Exhibit 10.3


 


SPORTS FIELD HOLDINGS, INC. 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


NON-EMPLOYEE


 


THIS
STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the _____ day of ____________ 20__ by and between
Sports Field Holdings, Inc. (the “Company”) and _______________________
(the “Optionee”). 


 


WHEREAS, pursuant to the authority
of the Board of Directors (the “Board”), the Company has granted the Optionee the right to purchase common stock,
$0.00001 par value per share (“Common Stock”), of the Company pursuant to stock options granted under the Sports
Field Holdings, Inc. 2016 Equity and Incentive Plan.


 


NOW THEREFORE, in consideration
of the mutual covenants and promises hereafter set forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


1.          Grant of Non-Qualified Options. The
Company hereby irrevocably grants to the Optionee, as a matter of separate agreement and not in lieu of salary or other compensation
for services, the right and option to purchase all or any part of an aggregate of [●] shares of authorized but unissued or
treasury common stock of the Company (the “Options”) on the terms and conditions herein set forth. The Common
Stock shall be unregistered under the Securities Act of 1933, as amended (the “Securities Act”), unless the
Company voluntarily files a registration statement covering such shares of Common Stock with the Securities and Exchange Commission.
The Options are not intended to be Incentive Stock Options as defined by Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”). This Agreement replaces any stock option agreement or offer letter previously provided to the
Optionee, if any, with respect to the Options.


 


2.          Price. The exercise price of the shares
of Common Stock subject to the Options granted hereunder shall be $[●] per share.


 


3.          Vesting.


 


(a)          The Options shall vest immediately upon
execution of this Agreement. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional
Options are eliminated.


 


(b)          Subject to Sections 3(c) and 4 of this Agreement,
Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A
after vesting, and remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary
of the date of this Agreement.


 


(c)          However, notwithstanding any other provision
of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in
the event any of the following events occur:


 


(i)          The Optionee purchases or sells securities
of the Company without written authorization in accordance with the Company’s insider trading policy then in effect, if any;


 



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(ii)          The Optionee (A) discloses, publishes or
authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential
information of the Company, including, without limitation, any information relating to existing or potential customers, business
methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists,
business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly
or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of
a third party;


 


(iii)          Except as prior approved by the Board
in writing or listed on Schedule I to this Agreement, the Optionee directly or indirectly owns, manages, controls or participates
in the ownership, management or control of, or is employed or engaged by or otherwise affiliated or associated as an officer, director,
partner, consultant, independent contractor, agent, representative or otherwise, with any other person or entity that competes
with the business of the Company or any of its Affiliates (as defined hereinafter) in any geographical area in which the Company
or any of its Affiliates conducts its business or promotes its products or services; provided, however, that the ownership
of not more than one percent (1%) of the stock of a company whose equity interests are publicly traded on a nationally recognized
stock exchange or over-the-counter shall not be deemed a violation of this provision;


 


(iv)          The Optionee disrupts or damages, impairs
or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective
employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their
relationship with the Company or its Affiliates, as applicable; or


 


(v)          The Optionee solicits or directs business
of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective
customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity; provided
that the Optionee has actual knowledge of such prospective customer. For purposes of this clause (v), “prospective
customer” means a person or entity that contacted, or is contacted by, the Company or its Affiliates regarding the provision
of services to or on behalf of such person or entity.


 


(d)          For purposes of this Agreement,
“Affiliate” means with respect to a person or entity, any other person or entity controlled by, in control of
or under common control with such person or entity, and “controlled,” “controlled by,” and “under
common control with” shall mean direct or indirect possession of the power to direct or cause the direction of management
or policies (whether through ownership of voting securities, by contract or otherwise) of a person or entity.


 


4.          Termination of Relationship.


 


(a)          If for any reason, except death or disability
as provided below, the Optionee ceases to perform the services for which the Options were granted, all unvested options shall be
automatically and irrefutably forfeited effective three months from the date the Board has deemed that the Optionee has ceased
to perform such services, except as otherwise provided herein.


 


(b)          If the Optionee shall die while performing
services for the Company, such Optionee’s estate or any Transferee (as defined hereinafter) shall have the right within twelve
(12) months from the date of death to exercise the Optionee’s vested Options, subject to Section 3(c) hereof. For the purpose
of this Agreement, “Transferee” shall mean an individual to whom such Optionee’s vested Options are transferred
by will or by the laws of descent and distribution.


 


(c)          If the Optionee shall become disabled while
performing services for the Company within the meaning of Section 22(e)(3) of the Code, the three-month period referred to in Section
4(a) of this Agreement shall be extended to one year.


