ex43s8.htm

The Company has determined that it is in the best interests of the Company and its shareholders to encourage ownership in the Company by qualified employees, officers, and members of the board of directors of the Company or individuals as may be determined, thereby providing additional incentive for them to continue in the employ of or to provide services to the Company or its affiliates. To that end, a non-qualified stock option is granted by the Board to Holder pursuant, and subject to, the Profire Energy, Inc. 2010 Equity Incentive Plan (the “Plan”) on the following terms and conditions:

Effective as of ___________, 20__, the Company grants to Holder, subject to the terms and provisions set forth hereinafter, in the Notices of Stock Option Grant attached hereto as Exhibit A and in the Plan, the right and option to purchase all or any part of the number of shares set forth in the Notice of Stock Option Grant, of the presently authorized but unissued common stock (“Common Stock”), of the Company at the Exercise Price per Share set forth in the Notice of Stock Option Grant (the option hereby granted being hereinafter referred to as the “Option”).

The Option shall not become exercisable unless and until Holder delivers to the Company a fully executed counterpart hereof. The Option shall be exercisable only in accordance with the Vesting Schedule and the Exercise Schedule set forth on Notice of Stock Option Grant, subject to any termination, acceleration or change in such Exercise Schedule set forth in this Agreement apart from the Notice of Stock Option Grant.

Neither the Option nor any other rights granted under this Agreement may be exercised after the Expiration Date set forth in the Notice of Stock Option Grant and, before that time, the Option may be terminated as hereinafter provided. If Holder does not purchase the full number of shares to which he or she is entitled in any one year, he or she may purchase such shares in any subsequent year until the Expiration Date as set forth in the Notice of Stock Option Grant.

Holder shall exercise the Option, or any portion thereof, by notifying the Company of the number of shares that he or she desires to purchase by delivering a completed Notice of Stock Option Exercise, a copy of which is attached hereto as Exhibit B, and full payment of the total exercise price of the Option, or any portion thereof, being exercised. Such total exercise price shall be payable in cash.

The Company will, as soon as is reasonably possible, notify the Holder of the amount of withholding tax, if any, that must be paid under federal, state and local law due to exercise of the Option. The Company shall have no obligation to deliver certificates for the shares purchased until Holder pays to the Company the amount of withholding sufficient to satisfy such obligation.

If a Holder’s employment (or other service) with the Company terminates either (i) for Cause or (ii) voluntary on the part of the Holder and without Good Reason (as determined by the board of directors, in its sole discretion), the options which have vested, to the extent not previously exercised, will terminate on the date of such termination of employment (or service). If a Holder’s employment or other service with the Company terminates for reasons other than termination that is either (i) for Cause or (ii) voluntary on the part of the Holder and without Good Reason, options under the Plan that have vested may be exercised not later than three (3) months after such termination, but may be exercised only to the extent the options were vested and exercisable on the date of termination, and in no event after ten (10) years from the date of granting thereof. If a Holder’s employment or other service with the Company terminates (i) by reason of disability or (ii) death, options under the Plan that have vested may be exercised not later than one (1) year after such termination, but may be exercised only to the extent the Options were vested and exercisable on the date of termination, and in no event after ten (10) years from the date of granting thereof. Except as may be otherwise provided in this Agreement, the Options granted hereunder shall not be affected by any change of employment so long as Holder continues to be employed by the Company, a Parent Corporation, or a Subsidiary.

“Cause” shall mean, as determined by the board of directors in its sole discretion exercised in a nondiscriminatory manner, (i) the continued failure of the Holder to substantially perform his duties to the Company, a Parent Corporation or a Subsidiary (other than any such failure resulting from disability as defined above), (ii) the engaging by the Holder in willful, reckless or grossly negligent misconduct which is determined by the Board to be materially injurious to the Company or any of its affiliates, monetarily or otherwise, or (iii) the Holder’s pleading guilty to or conviction of a felony.

(i)

a substantial and adverse change in the Holder’s duties, control, authority or status or position, or the assignment to the Holder of any duties or responsibilities which are inconsistent with such status or position, or a reduction in the duties and responsibilities previously exercised by the Holder, or a loss of title, loss of office, loss of significant authority, power or control, or any removal of him from or any failure to reappoint or reelect him to such positions, except in connection with the termination of his employment for Cause or disability (as defined above), or as a result of his death;

5.1 Retirement and Total and Permanent Disability. If a Holder should become permanently and totally disabled while an employee, non-employee director or officer of the Company or while providing other services to the Company, vested options shall become fully exercisable as to all shares subject to them and may be exercised at any time within one (1) year following the date of disability. If a Holder should retire with the written consent of the Company, vested options shall become fully exercisable as to all shares subject to them and may be exercised at any time within three (3) months of such retirement, but in no event after the Expiration Date set forth in Exhibit A.

