Exhibit 10.8


 


SUB-PLAN
TO THE 


NEONODE
INC. 2015 STOCK INCENTIVE PLAN


SWEDISH
TAX RESIDENTS


 


NOTICE OF GRANT OF STOCK OPTION – FINANCIAL
SECURITY 


 


The Participant has been granted an option
– financial security (the “Option”) to purchase certain shares of Common Stock of Neonode Inc.
pursuant to the Sub-Plan to the Neonode Inc. 2015 Stock Incentive Plan (the “Swedish Sub-Plan”), as follows:


 


	Participant:	__________________
	Date of Grant:	__________________
	Number of Option Shares:	__________________
	
        Option Purchase Price:

        (Paid on the Date of Grant)
	__________________
	Option Exercise Price:	__________________
	Option Expiration Date:	The date ten (10) years after the Date of Grant


 


Exercise of Option Shares 


 


This Option is exercisable as of the Date of
Grant subject to the terms of the Swedish Sub-Plan and the Stock Option Agreement (attached).


 


By their signatures below,
the Company and the Participant agree that the Option is governed by this Notice, the Stock Option Agreement, and the Swedish Sub-Plan,
each of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the Plan and
the Stock Option Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts
the Option subject to all of their terms and conditions.


 








	NEONODE
    INC.	 	PARTICIPANT
	 	 	 	 
	By:	 	 	 
	 	 	 	Signature
	Its:	 	 	 
	 	 	 	Date





	Address:	 	 
	 	 	Address



 


ATTACHMENTS: Sub-Plan
to the Neonode Inc. 2015 Stock Incentive Plan, as amended to the Date of Grant; Stock Option Agreement; and Exercise Notice


 




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SUB-PLAN
TO THE 


NEONODE
INC. 2015 STOCK INCENTIVE PLAN


SWEDISH
TAX RESIDENTS


 


STOCK OPTION AGREEMENT


 


Neonode, Inc. has granted to the Participant
named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the
“Stock Option Agreement”) is attached an option (the “Option”) to purchase
certain shares of Common Stock upon the terms and conditions set forth in the Notice and this Stock Option Agreement. The Option
has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Swedish Sub-Plan to the Neonode
Inc. 2015 Stock Incentive Plan (the “Swedish Sub-Plan”), as amended to the Date of Grant, the provisions
of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of, and represents
that the Participant has read and is familiar with the terms and conditions of, the Notice, this Stock Option Agreement and the
Plan, (b) accepts the Option subject to all of the terms and conditions of the Notice, this Stock Option Agreement and the Plan,
and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising
under the Notice, this Stock Option Agreement or the Plan.


 


1.            Definitions
and Construction.


 


1.1            Definitions. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Swedish Sub-Plan.


 


1.2            Construction. Captions
and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this
Stock Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2.            Administration.


 


All questions of interpretation concerning the
Notice, this Stock Option Agreement, the Swedish Sub-Plan or any other form of agreement or other document employed by the Company
in the administration of the Swedish Sub-Plan or the Option shall be determined by the Board. All such determinations by the Board
shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith.
Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the
Swedish Sub-Plan or the Option or other agreement thereunder shall be final, binding and conclusive upon all persons having an
interest in the Option            


 


3.            Termination
of the Option.


 


The Option shall terminate and may no longer
be exercised after the close of business on the Option Expiration Date set forth in the Notice.


 






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4.            Effect
of an Change in Control.


 


In the event of a Change in Control, the surviving,
continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
shall assume and continue in full force and effect the Company’s rights and obligations under this Option.


 


5.            Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall have no rights as a stockholder
with respect to any shares of Common Stock covered by the Option until the date of the issuance of the shares of Common Stock for
which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date the shares are issued. If the Participant is an employee of the Company or an Affiliate, the Participant understands
and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company and Participant,
Participant’s employment is “at will” and is for no specified term. Nothing in this Stock Option Agreement shall
confer upon the Participant any right to continue in as a service provider of the Company or interfere in any way with any right
of the Company to terminate the Participant’s status as a service provider at any time.


 


6.            Waiver
of Acquired Rights


 


6.1            Voluntarily Nature of Swedish
Sub-Plan. The Swedish Sub-Plan is established voluntarily by the Company. It is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Swedish Sub-Plan
and this Stock Option Agreement.


 


6.2            No Rights to Future Stock
Awards. The grant of the Option is voluntary and occasional and does not create any contractual or other right
to receive future grants of Options or other stock awards, or benefits in lieu of Options or other stock awards, even if Options
or other stock awards have been granted repeatedly in the past.


 


6.3            Company Discretion.
All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company.


 


6.4            Voluntary Participation.
The Participant is voluntarily participating in the Swedish Sub-Plan.


 


6.5            Option is not Compensation.
The Option is an extraordinary item that does not constitute compensation of any kind for service rendered to the Company
or Affiliate, and which is outside the scope of the Participant’s employment contract, if any. In addition, the Option is
not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or
similar payments.


 






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6.6            Unknown Value of Underlying
Security. The future value of the underlying share of Common Stock is unknown and cannot be predicted with certainty.
If the Participant obtains shares upon settlement of the Option, the value of those Shares may increase or decrease.


 


7.            Data
Privacy Consent. 


 


7.1            Scope
of Consent.  Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of Participant’s personal data as described in this Stock Option Agreement by and among the Company and Affiliate
for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Swedish Sub-Plan.