 



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5.          Profits on the Sale of Certain Shares;
Redemption. If any of the events specified in Section 3(c) of this Agreement occur within one (1) year from the last date the
Optionee performed services for which the Options were granted (the “Termination Date”), all profits earned
from the sale of the Company’s securities, including the sale of shares of Common Stock underlying the Options, during the
two (2) year period commencing one (1) year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee
to the Company (and a copy of the documentation of the sale, including, without limitation, the purchase price therefor shall be
provided to the Company) within ten (10) days after the Optionee receives written demand from the Company for such payment. Further,
in such event, the Company may at its option redeem shares of Common Stock acquired upon exercise of the Options by payment of
the exercise price to the Optionee. The Company’s rights under this Section 5 do not lapse one year from the Termination
Date, but are a contract right subject to any appropriate statutory limitation period.


 


6.          Transfer. No transfer of the Options
by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of the letters testamentary or such other evidence as the Board may
deem necessary to establish the authority of the estate and the acceptance by the Transferee or Transferees of the terms and conditions
of the Options.


 


7.          Method of Exercise. The Options shall
be exercisable by a written notice which shall:


 


(a)           state the election to exercise
the Options, the number of shares to be exercised, the natural person in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered and such person’s address and social security number (or if more than one, the
names, addresses and social security numbers of such persons);


 


(b)           contain such representations
and agreements as to the holder’s investment intent with respect to such shares of Common Stock as set forth in Section 11
hereof;


 


(c)           be signed by the person
or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons other than the Optionee,
be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Options;
and


 


(d)           be accompanied by full payment
of the purchase or exercise price in United States dollars in cash or by bank or cashier's check, certified check or money order.


 


The certificate or certificates for shares of Common
Stock as to which the Options shall be exercised shall be registered in the name of the person or persons exercising the Options.


 


8.          Sale of Shares Acquired Upon Exercise
of Options.


 


Intentionally Omitted.


 


9.          Adjustments. Upon the occurrence of
any of the following events, the Optionee’s rights with respect to Options granted to such Optionee hereunder shall be adjusted
as hereinafter provided unless otherwise specifically provided in a written agreement between the Optionee and the Company relating
to such Options:


 


(a)          If the shares of Common Stock shall be subdivided
or combined into a greater or smaller number of shares, respectively, or if the Company shall issue any shares of its Common Stock
as a stock dividend on its outstanding shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise
of the Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the
exercise price per share to reflect such subdivision, combination or stock dividend, as applicable;


 



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(b)          If the Company is to be consolidated with
or acquired by another entity pursuant to an acquisition, the board of directors of any entity assuming the obligations of the
Company hereunder (the “Successor Board”) shall either (i) make appropriate provision for the continuation of
such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect
to the outstanding shares of Common Stock of the Company in connection with such acquisition or (ii) terminate all Options in exchange
for a cash payment equal to the excess of the fair market value of the shares of Common Stock subject to such Options over the
exercise price thereof;


 


(c)          In the event of a recapitalization or reorganization
of the Company (other than a transaction described in Section 9(b) above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising the Options shall be
entitled to receive for the purchase price paid upon such exercise, the securities such Optionee would have received if such Optionee
had exercised such Optionee’s Options prior to such recapitalization or reorganization;


 


(d)          Except as expressly provided herein, no
issuance by the Company of shares of Common Stock of any class or securities convertible into shares of Common Stock of any class
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of shares subject
to Options. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities
of the Company;


 


(e)          No fractional shares shall be issued and
the Optionee shall receive from the Company cash based on the fair market value of the shares of Common Stock in lieu of such fractional
shares; or


 


(f)          The Board or the Successor Board shall determine
the specific adjustments to be made under this Section 9, and its determination shall be conclusive. If the Optionee receives securities
or cash in connection with a corporate transaction described in Section 9(a), (b) or (c) above as a result of owning such restricted
Common Stock, such securities or cash shall be subject to all of the conditions and restrictions applicable to the restricted Common
Stock with respect to which such securities or cash were issued, unless otherwise determined by the Board or the Successor Board.


 


10.       Necessity to Become Holder of Record.
Neither the Optionee, the Optionee’s estate, nor the Transferee have any rights as a shareholder with respect to any shares
of Common Stock covered by the Options until such Optionee, estate or Transferee, as applicable, shall have become the holder of
record of such shares of Common Stock. No adjustment shall be made for cash dividends or cash distributions, ordinary or extraordinary,
in respect of such shares of Common Stock for which the record date is prior to the date on which such Optionee, estate or Transferee,
as applicable, shall become the holder of record thereof.


 


11.        Conditions to Exercise of Options.


 


(a)          In
order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Optionee, the
Optionee’s estate or any Transferee, as a condition of the exercising of the Options granted hereunder, to give written
assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for such Optionee’s,
estate’s or Transferee’s, as applicable, own account, for investment only, with no view to the distribution of same,
and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under
the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock
being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law.


