Leatt Corp.: Exhibit 4.10 - Filed by newsfilecorp.com








STOCK OPTION AWARD AGREEMENT 

LEATT CORPORATION AMENDED AND RESTATED 2011 EQUITY INCENTIVE
PLAN 

Unless otherwise defined herein, the terms in the Stock Option
Award Agreement (the “Option Agreement”) have the same meanings as defined in
the Leatt Corporation Amended and Restated 2011 Equity Incentive Plan (the
“Plan”). 

	I. 	NOTICE OF STOCK OPTION GRANT 



	 	Optionee:
      	Sean Macdonald 
	 	 	 
	 	Address:
      	30 Montrose Avenue, Oranjezicht, Cape Town,
      South Africa 


You have been granted an Option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

	 	Grant Date: 	August
  24, 2017 
	 	 	 
	 	Vesting Commencement Date: 	December 31, 2017 
	 	 	 
	 	Exercise Price per Share: 	$ 1.60
  
	 	 	 
	 	Total Number of Shares Granted: 	78,000
  
	 	 	 
	 	Total Exercise Price: 	$
  124,800 
	 	 	 
	 	Type of Option: 	Nonstatutory Stock Option 
	 	 	 
	 	Expiration Date: 	August
      23, 2027 


Vesting Schedule: 40% of the Options shall vest
immediately on December 31, 2017, 30% of the Options will vest on December 31,
2018 and the remaining 30% of the Options will vest on December 31, 2019;
provided that the Optionee is employed by the Company on each of the vesting
dates. 

Termination Period: To the extent vested, this Option
will be exercisable for twelve (12) months after the Optionee ceases to be an
Employee as defined in the Plan. Notwithstanding the foregoing sentence, in no
event may this Option be exercised after any termination of the Optionee as an
Employee determined by the Company’s Board to be for Cause or after the
Expiration Date as provided above and this Option may be subject to earlier
termination as provided in the Plan.

“Cause” has the meaning ascribed to such term or words of
similar import in Optionee’s written employment or service contract with the
Company or its Parent or any Subsidiary and, in the absence of such agreement or
definition, means Optionee’s (i) conviction of, or plea of nolo contendere to, a
felony or any other crime involving moral turpitude; (ii) fraud on or
misappropriation of any funds or property of the Company or its subsidiaries, or
any affiliate, customer or vendor; (iii) personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule or
regulation (other than minor traffic violations or similar offenses), or breach
of fiduciary duty which involves personal profit; (iv) willful misconduct in
connection with Optionee’s duties or willful failure to perform Optionee’s
responsibilities in the best interests of the Company or its subsidiaries; (v)
illegal use or distribution of drugs; (vi) violation of any rule, regulation,
procedure or policy of the Company or its subsidiaries; or (vii) breach of any
provision of any employment, non-disclosure, non-competition, non-solicitation
or other similar agreement executed by Optionee for the benefit of the Company
or its subsidiaries, all as determined by the Company’s Board, which
determination will be conclusive. 





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	II. 	AGREEMENT 


1.    
Grant of Option. The Administrator grants to the Optionee named in the
Notice of Stock Option Grant in Part I of this Option Agreement, an Option to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at
the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of a conflict between the terms
and conditions of the Plan and this Option Agreement, the terms and conditions
of the Plan prevail.

If
designated in the Notice of Stock Option Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option as defined in
Code section 422. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code section 422(d), this Option will be treated as a Nonstatutory Stock
Option.

2.    
Exercise of Option.

(a)    
Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Stock Option Grant
and with the applicable provisions of the Plan and this Option Agreement.

(b)    
Method of Exercise. This Option is exercisable by (i) delivery of an
exercise notice in the form attached as Exhibit A (the “Exercise Notice”)
or in a manner and pursuant to procedures as the Administrator may determine,
which will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and other representations and
agreements as may be required by the Company and (ii) paying the Company in full
the aggregate Exercise Price as to all Shares being acquired, together with any
applicable tax withholding. 

This Option will be deemed to be
exercised upon receipt by the Company of a fully executed Exercise Notice
accompanied by the aggregate Exercise Price, together with any applicable tax
withholding. 

No Shares will be issued pursuant
to the exercise of an Option unless the issuance and exercise of Shares complies
with Applicable Laws. Assuming compliance, for income tax purposes the Shares
will be considered transferred to the Optionee on the date on which the Option
is exercised with respect to the Shares. 

3.    
Method of Payment. The aggregate Exercise Price may be paid by any of the
following, or a combination thereof, at the election of the Optionee:

(a)     cash;

(b)     check; 

(c)     promissory note;

(d)     other Shares, provided Shares have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option will be exercised; 





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(e)     by asking the Company to withhold
Shares from the total Shares to be delivered upon exercise equal to the number
of Shares having a value equal to the aggregate Exercise Price of the Shares
being acquired;

(f)     any combination of the foregoing
methods of payment; or 

(g)     such other consideration and method
of payment for the issuance of Shares to the extent permitted by Applicable
Laws.

