Exhibit
10.16


 





 


Freyr
AS


 


Incentive
Stock Option Plan


 


Issued
11.09.2019


 


Pursuant
to resolution in the ordinary Annual General Meeting of Freyr AS 11.09.2019.


 


1. Purpose
of this Plan


 


The
intention of this Plan is to (i) attract and retain employees whose service is especially important to the Company’s success,
(ii) motivate such employees to achieve the long-term goals of the Company, (iii) provide competitive incentive compensation to
such employees, and (iv) align the interests of such employees with the other shareholders of the Company.


 


2. Definitions


 


		(a)	“Board”
                                         means the Board of Directors of Freyr AS.



 


		(b)	“Company”
                                         means Freyr AS and its subsidiaries.



 


		(c)	“Date
                                         of Grant” has the meaning set forth in section 4(c).



 


		(d)	“Eligible
                                         Employee” has the meaning set forth in section 3(b).



 


		(e)	“Exercise
                                         Period” has the meaning set forth in section 5(d).



 


		(f)	“Exercise
                                         Price” has the meaning set forth in section 5(a).



 


		(g)	“Family
                                         Member” has the meaning set forth in section 5(n).



 


		(h)	“Grant
                                         & Holding Statement” has the meaning set forth in section 4(d).



 


		(i)	“Offer
                                         letter” has the meaning set forth in section 4(e).



 


		(j)	“Option”
                                         means a right granted under this Plan that gives the Optionee a right for a specified
                                         period of time to purchase one Share per Option at a specified price per Share (Exercise
                                         Price) on terms specified herein.



 


		(k)	“Optionee”
                                         means an employee to whom Options have been granted under this Plan, which Options have
                                         not been exercised in full and have not expired or been terminated.



 


		(l)	“Outstanding
                                         Options” means options granted under this Plan which have not been exercised and
                                         have not expired or been terminated.



 


		(m)	“Plan”
                                         means this Freyr AS 2019 Incentive Stock Option Plan.



 


		(n)	“Profit”
                                         means the difference between the Value of a Share on any date and the Exercise Price.



 






     


     


    

 





 


		(o)	“Share”
                                         means a share of common stock of Freyr AS.



 


		(p)	“Value”
                                         of a Share on any date means the last sales price per Share of actual sales of Shares
                                         on the NOTC, the Norwegian stock exchange, or as part of an investment transaction, which
                                         ever is the most recent.



 


3. Shares
subject to this Plan; Limitations on individual grants


 


		(a)	Shares
                                         issuable pursuant to this Plan. Subject to section 9, a total of 5.000.000
                                         Shares may be issued pursuant to exercise of Options granted under this Plan.



 


		(b)	Eligible
                                         Employee. An Eligible Employee is someone that has signed an employment contract
                                         with the Company, and who has been offered Options under this Plan. Employees who have
                                         been given notice and employees who have given notice of termination of employment at
                                         the Date of Grant are not eligible for being granted further Options.



 


4. Offer
and granting procedure and schedule


 


		(a)	Management
                                         is authorised to make grants within the limits of this policy. There is no set time period
                                         within which grants must be made.



 


		(b)	Grant
                                         & Holding Statement: Options granted shall be confirmed by a Grant & Holding
                                         Statement issued by the Freyr AS, which shall disclose



 


		(i)	the
                                         number of Options granted under this Plan,



 


		(ii)	the
                                         terms of Options by way of reference to this Plan.



 


		(c)	Offer
                                         and granting procedure:



 


Each
Eligible Employee will be offered to be part of this Plan when joining the company or when being promoted into a role qualifying
for this Plan. The employee


 


		(i)	shall
                                         be offered a specified number of Options under this Plan by presentation of an Offer
                                         letter



 


		(ii)	shall
                                         be informed about the terms of the Options by way of presentation of this Plan.



 


If
an Eligible Employee wants to be granted Options offered, such employee shall confirm so by presentation of the Offer letter duly
filled in and signed. Thereafter, such employee shall receive from the Freyr AS a Grant & Holding Statement.


 


5. Terms
of the Options


 


Each
Option under this Plan shall be granted on the following terms and such additional terms, not inconsistent with the provisions
of this Plan, as the Board or shall determine:


 


		(a)	Exercise
                                         Price; The Exercise Price per Option shall be determined by the Board. The
                                         Board will base the Exercise Price on the share price achieved in the most recent third
                                         party transaction, adjusted by their evaluation of the development in share value since
                                         that transaction.



 






    2


     


    

 





 


		(b)	Options
                                         will be granted on a quarterly basis, on the first working day of each quarter, at the
                                         relevant Value, in equal portions over a period of 2 years. All Options are to be deemed
                                         vested after 3 years.