 


7.2            Authorization.
Participant understands that the Company or Affiliate holds certain personal information about Participant, including, but not
limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares or directorships held in the company, details of all awards or any other entitlement
to shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing,
administering and managing the plan (“data”). Participant understands that data may be transferred to
any third parties assisting in the implementation, administration and management of the plan, that these recipients may be located
in Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections
than Participant’s country. Participant understands that he or she may request a list with the names and addresses of any
potential recipients of the data by contacting the Participant’s local human resources representative. Participant authorizes
the recipients to receive, possess, use, retain and transfer the data, in electronic or other form, for the purposes of implementing,
administering and managing the Participant’s participation in the Swedish Sub-Plan, including any requisite transfer of such
data as may be required to a broker or other third party with whom the Participant may elect to deposit any shares acquired upon
settlement of the award. The Participant understands that data will be held only as long as is necessary to implement, administer
and manage the Participant’s participation in the Swedish Sub-Plan. The Participant understands that he or she may, at any
time, view data, request additional information about the storage and processing of data, require any necessary amendments to data
or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human
resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may
affect the Participant’s ability to participate in the Swedish Sub-Plan. For more information on the consequences of the
Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact the Participant’s
local human resources representative.


 






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8.            Miscellaneous
Provisions.


 


8.1            Tax
Withholding.


 


(a)            In General. If required,
Participant hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees
to make adequate provision for (including, if necessary or appropriate, making payments in cash or readily available funds), any
sums that may be required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, which arise
in connection with the grant, vesting or exercise of the Option or the issuance of shares of Common Stock in settlement thereof.


 


(b)            Consultation. Participant
hereby acknowledges that s/he understands that Participant may suffer adverse tax consequences as a result of the exercise of the
Option or disposition of the Shares. Participant hereby represents that the Participant has consulted with any tax consultants
the Participant deems advisable in connection with the exercise of the Option or disposition of the shares of Common Stock and
that the Participant is not relying on the Company for any tax advice.


 


8.2            Further Instruments.
The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Stock Option Agreement.


 


8.3            Binding Effect. Subject
to the restrictions on transfer set forth herein, this Stock Option Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


8.4            Integrated Agreement.
The Notice, this Stock Option Agreement and the Swedish Sub-Plan, together with any employment, service or other agreement with
the Participant and Affiliate referring to the Option, shall constitute the entire understanding and agreement of the Participant
and the Company with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings,
restrictions, representations, or warranties among the Participant and the Affiliate with respect to such subject matter. To the
extent contemplated herein or therein, the provisions of the Notice, the Stock Option Agreement and the Swedish Sub-Plan shall
survive any exercise of the Option and shall remain in full force and effect.


 


8.5            Applicable Law. This
Stock Option Agreement shall be governed by the laws of the State of Delaware, USA.


 


8.6            Counterparts. The Notice
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.


 






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Participant: ____________________ 


Date: _________________________


STOCK OPTION EXERCISE NOTICE


 


Neonode Inc.


 


Attention: ________________


________________________


________________________


 


Ladies and Gentlemen:


 


1.            Option. I was granted an option (the “Option”)
to purchase shares of the common stock (the “Common Stock”) of Neonode Inc. (the “Company”)
pursuant to the Company’s Swedish Sub-Plan to the 2015 Stock Incentive Plan (the “Swedish Sub-Plan”),
my Notice of Grant of Stock Option (the “Notice”) and my Stock Option Agreement (the “Stock
Option Agreement”) as follows:


 





	 	Date of Grant:	 	 
	 	 	 	 
	 	Number of Option Shares:	 	 
	 	 	 	 
	 	Exercise Price per Share:	 	$ 	 




 


2.            Exercise of Option. I hereby elect to exercise
the Option to purchase the following number of shares of Common Stock in accordance with the Notice and the Stock Option Agreement:


 





	 	Total Shares Purchased:	 	 
	 	 	 	 
	 	Total Exercise Price (Total Shares  X  Price per Share)	 	$	 




 


3.            Payments. I enclose payment in full of the
total exercise price for the Shares in the following form(s), as authorized by my Stock Option Agreement:


 





	 	__  Cash:	$ 	 
	 	 	 	 
	 	__ Check:	$ 	 
	 	 	 	 
	 	__ Tender of Company Stock:	Contact Plan Administrator
	 	 	 	 
	 	__ Cashless Exercise	Contact Plan Administrator




 






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4.            Tax Withholding. If applicable, I authorize
payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations
of the Company in connection with the Option


 


5.            Participant Information.


 





	 	My address is:	 
	 	 	 
	 	 	 




 





	 	My Tax Identification Number is:	 




 


6.            Binding Effect. I agree that the shares
of Common Stock are being acquired in accordance with and subject to the terms, provisions and conditions of the Notice, the Stock
Option Agreement and the Swedish Sub-Plan, to all of which I hereby expressly assent. This Option Agreement shall inure to the
benefit of and be binding upon my heirs, executors, administrators, successors and assigns.


 


I understand that I am purchasing the Shares
pursuant to the terms of the Swedish Sub-Plan, the Notice and my Stock Option Agreement, copies of which I have received and carefully
read and understand.


 


Very truly yours,


 


 


 






(Signature)


 


Receipt of the above is hereby acknowledged.


 


Neonode Inc.


 





	By:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Dated:	 	 




 


 


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