Exhibit 4.10


 


INCENTIVE STOCK OPTION AGREEMENT


PURSUANT TO THE


FALCON MINERALS CORPORATION 


2018 LONG-TERM INCENTIVE PLAN


 


*  *  *  *  *


 


Participant:       


 


Grant Date: 


 


Per Share Exercise Price:  $ 


 


Number of Shares subject to this Option: 


 


*  *  *  *  *


 


THIS INCENTIVE STOCK OPTION AWARD AGREEMENT
(this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Falcon Minerals
Corporation, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Falcon
Minerals Corporation 2018 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”),
which is administered by the Committee; and


 


WHEREAS, it has been determined under
the Plan that it would be in the best interests of the Company to grant the Incentive Stock Option provided for herein to the Participant.


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, and intending to be legally
bound hereby, the parties hereto hereby mutually covenant and agree as follows:


 


1. 
Incorporation By Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless
such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made
a part of and incorporated in this Agreement as if they were each expressly set forth herein.  Any capitalized term not defined
in this Agreement shall have the same meaning as is ascribed thereto in the Plan.  The Participant hereby acknowledges receipt
of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.  In the
event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.


 


2. 
Grant of Option.  The Company hereby grants to the Participant, as of the Grant Date specified above, an Incentive
Stock Option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the
aggregate number of shares of Common Stock specified above (the “Option Shares”).  Except as otherwise
provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended
to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company
for any reason.  The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered
by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made
for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically
provided for in the Plan or this Agreement.


 


3. 
Tax Matters.  The Option granted hereunder is intended to qualify as an “incentive stock option”
under Section 422 of the Code.  Notwithstanding the foregoing, the Option will not qualify as an “incentive stock
option,” in certain situations, including, but not limited to, (a) if the Participant disposes of the Option Shares
at any time during the two-year period following the date of this Agreement or the one-year period following the date of any exercise
of the Option; (b) except in the event of the Participant’s death or Disability, if the Participant is not employed
by the Company, a Parent or a Subsidiary at all times during the period beginning on the date of this Agreement and ending on the
day that is three months before the date of any exercise of the Option; or (c) to the extent that the aggregate fair market
value of the Common Stock subject to “incentive stock options” held by the Participant which become exercisable for
the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000.  For purposes
of clause (c) above, the “fair market value” of the Common Stock shall be determined as of the Grant Date. 
To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of
the Option and shall constitute a separate non-qualified stock option.  In the event that the Participant disposes of the
Option Shares within either two (2) years following the Grant Date or one year following the date of exercise of the Option,
the Participant must deliver to the Company, within seven (7) days following such disposition, a written notice specifying
the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or exchange,
the amount of consideration received.


 



     


     


    

 


4. 
Vesting and Exercise.


 


(a) 
Vesting.  Subject to the provisions of Sections 4(b) and 4(c) hereof, the Option shall vest and become exercisable
as follows, provided that the Participant has not incurred a Termination prior to each such vesting date:


 


	Vesting Date	 	Number of Shares
	[●]	 	[●]


 


There shall be no proportionate or partial vesting in the periods
prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s
continued service with the Company or any of its Subsidiaries on each applicable vesting date.  Upon expiration of the Option,
the Option shall be cancelled and no longer exercisable.


 


(b) 
Committee Discretion to Accelerate Vesting.  Notwithstanding the foregoing, the Committee may, in its sole discretion,
provide for accelerated vesting of the Option at any time and for any reason.


 


(c) 
[Change in Control.]


 


(d) 
Expiration.  Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement,
all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration
of ten (10) years from the Grant Date.


 


5. 
Termination.  Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time
of the Participant’s Termination, shall remain exercisable as follows:


 


(a) 
Termination due to Death or Disability.  In the event of the Participant’s Termination by reason of death or
Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the
date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof.


 


(b) 
Involuntary Termination Without Cause.  In the event of the Participant’s involuntary Termination by the Company
without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the
date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof.


 


(c) 
Voluntary Resignation.  In the event of the Participant’s voluntary Termination (other than a voluntary Termination
described in Section 5(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety
(90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof.


 


(d) 
Termination for Cause.  In the event of the Participant’s Termination for Cause or in the event of the Participant’s
voluntary Termination (as provided in Section 5(c) hereof) after an event that would be grounds for a Termination for
Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination.


 



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(e) 
Treatment of Unvested Options upon Termination.  Any portion of the Option that is not vested as of the date of the
Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.


 


6. 
Method of Exercise and Payment.  Subject to Section 9 hereof, to the extent that the Option has become
vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised
by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein
and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written
form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above
multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.


 


7. 
Non-Transferability.  The Option, and any rights and interests with respect thereto, issued under this Agreement
and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any
beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. 
Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option,
or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this
Agreement and/or the Plan shall be null and void and without legal force or effect.


 


8. 
Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles
thereof.


 


9. 
Withholding of Tax.  The Company shall have the power and the right to deduct or withhold, or require the Participant
to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but
not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to
be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option
and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise
required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant
may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the Option.


 


10. 
Entire Agreement; Amendment.  This Agreement, together with the Plan, contains the entire agreement between
the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings,
whether written or oral, between the parties relating to such subject matter.  The Committee shall have the right, in its
sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan.  This
Agreement may also be modified or amended by a writing signed by both the Company and the Participant.  The Company shall
give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the
adoption thereof.


 


11. 
Notices.  Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall
be deemed duly given only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the Company
shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address
as the Participant may have on file with the Company.


 


12. 
No Right to Employment.  Any questions as to whether and when there has been a Termination and the cause of
such Termination shall be determined in the sole discretion of the Committee.  Nothing in this Agreement shall interfere with
or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment
or service at any time, for any reason and with or without cause.


 



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13. 
Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously consents to the transmission
by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate
business purposes (including, without limitation, the administration of the Plan).  This authorization and consent is freely
given by the Participant.


 


14. 
Compliance with Laws.  The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant
to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state
securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange
Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable
thereto.  The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if
any such issuance would violate any such requirements.


 


15. 
Section 409A.  Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to
be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in
accordance with such intent.


 


16. 
Binding Agreement; Assignment.  This Agreement shall inure to the benefit of, be binding upon, and be enforceable
by the Company and its successors and assigns.  The Participant shall not assign (except in accordance with Section 7
hereof) any part of this Agreement without the prior express written consent of the Company.


 


17. 
Headings.  The titles and headings of the various sections of this Agreement have been inserted for convenience
of reference only and shall not be deemed to be a part of this Agreement.


 


18. 
Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall constitute one and the same instrument.


 


19. 
Further Assurances.  Each party hereto shall do and perform (or shall cause to be done and performed) all such
further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto
reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation
of the transactions contemplated thereunder.


 


20. 
Severability.  The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality
or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations
of the parties hereunder shall be enforceable to the fullest extent permitted by law.


 


21. 
Acquired Rights.  The Participant acknowledges and agrees that:  (a) the Company may terminate or
amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award
or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the
Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits
granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such
salary in the event of severance, redundancy or resignation.


 


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


 




	 	
        FALCON MINERALS CORPORATION

	 	 
	 	By:	                          
	 	Name:	 
	 	Title:	 
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	Name:	 




 



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