5.2 Death. If a Holder should die while an employee, non-employee director or officer of the Company or while providing other services to the Company, vested options may be exercised at any time within one (1) year following the date of death. Such vested options may be exercised by the beneficiary designated by the Holder on Exhibit C hereto, in accordance with Section 10 hereto, or, if no beneficiary is designated on Exhibit C, by the executor or administrator of the Holder’s estate, but in no event after the earlier of (i) the date one year following the Holder’s date of death, or (ii) the Expiration Date set forth on Exhibit A hereto.

The Option shall not be transferrable or assignable by the Holder, otherwise than by will or the laws of descent and distribution and the Option shall be exercisable, during the Holder’s lifetime, only by him or, during periods of legal disability, by his legal representative. No Option shall be subject to execution, attachment, or similar process.

In no event may the Option be exercisable to any extent by anyone after the Expiration Date specified in Exhibit A. It is expressly agreed that, anything contained herein to the contrary notwithstanding, this Agreement shall not constitute, or be evidence of, any agreement or understanding, express or implied, that the Company, a Parent corporation or a Subsidiary will employ Holder for any period of time or in any position or for any particular compensation.

Any notice to be given hereunder shall be in writing and shall be addressed to the Company, in care of the Chief Executive Officer, at 321 South 1250 West, Suite 1, Lindon, Utah 84042, and any notice to be given to the Holder shall be addressed to the address designated below the signature appearing hereinafter, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall have been deemed duly given upon three (3) days of sending such notice enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified and deposited (with the proper postage and registration or certificate fee prepaid) in the United States mail.

10.1 Designation of Beneficiary. The Holder shall have the right to appoint any individual or legal entity in writing, on Exhibit C hereto, as his beneficiary to receive any Option (to the extent not previously terminated or forfeited) under this Agreement upon the Holder’s death. Such designation under this Agreement may be revoked by the Holder at any time and a new beneficiary may be appointed by the Holder by execution and submission to the board of directors of a revised Exhibit C to this Agreement. In order to be effective, a designation of beneficiary must be completed by the Holder on Exhibit C and delivered to the board of directors of the Company, or its designee, prior to the date of the Holder’s death. In the absence of such designation, the Holder’s beneficiary shall be the legal representative of the Holder’s estate.

10.2 Incapacity of Holder or Beneficiary. If any person entitled to a distribution under this Agreement is deemed by the board of directors to be incapable of making an election hereunder or of personally receiving and giving a valid receipt for such distribution hereunder, then, unless and until an election or claim therefore shall have been made by a duly appointed guardian or other legal representative of such person, the board of directors may provide for such election or distribution or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such distribution shall be a distribution for the account of such person and a complete discharge of any liability of the board of directors, the Company and the Plan therefore.

Name of Holder Total Number of Stock Options Granted Type of Option:	________________________________ ________________________________ ___ Incentive Stock Option X Nonstatutory Stock Option

Exercise Price Per Share: Date of Grant: Exercise Schedule:	$________ __________________________ Any vested portion of this Option may be exercised, in whole or in part, for 100% of the vested Shares subject to this Option at any time following six months after the Date of Grant through the Expiration Date.

Vesting Schedule:	This Option shall vest over a period of five years from the Date of Grant. One fifth of the total number of Options shall vest each year on the anniversary of the Date of Grant, commencing on the one-year anniversary of the Date of Grant and continuing for a period of five consecutive years. Vesting is contingent upon Holder’s continued employment with the Company on the applicable vesting date.

Expiration Date:	This Option shall expire six years after the Date of Grant.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the 2010 Equity Incentive Plan, the Non-Qualified Stock Option Agreement and this Notice of Stock Option Grant, which is attached as Exhibit A to this Non-Qualified Stock Option Agreement. The Notice of Stock Option Exercise is attached as Exhibit B to the Non-Qualified Stock Option Agreement. The Designation of Beneficiary for the Non-Qualified Stock Option Agreement is attached as Exhibit C to the Non-Qualified Stock Option Agreement.

THE OPTIONS GRANTED PURSUANT TO THIS NOTICE AND THE SHARES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE AND/OR FOREIGN SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

This Notice of Stock Option Exercise needs to be completed and sent to Profire Energy, Inc., (the “Company”) at 321 South 1250 West, Suite 1, Lindon, Utah 84042, each time you exercise an option grant. If you have any questions please review the 2010 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (the “Agreement”) previously delivered to you with the Notice of Stock Option Grant or please contact the Company by mail at the above address or by telephone at (801) 796-5127.

