the Optionee.

       

      7. Notice
        of Transfer.
        With
        respect to ISO’s, Optionee understands and agrees that for tax reasons, it is
        intended that the Optionee will not sell or transfer shares of common stock
        received upon exercise of the Option prior to the later of (a) two (2) years
        from the date of grant of the Option or (b) one (1) year from the date of
        the
        exercise of the Option. To the extent Optionee sells shares prior to the
        later
        of the two dates specified in the preceding sentence, Optionee shall immediately
        notify MAGNETECH in writing of any such sale.

       

      8. Authorized
        Leave Authorized
        leaves of absence from MAGNETECH approved by the Board shall not constitute
        a
        termination of employment for purposes of this Agreement.

       

      9. Shareholder
        Agreement Optionee
        acknowledges that under the Plan, the Board may require that the Optionee
        upon
        purchase of shares execute a form of Shareholder Agreement which could restrict
        the rights of the Optionee to sell, assign, pledge or otherwise transfer
        shares
        except pursuant to terms of such Shareholder Agreement.

       

      10. No
        Right to Continued Service.
        Nothing
        in this Agreement shall be deemed to confer on the Optionee any right to
        continue in the employ of MAGNETECH or to affect any rights of MAGNETECH
        or the
        shareholders of MAGNETECH to terminate the service of the Optionee at any
        time.

       

      11. The
        Plan.
        The
        Option and this Agreement are subject to the provisions of the Internal Revenue
        Code and all the terms, provisions and conditions of the Plan, which is
        incorporated herein by reference, and to such regulations as may from time
        to
        time be adopted by the Board. A copy of the Plan may be obtained from MAGNETECH
        at any time. In the event of any conflict between the provisions of the Plan
        and
        the provisions of this Agreement, the terms, conditions and provisions of
        the
        Plan shall control, and this Agreement shall be deemed to be modified
        accordingly.

       

      12. Notices.
        All
        notices by the Optionee or his or her assigns to MAGNETECH shall be addressed
        to
        Magnetech .Integrated Services Corp., 1125 S. Walnut Street, South Bend,
        Indiana
        46619; Attention: President, or such other address as MAGNETECH may, from
        time
        to time, specify.

       


      
        
          
          

        

        
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            IN
              WITNESS WHEREOF, MAGNETECH, by its duly authorized officer, and the
              Optionee
              have executed this Agreement on the date or dates indicated below,
              effective as
              of _______________________.

             

          

           

          
            	 	
                    MAGNETECH
                      INTEGRATED SERVICES CORP.

                  
	 	 	 
	 	 	 
	 	
                    By:
                      

                  	/s/
                    John A. Martell
	 	 	 
	 	
                    Its:
                      

                  	President
	 	 	 
	 	
                    Dated:
                      

                  	September
                    30, 2005
	 	 	 
	 	 	 
	 	 	 
	 	
                    OPTIONEE

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	
                    ____________________________,
                      Optionee

                  
	 	 	 
	 	
                    Dated:
                      

                  	 


          

          


          


          


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        Exhibit
          1 to 2005 Stock Option Plan Agreement

         

         

        


         

         

        Recipients
          of Stock Options

         

        
          	
                   

                  Grant

                  Date

                   

                	
                   

                  Name

                   

                	
                   

                  Type
                    of Option

                   

                	
                   

                  Number
                    of

                  Shares

                   

                	
                   

                  Price
                    per Share

                   

                	
                   

                  Exercise
                    Period

                   

                	
                   

                  Manner
                    of Exercise

                   

                
	
                   

                  9/30/05

                   

                	
                   

                  Richard
                    J. Mullin

                   

                	
                   

                  Incentive

                   

                	
                   

                  100,000

                   

                	
                   

                  $0.25

                   

                	
                   

                  5
                    Years

                   

                	
                   

                  (1)

                   

                
	
                   

                  9/30/05

                   

                	
                   

                  James
                    M. Lewis

                   

                	
                   

                  Incentive

                   

                	
                   

                  100,000

                   

                	
                   

                  $0.25

                   

                	
                   

                  5
                    Years

                   

                	
                   

                  (1)

                   

                
	
                   

                  9/30/05

                   

                	
                   

                  William
                    Wisniewski

                   

                	
                   

                  Incentive

                   

                	
                   

                  100,000

                   

                	
                   

                  $0.25

                   

                	
                   

                  5
                    Years

                   

                	
                   

                  (1)

                   

                
	
                   

                  9/30/05

                   

                	
                   

                  J.
                    Cullen Burdette

                   

                	
                   

                  Incentive

                   

                	
                   

                  100,000

                   

                	
                   

                  $0.25

                   

                	
                   

                  5
                    Years

                   

                	
                   

                  (1)

                   

                
	
                   

                  9/30/05

                   

                	
                   

                  Anthony
                    W. Nicholson

                   

                	
                   

                  Incentive

                   

                	
                   

                  100,000

                   

                	
                   

                  $0.25

                   

                	
                   

                  5
                    Years

                   

                	
                   

                  (1)

                   

                


        

        


        (1)
          Exercisable in 25% cumulative increments on and after the first four
          anniversaries of grant date.