4.    
Restrictions on Exercise. This Option may not be exercised (a) until such
time as the Plan has been approved by the stockholders of the Company, or (b) if
the issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Laws. The Company will be relieved of any liability with respect to any delayed
issuance of shares or its failure to issue shares if such delay or failure is
necessary to comply with Applicable Laws.

5.    
Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of the
Plan and this Option Agreement are binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

6.    
Term of Option. This Option may be exercised only within the term set out
in the Notice of Stock Option Grant, and may be exercised during the term only
in accordance with the Plan and the terms of this Option.

7.     Tax
Obligations.

(a)     Withholding Taxes. Optionee
agrees to arrange for the satisfaction of all Federal, state, local and foreign
income and employment tax withholding requirements applicable to the Option
exercise. Optionee acknowledges and agrees that the Company may refuse to honor
the exercise and refuse to deliver the Shares if withholding amounts are not
delivered at the time of exercise.

(b)     Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Optionee is an ISO, and
if Optionee sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (i) the date two (2) years after the Grant
Date, or (ii) the date one (1) year after the date of exercise, the Optionee
must immediately notify the Company of the disposition in writing. Optionee
agrees that Optionee may be subject to income tax withholding by the Company on
the compensation income recognized by the Optionee. 

(c)     Code Section 409A. Under
Code section 409A, an Option that vests after December 31, 2004 that was granted
with a per Share exercise price that is determined by the Internal Revenue
Service (the “IRS”) to be less than the Fair Market Value of a Share on the
Grant Date (a “discount option”) may be considered deferred compensation. An
Option that is a discount option may result in (i) income recognition by the
Optionee prior to the exercise of the Option, (ii) an additional twenty percent
(20%) tax, and (iii) potential penalty and interest charges. Optionee
acknowledges that the Company cannot and has not guaranteed that the IRS will
agree that the per Share Exercise Price of this Option equals or exceeds Fair
Market Value of a Share on the Grant Date in a later examination. Optionee
agrees that if the IRS determines that the Option was granted with a per Share
exercise price that was less than the Fair Market Value of a Share on the Grant
Date, Optionee will be solely responsible for any and all resulting tax
consequences. 

8.     No
Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR
THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) AND NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER.
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
WILL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE
OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.





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9.    
Notices. All notices or other communications which are required or
permitted hereunder will be in writing and sufficient if (a) personally
delivered or sent by telecopy, (b) sent by nationally-recognized overnight
courier or (c) sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows: (i) if to the Optionee, to the address
(or telecopy number) set forth on the Notice of Stock Option Grant; and (ii) if
to the Company, to the attention of the Chief Financial Officer at the address
set forth below:

	Leatt® Corporation 
	12 Kiepersol Crescent 
	Atlas Gardens, Contermanskloof 
	Durbanville, 7550, Cape Town 
	Republic of South Africa 


or to any other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any communication will be deemed to have been given (A) when delivered, if
personally delivered, or when telecopied, if telecopied, (B) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (C) on the fourth Business Day
following the date on which the piece of mail containing the communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open.

10.    
Specific Performance. Optionee expressly agrees that the Company will be
irreparably damaged if the provisions of this Option Agreement and the Plan are
not specifically enforced. Upon a breach or threatened breach of the terms,
covenants and/or conditions of this Option Agreement or the Plan by the
Optionee, the Company will, in addition to all other remedies, be entitled to a
temporary or permanent injunction, without showing any actual damage, and/or
decree for specific performance, in accordance with the provisions hereof and
thereof. The Administrator has the power to determine what constitutes a breach
or threatened breach of this Option Agreement or the Plan. The Administrator’s
determinations will be final and conclusive and binding upon the Optionee.

11.     No
Waiver. No waiver of any breach or condition of this Option Agreement will
be deemed to be a waiver of any other or subsequent breach or condition, whether
of like or different nature.

12.    
Optionee Undertaking. The Optionee agrees to take whatever additional
actions and execute whatever additional documents the Company may in its
reasonable judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on the Optionee pursuant
to the express provisions of this Option Agreement.

13.    
Modification of Rights. The rights of the Optionee are subject to
modification and termination in certain events as provided in this Option
Agreement and the Plan.

14.    
Governing Law. This Agreement is governed by, and construed in accordance
with, the laws of the State of Nevada, without giving effect to its conflict or
choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.


15.      Counterparts; Facsimile
Execution. This Option Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all of which
together constitute one and the same instrument. Facsimile execution and
delivery of this Option Agreement is legal, valid and binding execution and
delivery for all purposes.





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16.   
 Entire Agreement. The Plan, this Option Agreement, and upon
execution, the Exercise Notice, constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.