 


		(c)	Options
                                         due an Eligible Employee in the first year of tenure will be earmarked for the employee,
                                         at the relevant Exercise Price, but only granted on the first grant date after the first
                                         year of employment has been completed. Should the Eligible Employee’s employment contract
                                         be terminated, either by the Company or the employee, before the first granting date,
                                         the options will be forfeit.



 


		(d)	Limitations
                                         of exercise.



 


		(i)	Options
                                         under this Plan may be exercised at the earliest five years, and at the latest seven
                                         years, after the date of first Grant.



 


		(ii)	Minimum
                                         profit per Option under this Plan to be eligible to exercise an Option is NOK 1.



 


		(iii)	The
                                         Optionee cannot sell more than 2/3 of their Options in any one calendar year.



 


		(iv)	Ordinary
                                         expiry of Options under this Plan is seven years after they are granted.



 


		(e)	Exercise
                                         Period(s). Options may be exercised during 3 periods a year each containing 5 working
                                         days starting 10th May, 10th September and 10th November.
                                         If, however, the 10th is a Saturday, Sunday, or a Norwegian statutory holiday,
                                         the Exercise Period shall start the first working day after such days.



 


		(f)	Exercise
                                         procedure and terms.



 


		(i)	The
                                         Company and/or it’s service provider will in due time before Exercise Periods invite
                                         Optionees to exercise exercisable Outstanding Options.



 


		(ii)	The
                                         exercise invitation will disclose the procedure and terms of exercise of Options.



 


		(iii)	The
                                         Company shall under no circumstances, except for gross negligence, be liable for delay
                                         of exercise of Options.



 


		(g)	Exercise
                                         alternatives. Optionees will basically have two alternatives when exercising Options:



 


		Alt
                              1:	Buy
shares; which implies that the Optionee buys Shares at Exercise Price, by way of cash payment.



 


		Alt
                              2:	Same-day-sales;
which implies that the Optionee authorizes the service provider to sell Shares under exercised Options at best price in the market
and pay to the Optionee the Profit less broker’s fee for sale of the Shares under exercised Options. This alternative implies
that the Optionee will not buy Shares.



 


Due
to US regulations, US citizens are strongly encouraged to choose alternative 2 (same-day-sales) for exercise of Options.


 


		(h)	Fees.



 


		(i)	The
                                         Company shall carry the service provider and the broker’s fees in relation to exercise
                                         of Options and the Company’s transfer of Shares to an Optionee pursuant to such Optionee’s
                                         exercise of Options.



 


		(ii)	Optionees
                                         shall carry the broker’s fee when selling Shares, regardless whether the sale is a same-day-sales
                                         or not, and when purchasing Shares other than transfer of Shares to Optionees upon exercise
                                         of Options.



 






    3


     


    

 





 


		(i)	Payment
                                         of taxes and reporting of taxable income. 



 


		(i)	Any
                                         taxes related to an Optionee, and payment of such taxes, related to such Optionee’s Options
                                         and/or exercise of Options is the sole responsibility of the Optionee.



 


		(ii)	The
                                         Company will report information and taxable income in relation to Options and/or exercise
                                         of Options to appropriate authorities in accordance with statutory provisions.



 


		(iii)	In
                                         case of statutory provisions for the Company to withhold and pay such taxes, the Company
                                         may upon receipt of confirmation of the number of Options an Eligible Employee wants
                                         to be granted, or an Optionee’s request of exercise of Options, as the case may be, require
                                         that the Optionee shall pay such taxes to the Company.



 


		(j)	Fractional
                                         Options. Only whole Options are exercisable. Any right to a fractional Option shall
                                         be forfeit.



 


		(k)	Minimum
                                         10.000 Shares. The number of Options granted an Optionee and the number of Options
                                         exercised for transfer of Shares to an Optionee shall, to the extent reasonable, be a
                                         multiple of 10.000 Shares.



 


		(l)	Restrictions
                                         on transfer. In case of death of the Optionee, Options may be transferred by will
                                         or the laws of descent and distribution to Family Members. An Option may not be otherwise
                                         transferred and, during the lifetime of the Optionee thereof, shall be exercisable only
                                         by such Optionee.



 


		(m)	Expiration
                                         of the time for exercise of Options. Options under this Plan shall be exercisable
                                         subject to the following limitations:



 


		(i)	If
                                         an Optionee ceases to be an active employee of the Company, Options may not be exercised
                                         later than the first Exercise Period thereafter, except that



 


		1)	if
                                         such employment has ceased by reason of such Optionee’s death, Options may not be exercised
                                         later than six months after such termination of employment or,



 


		2)	if
                                         such employment has ceased by reason of such Optionee’s disability, Options may not be
                                         exercised later than six months after such termination of employment.



 


		(ii)	An
                                         Option exercisable after termination of employment shall be exercisable after such termination
                                         only to the extent that it was exercisable at the date of such termination.



