Exhibit 10.3


 


KAIVAL BRANDS INNOVATIONS GROUP,
INC.


AMENDED AND RESTATED 2020 STOCK AND
INCENTIVE COMPENSATION PLAN


 


Performance-Based Nonqualified Stock
Option


 


Grant of Option.
KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Company”), hereby grants to the Awardee named below
a Performance-Based Nonqualified Stock Option for the purchase of up to but not exceeding the number of shares of the Company’s
Common Stock, $.001 par value per share (the “Option”), exercisable at the price and upon the terms and conditions
set forth below, and subject to any adjustments made pursuant to Section 15 of the Company’s Amended and Restated 2020 Stock
and Incentive Compensation Plan (“Plan”):


 


                           Awardee:QUIKFILL RX, LLC


 


                           Number of Shares:3,000,000


 


                           Grant Date:November 9, 2022


 


                           Exercise Price/Share:see
below $0.9869


 


                           Expiration Date:November
9, 2032


 


Approval of Counsel
Required for Issuance of Common Stock. No shares of Common Stock shall be issued pursuant to the exercise of the Option unless
counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities
laws.


 


Option Subject
to Plan. The Option is granted as a Nonqualified Stock Option as defined in Section 2(w) of the Plan that is not intended
to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code, is issued pursuant to the
Plan, and is in all respects subject to the terms, provisions, conditions and restrictions of the Plan. In the event of any conflict
between this instrument and the Plan, the Plan shall control.


 


Defined Terms.
Except as otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such terms in
the Plan.


 


Exercise Price.
The Option exercise price set forth above for each related Common Share is not less than the Fair Market Value of each Common Share
calculated as of the date of grant in accordance with Section 2(t) of the Plan. The exercise price is subject to adjustment pursuant
to Section 15 of the Plan.


 


Performance
Vesting of Option. The Option Shares shall be subject to an annual vesting as provided for in that certain Fourth Amendment
to Services Agreement, dated as of the Grant Date, between the Company and the Awardee (the “Services Agreement”).


 






    	 



    	 



    

 


Option Period.
The Option, or any part thereof, may be exercised at any time between the date at which it becomes vested and exercisable and the
Expiration Date set forth above, inclusive of such dates, subject to the terms of the Services Agreement. Notwithstanding the foregoing,
in no event may the Option vest and be exercised unless and until the Company has an effective Registration Statement on Form S-8
(or such other applicable form) on file with the Securities and Exchange Commission to register the issuance of the shares Common
Stock upon the exercise of the Option, unless the Company determines that such grant (i) shall be registered in another manner
under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act, if applicable.


 


Method of Exercise.
The Option is exercisable by providing a written notice of exercise in accordance with the procedures adopted by the Administrator,
but subject to all conditions and restrictions set forth in the Plan, and the Option consideration shall be payable in one of the
forms permitted under Section 8(f) of the Plan, as determined by the Administrator. The exercise price for the number of shares
exercised under the Option shall be payable in full at the time of exercise.


 


Transferability.
The Option is not assignable or transferable except by will or the laws of descent or distribution and is exercisable only
by Awardee (or the heirs or assigns of Russell Quick upon distribution from the Option upon the death of Russell Quick). No assignment
or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise
(except to a designated beneficiary, upon death, by will or the laws of descent or distribution) will vest in the assignee or transferee
any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become
of no further effect.


 


Tax Withholding
on Exercise. Awardee shall satisfy the Company’s withholding obligation of any federal, state, local or foreign taxes
of any kind required to be withheld as a result of an exercise of the Option by providing payment of the amount of such withholding:
(i) by cash, certified or cashier’s check, money order or personal check; (ii) by delivery of shares of the Company’s
common stock already owned by Awardee; (iii) by the Company’s withholding from other compensation payable to Awardee by the
Company; or (iv) pursuant to a request by Awardee, by withholding from the shares of common stock to be delivered upon exercise
of the Option no more than the maximum number of shares that is necessary to satisfy the statutory withholding obligation.


 


Services
Agreement. In the event of any inconsistencies between the terms of the Services Agreement and the terms hereof with respect to the
terms of the Option granted hereby, the terms of the Services Agreement shall prevail.


 





	KAIVAL BRANDS INNOVATIONS GROUP, INC.	 	 	 
	 	 	 	 	 
	By:	/s/ Eric Mosser	 	Date:	November 9, 2022
	Name:	ERIC MOSSER	 	 	 
	Title:	PRESIDENT, COO	 	 	 



 






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The
Awardee acknowledges receipt of a copy of the Plan, represents that Awardee is familiar with the terms and provisions thereof, and hereby
accepts the Option evidenced hereby subject to all the terms, provisions, conditions and restrictions of the Plan. The Awardee also understands
that this Option is not intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Accordingly, the
Awardee understands that Awardee will recognize taxable income upon exercise of the Option based on the difference between the
Option exercise price and the Fair Market Value of the shares at the time of exercise.


 





	QUIKFILL RX, LLC	 
	 	 	 
	By:	/s/ Russell Quick	 
	Name: 	RUSSELL QUICK	 
	Title:	 MANAGING MEMBER	 
	 	 	 
	Date:	November 9, 2022	 


 


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