Exhibit 10.2


 


22ND CENTURY GROUP, INC.


2021 OMNIBUS INCENTIVE PLAN


STOCK OPTION AWARD AGREEMENT


 


	 	 




	 	 




	 	 




 


Dear ______________:


 


You have been granted an option (this “Option”)
to purchase shares of the common stock of 22nd Century Group, Inc. (the “Company”) pursuant to the Company’s
2021 Omnibus Incentive Plan (the “Plan”) and this Stock Option Award Agreement (this “Option Agreement”).
This Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement. Additional provisions regarding
this Option and definitions of capitalized terms used and not defined in this Option Agreement can be found in the Plan.


 


	Grant Date:	
    _____________ ___, 20__

     

	Type of Option:	
     ̈
    Incentive Stock Option

      ̈
    Nonqualified Stock Option

     

	
    Number of Option Shares:

     
	
    ___________

     

	
    Exercise Price per Share:

     
	
    $__.__

     

	Term:	
    This Option shall expire on the tenth anniversary
    of the Grant Date (the “Expiration Date”), unless terminated earlier pursuant to the terms of this Option Agreement
    or the Plan. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and is granted to an employee who,
    at the time of the grant, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent (10%) of the
    total combined voting power of all classes of stock of the Company or of any Subsidiary, then the Expiration Date shall mean the fifth
    anniversary of the Grant Date.

     

    Upon termination or expiration of this Option,
    all your rights hereunder shall cease.

     

	Vesting:	
    This Option will vest on the __________ anniversary
    of the Grant Date, provided that you are continuously employed with or in the service of the Company or its Affiliates through such anniversary
    date.

     

    The vesting of this Option may be accelerated
    in the Administrator’s sole discretion if it determines circumstances so warrant.

     




 






     


     


    

 


	Termination of Employment:	
    The following conditions apply in the event that
    your employment or service with the Company and its Affiliates is terminated prior to the Expiration Date of this Option. In no event,
    however, will the time periods described herein extend the term of this Option beyond its Expiration Date or beyond the date this Option
    is otherwise cancelled or terminates pursuant to the provisions of the Plan.

     

    a.         
    Termination Other than As a Result of Death, Disability or Cause. If your employment or service terminates (at a time when you
    could not have been terminated for Cause) other than by reason of your death or Disability and other than for Cause, then the unvested
    portion of this Option shall automatically terminate immediately and the vested portion of this Option shall automatically terminate 90
    days after the date of such termination.

     

    b.         
    Termination for Cause. If your employment or service terminates for Cause, then this Option shall automatically terminate immediately
    on the date of such termination.

     

    c.         
    Termination As a Result of Death or Disability. If your employment or service terminates by reason of your death or Disability
    (at a time when you could not have been terminated for Cause), then the unvested portion of this Option shall automatically terminate
    immediately and the vested portion of this Option shall automatically terminate 12 months after such termination.

     

    d.         
    Determination of Cause After Termination. Notwithstanding the foregoing, if after your employment or service terminates the Company
    determines that it could have terminated you for Cause had all relevant facts been known at the time of your termination, then the Company
    may terminate this Option immediately upon such determination, and you will be prohibited from exercising this Option thereafter. In such
    event, you will be notified of the termination of this Option.

     

    If the date this Option terminates as specified
    above (other than as a result of a termination for Cause) falls on a day on which the stock market is not open for trading or on a date
    on which you are prohibited by Company policy (such as an insider trading policy) from exercising the Option, the termination date shall
    be automatically extended to the first available trading day following the original termination date, but not beyond the Expiration Date.






 






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	Manner of Exercise:	
    You may exercise this Option only if it has not
    been forfeited or has not otherwise expired, and only to the extent this Option is vested. To exercise this Option, you must comply with
    such exercise and notice procedures as the Administrator may establish from time to time, including, without limitation, payment of the
    exercise price and any applicable tax withholding amounts. Unless otherwise determined by the Administrator, the payment of the exercise
    price and applicable tax withholding amounts may be made at your election (i) in cash or its equivalent (e.g., by check), (ii) in Shares
    having a Fair Market Value equal to the aggregate exercise price for the Shares being purchased and satisfying such other requirements
    as may be imposed by the Administrator (provided that such Shares have been held by the Participant for no less than six months or such
    other period, if any, as established from time to time by the Administrator to avoid adverse accounting treatment under generally accepted
    accounting principles), (iii) partly in cash and partly in such Shares, or (iv) by having the Company withhold from the Shares otherwise
    issuable upon exercise a whole number of shares with a Fair Market Value equal to the exercise price and applicable tax withholding amounts
    and issuing the net number of remaining Shares to you; provided that, if the whole number of Shares does not exactly equal the exercise
    price and applicable tax withholding amounts, then the Company will withhold the whole number of Shares necessary to cover such amounts
    and will issue a check to you equal to the Fair Market Value of any fractional Share not needed.

     

    A properly completed notice of stock option exercise
    (or such other notice as is prescribed) will become effective upon receipt of the notice and any required payment by the Company (or its
    designee); provided that the Company may suspend exercise of the Option pending its determination of whether your employment will be or
    could have been terminated for Cause and, if such a determination is made, your notice of stock option exercise (or such other notice
    as is prescribed) will automatically be rescinded.

     

    If, following your death, your beneficiary or
    heir, or such other person or persons as may acquire your rights under this Option by will or by the laws of descent and distribution,
    wishes to exercise this Option, such person must contact the Company and prove to the Company’s satisfaction that such person has
    the right and is entitled to exercise this Option.