17.    
Severability. In the event one or more of the provisions of this Option
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
will not affect any other provisions of this Option Agreement, and this Option
Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

18.   
 WAIVER OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS OPTION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

19.    
Exchange Control. The Optionee hereby consents that the Company may
disclose the Optionee’s personal information, which may include but is not
limited to, the Optionee’s name, identity number, the number and value of the
Shares forming the subject matter of the Option, the date of the award and the
date on which the Option may be exercised, to the Financial Surveillance
Department of the South African Reserve Bank and/or any authorized dealer in
foreign exchange, in order to comply with the South African exchange control
requirements relating to the Optionee’s participation in the Plan.
Notwithstanding the foregoing, the Optionee agrees that he/she shall take such
actions as are necessary in order to comply with any applicable South African
exchange control requirements in respect of the Optionee’s participation in the
Plan. 

(Remainder of Page Left Blank Intentionally) 





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Optionee acknowledges receipt of
a copy of the Plan and represents that he or she is familiar with the terms and
provisions thereof, and accepts this Option subject to all of the terms and
provisions thereof. Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan
or this Option. Optionee further agrees to notify the Company upon any change in
the residence address indicated below.

	OPTIONEE 	 	LEATT CORPORATION 
	  	 	  
	   	 	   
	Signature 	 	By 
	 	 	 
	Sean Macdonald 	 	Dr.
      Christopher James Leatt 
	Print Name 	 	Print Name 
	 	 	 
	C.E.O. 	 	Chairman of the Board 
	Title 	 	Title 
	 	 	 
	 	 	 
	Residence Address 	 	  






EXHIBIT A 

2011 EQUITY INCENTIVE PLAN 

EXERCISE NOTICE 

	Leatt® Corporation 
	12 Kiepersol Crescent 
	Atlas Gardens, Contermanskloof 
	Durbanville, 7550, Cape Town 
	Republic of South Africa 


Attention: _______________, _________________


1.    
Exercise of Option. Effective as of today, _____________, _____, the
undersigned (“Optionee”) elects to exercise Optionee’s option to purchase
_________shares of the Common Stock (the “Shares”) of Leatt Corporation (the
“Company”) under and pursuant to the Leatt Corporation 2011 Equity Incentive
Plan (the “Plan”) and the Stock Option Agreement dated ____________, ____ (the
“Option Agreement”).

2.    
Delivery of Payment. Optionee herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the Option.

3.    
Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

4.    
Rights as Stockholder. Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder exists with respect to the Optioned Stock,
notwithstanding the exercise of the Option. Subject to the requirements of
Section 6 below, the Shares will be issued to the Optionee as soon as
practicable after the Option is exercised in accordance with the Option
Agreement. No adjustment will be made for a dividend or other right for which
the record date is prior to the date of issuance except as provided in the
Plan.

5.     Tax
Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares.
Optionee represents that Optionee has consulted with any tax consultants
Optionee deems advisable in connection with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

6.    
Refusal to Transfer. The Company will not (i) transfer on its books any
Shares that have been sold or (ii) be required to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares have been so transferred.

7.    
Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this Exercise Notice
inures to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Exercise Notice is binding
upon Optionee and his or her heirs, executors, administrators, successors and
assigns.

8.    
Interpretation. Any dispute regarding the interpretation of this Exercise
Notice will be submitted by Optionee or by the Company forthwith to the
Administrator for review at its next regular meeting. The resolution of disputes
by the Administrator will be final and binding on all parties.

9.    
Governing Law; Severability. This Exercise Notice is be governed by, and
construed in accordance with, the laws of the State of Nevada, without giving
effect to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Exercise to the
substantive law of another jurisdiction. In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Exercise Notice will continue in full force and
effect.




10.    
Notices. Any notice required or permitted hereunder will be provided in
writing and deemed effective if provided in the manner specified in the Option
Agreement.

11.    
Further Instruments. The parties agree to execute any further instruments
and to take any further action as may be reasonably necessary to carry out the
purposes and intent of the Option Agreement and this Exercise Notice.

12.    
Entire Agreement. The Plan and Option Agreement are incorporated herein
by reference. This Exercise Notice, the Plan, and the Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee’s interest except by
means of a writing signed by the Company and Optionee.

13.    
Exchange Control. The Optionee hereby consents that the Company may
disclose the Optionee’s personal information, which may include but is not
limited to, the Optionee’s name, identity number, the number and value of the
Shares forming the subject matter of the Option, the date of the award and the
date on which the Option may be exercised, to the Financial Surveillance
Department of the South African Reserve Bank and/or any authorised dealer in
foreign exchange, in order to comply with the South African exchange control
requirements relating to the Optionee’s participation in the Plan.
Notwithistanding the aforegoing, the Optionee agrees that he/she shall take such
actions as are necessary in order to comply with any applicable South African
exchange control requirements in respect of the Optionee’s participation in the
Plan. 

[Signature Page Follows] 





	Submitted by: 	 	Accepted by: 
	   	 	   
	  	 	  
	OPTIONEE 	 	LEATT CORPORATION 
	  	 	  
	   	 	   
	Signature 	 	By 
	 	 	 
	Sean Macdonald 	 	 
    
	Print Name 	 	Print Name 
	 	 	 
	C.E.O. 	 	 
    
	Title 	 	Title 
	  	 	  
		 	
	Residence Address 	 	Date Received