(a) Purchase for Own Account for Investment. Holder is exercising the Option and purchasing the Securities for Holder’s own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Securities within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Holder has no present intention of selling or otherwise disposing of all or any portion of the Securities and no one other than the Holder has any beneficial ownership of any of the Securities.

(b) Access to Information. Holder has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Holder reasonably considers important in making the decision to purchase the Securities, and Holder has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

(c) Understanding of Risks. Holder is fully aware of: (i) the highly speculative nature of the investment in the Securities; (ii) the financial hazards involved; (iii) the lack of liquidity of the Securities and the potential restrictions on transferability of the Securities (e.g., that Holder may not be able to sell or dispose of the Securities or use them as collateral for loans); (iv) the qualifications and backgrounds of the management of the Company; and (v) the tax consequences of investment in the Securities.

(d) Holder’s Qualifications. Holder has a preexisting personal or business relationship with the Company and/or certain of its officers and/or directors of a nature and duration sufficient to make Holder aware of the character, business acumen and general business and financial circumstances of the Company and/or such officers and directors. By reason of Holder’s business or financial experience, Holder is capable of evaluating the merits and risks of this investment, has the ability to protect Holder’s own interests in this transaction and is financially capable of bearing a total loss of this investment.

(f) Restrictions on Transfer. Holder understands that he may not transfer the Securities unless such Securities are registered under the Securities Act or qualified under the Law or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Holder understands that only the Company may file a registration statement with the SEC or any state, local or foreign securities division. Holder has also been advised that exemptions from registration and qualifications may not be available or may not permit Holder to transfer all or any of the Securities in the amounts or at the times proposed by Holder.

(g) Rule 144. In addition, Holder has been advised that if there is not a registration statement in effect with the SEC, Holder may be required to comply with the provisions of SEC Rule 144 promulgated under the Securities Act in order to resale the Securities. Holder understands that Rule 144 permits certain limited sales of unregistered securities, Holder understands further that Rule 144 may or may not be available with respect to the Securities at the time Holder wishes to resale the Securities, and in any event, Rule 144 requires the Securities by held for a minimum of six months, and in certain cases one year, after they have been purchased and paid for (within the meaning of Rule 144), before they may be resold under Rule 144. Holder understands that Rule 144 may indefinitely restrict transfer of the Securities so long as Holder remains an “affiliate” of the Company and “current public information” about the Company (as defined in Rule 144) is not publicly available. Holder understands further that in the event the Company is deemed to be or becomes a “shell company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, the Securities may never become eligible for resale pursuant to Rule 144.

Holder understands that in the event there is not a registration statement in effect with regard to the Securities at the time they are acquired by Holder, certificates or other instruments representing any of the Securities acquired by Holder may bear legends substantially similar to the following, in addition to any legends required by federal or state laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATIONS OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITY LAWS.

The undersigned agrees that, in order to ensure and enforce compliance with the restrictions imposed by applicable laws and those referred to in the foregoing legends, or elsewhere herein, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, with respect to any certificate or other instrument representing the Securities, or if the Company transfers its own securities, that it may make appropriate notations to the same effect in the Company’s records.

Holder agrees in connection with any registration of the Company’s securities under the Securities Act that, upon request of the Company or the underwriters managing any registered public offering of the Company’s securities, Holder will not sell or otherwise dispose of any Securities without the prior written consent of the Company or such managing underwriters, as the case may be, for a period of time (not to exceed 180 days) after the effective date of such registration requested by such managing underwriters and subject to all restrictions as the Company or the managing underwriters may specify for employee-shareholders generally.

If I shall cease to be employed or engaged by the Company, a Parent Corporation or a Subsidiary by reason of my death, or if I shall die after I have terminated my employment or engagement with the Company, a Parent Corporation or a Subsidiary, but, prior to the expiration of the Option (as provided in the Agreement), then all rights to the Option granted under this Agreement that I hereby hold upon my death, to the extent not previously terminated or forfeited, shall be transferred to ___________________________ (insert name of beneficiary) in the manner provided for in the Plan and the Agreement.

Holder		Profire Energy, Inc., a Nevada corporation


By:		By: Brenton W. Hatch
Address:		Title: Cheif Executive Officer

Holder:	Profire Energy, Inc.
By: _____________________________	By:________________________________
Name: ___________________________	Name: Brenton W. Hatch Title: Chief Executive Officer