     

    Your ability to exercise this Option, or the manner
    of exercise or payment of withholding taxes, may be restricted by the Company if required by applicable law or by the Company’s
    trading policies as in effect from time to time.

     

	Restrictions on Resale	
    By accepting this Option, you agree not to sell
    any shares of Stock acquired under this Option at a time when applicable laws, Company policies or an agreement between the Company and
    its underwriters prohibit a sale.






 






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	Transferability:	
    You may not transfer or assign this Option for
    any reason, other than by will or the laws of descent and distribution or as otherwise set forth in the Plan. Any attempted transfer or
    assignment of this Option, other than as set forth in the preceding sentence or the Plan, will be null and void.

     

	
    Market Stand-Off:

     
	
    In connection with any underwritten public offering
    by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended
    (the “Securities Act”), you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate,
    pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of,
    or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under
    this Option without the prior written consent of the Company and the Company’s underwriters. Such restriction shall be in effect
    for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters.
    In no event, however, shall such period exceed one hundred eighty (180) days.

     

	
    Recoupment; Rescission of Exercise:

     
	
    If the Administrator determines that recoupment
    of incentive compensation paid to you pursuant to this Option is required under any law or any recoupment policy of the Company, then
    this Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any
    prior exercise of this Option may be deemed to be rescinded, and the Administrator may recoup any such incentive compensation in accordance
    with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company
    to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to any such incentive
    compensation.

     

	Notice of Disqualifying Disposition:	
    If this Option is designated as an Incentive Stock
    Option and you sell Shares that were acquired through the exercise of this Option within two years from the Grant Date or one year from
    the date of exercise, you must notify the Administrator of the sale to permit proper treatment of the compensation expense.






 






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	Restrictions on Exercise, Issuance and Transfer of Shares:	
    a.         
    General. No individual may exercise this Option, and no shares of Stock subject to this Option will be issued, unless and until
    the Company has determined to its satisfaction that such exercise and issuance will comply with all applicable federal and state securities
    laws, rules and regulations of the Securities and Exchange Commission, rules of any stock exchange on which shares of Stock of the Company
    may then be traded, or any other applicable laws. In addition, if required by underwriters for the Company, you agree to enter into a
    lock-up agreement with respect to any shares of Stock acquired or to be acquired under this Option.

     

    b.         
    Securities Laws. You acknowledge that you are acquiring this Option, and the right to purchase the shares of Stock subject to this
    Option, for investment purposes only and not with a view toward resale or other distribution thereof to the public which would be in violation
    of the Securities Act. You agree and acknowledge with respect to any shares of Stock that have not been registered under the Securities
    Act, that: (i) you will not sell or otherwise dispose of such shares of Stock, except as permitted pursuant to a registration statement
    declared effective under the Securities Act and qualified under any applicable state securities laws, or in a transaction which in the
    opinion of counsel for the Company is exempt from such required registration, and (ii) that a legend containing a statement to such effect
    will be placed on the certificates evidencing such shares of Stock. Further, as additional conditions to the issuance of the shares of
    Stock subject to this Option, you agree (with such agreement being binding upon any of your beneficiaries, heirs, legatees and/or legal
    representatives) to do the following prior to any issuance of such shares of Stock: (i) to execute and deliver to the Company such investment
    representations and warranties as are required by the Company; (ii) to enter into a restrictive stock transfer agreement if required by
    the Board; and (iii) to take or refrain from taking such other actions as counsel for the Company may deem necessary or appropriate for
    compliance with the Securities Act, and any other applicable federal or state securities laws, regardless of whether the shares of Stock
    have at that time been registered under the Securities Act, or otherwise qualified under any applicable state securities laws.






 






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	Miscellaneous:	
    ·             
    This Option Agreement may be amended only by written consent signed by both you and the Company, unless the amendment is not to your detriment
    or the amendment is otherwise permitted without your consent by the Plan. 

     

    ·             
    The failure of the Company to enforce any provision of this Option Agreement at any time shall in no way constitute a waiver of such provision
    or of any other provision hereof.

     

    ·             
    You will have none of the rights of a shareholder of the Company with respect to this Option until Shares are transferred to you upon
    exercise of the Option.

     

    ·             
    In the event any provision of this Option Agreement is held illegal or invalid for any reason, such illegality or invalidity shall not
    affect the legality or validity of the remaining provisions of this Option Agreement, and this Option Agreement shall be construed and
    enforced as if the illegal or invalid provision had not been included in this Option Agreement.

     

    ·             
    As a condition to the grant of this Option, you agree (with such agreement being binding upon your legal representatives, guardians, legatees
    or beneficiaries) that this Option Agreement shall be interpreted by the Administrator and that any interpretation by the Administrator
    of the terms of this Option Agreement or the Plan, and any determination made by the Administrator pursuant to this Option Agreement or
    the Plan, shall be final, binding and conclusive.

     

    ·             
    This Option Agreement may be executed in counterparts.





 


BY SIGNING BELOW AND AGREEING TO THIS STOCK OPTION
AWARD AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE HAVING READ THIS
AGREEMENT AND THE PLAN.


 


22ND CENTURY GROUP, INC.


 


	By:	 		 	
	 	 	[Name
    of Authorized Officer]	 	[Name
    of Recipient]




 


	Date: 	 	 




 






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