 


		(iii)	No
                                         provision of this section 5(l) shall be deemed to extend the date when an Option would
                                         have become unexercisable if such employment had not ceased.



 


		(n)	Family
                                         Members. Family Member of an Optionee means any child, stepchild, grandchild, parent,
                                         step-parent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
                                         father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Optionee,
                                         including adoptive relationships, any individual sharing the Optionee’s household (other
                                         than a tenant or employee), any trust in which any one or more of the Optionee and the
                                         foregoing individuals together hold more than fifty percent of the beneficial interests,
                                         any foundation in which any one or more of the Optionee and the foregoing individuals
                                         together control the management of assets of the foundation, and any other entity in
                                         which any one or more of the Optionee and the foregoing individuals together own more
                                         than fifty percent.



 






    4


     


    

 





 


6. Termination
of employment


 


For
the purposes of this Plan, a transfer of an employee between two employers within the Company, shall not be deemed a termination
of employment with the Company.


 


7. Rights
as shareholders


 


An
Optionee shall have no right as a shareholder with respect to any Share subject to an Option until the date of transfer of such
Share to the Optionee.


 


8. Administration
of this Plan; Costs; Data protection


 


		(a)	Administration.
                                         This Plan shall be administered by Management.



 


		(b)	Costs.
                                         The Company will pay the costs of introducing and administering this Plan. The Company
                                         may carry external costs (e.g. broker’s and banker’s fee etc) in relation to Options
                                         granted to such Optionees.



 


		(c)	Data
                                         protection. By participating in this Plan, the Optionee consents to the Company’s
                                         holding and processing of personal data provided by the Optionee to the Company for all
                                         purposes relating to the administration of this Plan.



 


9. Capital
changes affecting Shares


 


In
the event of a share split, recapitalization, combination, subdivision, issuance of rights or other similar event affecting Shares,
the Board shall appropriately adjust to reflect such change (i) the number of Shares specified in section 3 that may be issued
pursuant to Options which may be granted pursuant to this Plan and (ii) the number and Exercise Price of Shares subject to each
then outstanding Option.


 


10. Mergers
and certain other corporate transactions


 


In
the event of a change of control, i.e. a corporate transaction involving 50% or more of the combined voting power of the equity
interests in Freyr AS (including without limitation a share split, issuance of rights, extraordinary dividend, recapitalization,
reorganization, consolidation, merger, split-up, spin-off, combination or exchange of shares), the Options already granted to
an Eligible Employee will be vested and the Optionee given the right to exercise options in accordance with the terms in section
5. Options earmarked for Eligible Employees in their first year of tenure, but not granted, will also be vested, given that the
employee’s employment contract has not been terminated.


 


11. Plan
not to influence terms of employment


 


Participation
in this Plan, or invitation to such participation, shall not be construed by the Eligible Employee as indicating (i) any
right to continue the employment in the Company, (ii) that the Company’s as well as the Eligible Employee’s right to terminate
the employment is in any way restricted, (iii) that the Eligible Employee may in the future become entitled to granting of Options
or other benefits pursuant to other incentive programs or employee benefit schemes, (iv) that any benefits enjoyed or allegedly
enjoyed by the Eligible Employee by virtue of the Options offered under this Plan should be included or taken into account when
determining remuneration levels for whatever purpose (such as bonus/variable compensation, severance pay, pension cost allocations,
etc.).


 


12. Interpretation


 


The
Board shall each have the power to interpret this Plan and to make and amend rules for putting it into effect and administering
it.


 






    5


     


    

 





 


13. Amendments


 


This
Plan, any Option and the related Offer & Confirmation letter and Grant & Holding Statement may be amended by the Board;
provided that, except for adjustments and modifications made pursuant to section 9 or 10, no Outstanding Option may be amended
to reduce the Exercise Price thereof without the approval of the shareholders. No Outstanding Option may be amended adversely
to the interest of the holder thereof without the written consent of the Optionee or other person then entitled to exercise such
Option, except that the Board may determine to change the number of Exercise Periods.


 


The
rights provided for by this Plan, the grant of Options and the Outstanding Options themselves are at all times conditional on
the Board having the necessary authorization to fulfil the delivery of the Shares under Outstanding Options. In the event the
Board does not have the necessary authorization to fulfil delivery of Shares under Outstanding Options, any exercisable Outstanding
Option shall be settled by a cash payment equal to the Profit on the date of settlement.


 


14. Governing
law


 


This
Plan shall be governed by and construed in accordance with Norwegian law and statutory provisions.


 


15. Effective
date


 


This
Plan shall become effective on the date Eligible Employees are offered Options under this Plan.


 


11.09.2019


 


Torstein
Dale Sjøtveit

Chairman of the Board

Freyr AS


 


 






    6