 



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(b)          The Options are subject to
the requirement that, if at any time the Board shall determine, in its sole and absolute discretion, that the listing, registration
or qualification of the shares of Common Stock subject to the Options upon any securities exchange, quotation system or under any
state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection
with the issue or purchase of such shares of Common Stock under the Options, the Options may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have been effected.


 


12.       Duties of Company. The Company will
at all times during the term of the Options:


 


(a)           Reserve and keep available
for issue such number of shares of its authorized and unissued shares of Common Stock as will be sufficient to satisfy the requirements
of this Agreement;


 


(b)           Pay all original issue taxes
with respect to the issue of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the
Company in connection therewith; and


 


(c)           Use its best efforts to
comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.


 


13.       Severability. In the event any parts
of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same
effect as though the void parts were deleted.


 


14.       Arbitration. Any controversy, dispute
or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement
which the parties hereto are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy,
claim or dispute to binding arbitration in New York County, New York (unless the parties agree in writing to a different location),
before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. The decision and
award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be
entered thereon in any court having jurisdiction thereof.


 


15.       Benefit. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.


 


16.       Notices and Addresses. All notices,
offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by FedEx or similar receipted delivery, or by facsimile delivery as follows:


 


	 	The Optionee:	___________________
	 	 	___________________
	 	 	___________________
	 		 Facsimile: ___________________







 






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	 	The
    Company:	Sports
    Field Holdings, Inc.
	 	 	4320
    Winfield Road, Suite 200
	 	 	Warrenville,
    IL 60555
	 	 	Telephone:
    (508) 366-1000




 


	 	with
    a copy (which shall not	Lucosky
    Brookman LLP
	 	constitute
    notice) to:	101
    Wood Avenue South, 5th Floor
	 	 	Woodbridge,
    NJ 08830
	 	 	Attn:
    Joseph M. Lucosky, Esq.
	 	 	Facsimile:
    (732) 395-4401




 


or to such other address as either of them, by notice
to the other, may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine
shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person
or by mailing.


 


17.          Attorney’s Fees. In the event
that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement
thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled
from the non-prevailing party to its reasonable attorneys’ fee, costs and expenses.


 


18.          Governing Law. This Agreement and
any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its
validity, the obligations provided herein or performance, shall be governed or interpreted according to the laws of the State of
Nevada without regard to choice of law considerations.


 


19.          Oral Evidence. This Agreement constitutes
the entire agreement between the parties hereto and supersedes all prior oral and written agreements between the parties hereto
with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or
terminated except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge
or termination is sought.


 


20.          Counterparts. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one
and the same instrument. The execution of this Agreement may be made by facsimile signature, which shall be deemed to be an original.


 


21.          Section Headings. Section headings
herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed
to interpret in whole or in part, any of the terms or provisions of this Agreement.








 






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IN WITNESS WHEREOF the parties hereto have set their
hand the day and year first above written.


 


	 	SPORTS
    FIELD HOLDINGS, INC.
	 	 	 
	 	By:	    
	 	 	Name:
    Jeromy Olson
	 	 	Title:
    Chief Executive Officer



 


	 	OPTIONEE:
	 	 	 
	 	By:	           
	 	Name:	
	 	Title:	
	 	Address:	



 


 


[Signature page
to Option Agreement]




 






    	 		 



     


    

 





SCHEDULE I


 


COMPETING ACTIVITIES


 


 


[Schedule
I to Option Agreement]


 



    	 		 



     


    

 


EXHIBIT A


 


FORM OF NOTICE OF OPTION EXERCISE


 


To:          Sports Field Holdings, Inc. (the “Company”)


 


(1)          The undersigned hereby elects to purchase __________ shares of Common
Stock of the Company (the “Shares”) pursuant to the terms of the Option Agreement by and between the Company and the
undersigned dated as of ________ ___, 20__, and tenders herewith payment of the exercise price in full as set forth below.


 


(2)          Payment shall take the form of (check applicable box):


 


☐ in lawful money of the United States in the form
of a check made payable by the undersigned to the Company;


 


☐ in lawful money of the United States in the form
of a wire transfer to the account specified by the Company; or


 


☐ in the form of shares of Common Stock pursuant to Section 5(d) of the
Plan.


 


(3)          Please issue a certificate or certificates representing the Shares
in the name of the undersigned or in such other name as is specified below:


 


____________________________________


 


The Shares shall be delivered via overnight courier (with tracking information
to be provided to the undersigned) to the following address:


 


_____________________________


_____________________________


_____________________________


Attn: ________________________


Tel: _________________________


 


OPTIONEE


 


__________________________________


 


 


[Exhibit A to
Option Agreement]