Exhibit
10.1


 


FORM
OF AWARD AGREEMENT – INCENTIVE STOCK OPTION


 


SG
BLOCKS, INC.

INCENTIVE STOCK OPTION AGREEMENT


 


Notice
of Stock Option Grant


 


SG
Blocks, Inc., a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance
with the terms of the SG Blocks, Inc. Stock Option Plan (the “Plan”) and this Incentive Stock Option
Agreement (this “Agreement”), an option (the “Stock Option”) to purchase the
number of Shares at the exercise price per share (“Exercise Price”) as follows:


 


	 	Name
    of Grantee:	______________________________
	 	 	 
	 	Number
    of Shares:	______________________________
	 	 	 
	 	Exercise
    Price:	$____
    per Share
	 	 	 
	 	Date
    of Grant:	______________________________
	 	 	 
	 	Vesting
    Dates:	______________________________


 


Terms
of Agreement


 


1.            Grant
of Stock Option. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee as of the Date of Grant this Stock Option to purchase the number of Shares at the Exercise
Price as set forth above. This Stock Option is intended to be, and shall be treated as, an “incentive stock option”
within the meaning of that term under Section 422 of the Code.


 


2.            Vesting
of Stock Option.


 


(a)       Unless
and until terminated as hereinafter provided, the Stock Option shall vest and become exercisable as follows:


 





 



 





 



 





 



 


(b)       Notwithstanding the provisions of Section 2(a), the Stock Option will become immediately vested and exercisable in
full if, prior to the applicable Vesting Date: (i) the Grantee’s employment with the Company and its Subsidiaries
terminates by reason of the Grantee’s death or “Disability” (defined as permanent and total
disability within the meaning of Section 22(e)(3) of the Code); or (ii) the Grantee’s employment is terminated within
two years after a Change in Control: (A) by the Company and its Subsidiaries without Cause and not as a result of Disability;
or (B) by the Grantee for Good Reason (defined as in Section 2(c) of this Agreement).


 






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(c)       For
purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without
the Grantee’s consent: (i) a material reduction of the Grantee’s annual base salary; (ii) a material reduction in
the Grantee’s title, authority, responsibilities or reporting relationship as in effect immediately prior to the Change
in Control; or (iii) the Company’s requirement that in order to perform his obligations to the Company, the Grantee must
relocate his residence to a location more than 50 miles from the Grantee’s principal office location immediately prior to
a Change in Control. A termination of the Grantee’s employment by the Grantee shall not be deemed to be for Good Reason
unless (A) the Grantee gives notice to the Company of the existence of the event or condition constituting Good Reason within
60 calendar days after such event or condition initially occurs or exists, and (B) the Company fails to cure such event or condition
within 30 calendar days after receiving such notice.


 


(d)       For
purposes of this Agreement, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed
to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries,
by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence approved by the Board.


 


3.            Forfeiture
of Stock Option.


 


(a)       To
the extent that the Stock Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without
further action or notice if the Grantee ceases to be employed by the Company and its Subsidiaries prior to the applicable Vesting
Date other than as provided in Section 2(b).


 


(b)       The
provisions of Section 13 of the Plan regarding forfeiture of Awards shall apply to the Stock Option and any Shares delivered
hereunder. This Section 3(b) shall survive and continue in full force in accordance with its terms notwithstanding any
termination of the Grantee’s employment or the exercise of the Stock Option as provided herein.


 


4.            Exercise
of Stock Option.


 


(a)       To
the extent that the Stock Option has become vested and exercisable in accordance with this Agreement, it may be exercised in whole
or in part from time to time by written notice to the Company stating the number of whole Shares for which the Stock Option is
being exercised, the intended manner of payment, and such other provisions as may be required by the Company. The Stock Option
may be exercised, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian
or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and/or court supervision. If the
Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration)
by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by
will, bequest or inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s
death.


 


(b)       The
Exercise Price is payable in cash or by certified or cashier’s check or other cash equivalent acceptable to the Board payable
to the order of the Company.


 


5.            Term
of Stock Option. Subject to Section 3(b) hereof, the Stock Option will terminate on the earliest of the following dates
(the “Expiration Date”):


 


(a)       Twelve
months after the termination of the Grantee’s employment as a result of death or Disability;


 






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(b)       Immediately
upon termination of the Grantee’s employment by the Company for Cause;


 


(c)       90
days after the termination of the Grantee’s employment for any other reason; or


 


(d)       Midnight
on the day immediately preceding the tenth anniversary (or the fifth anniversary, if the Grantee is a Ten Percent Stockholder)
of the Date of Grant.


 


6.            Delivery
of Shares. Subject to the terms and conditions of this Agreement and the Plan, Shares shall be issuable to the Grantee as
soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section
4 hereof, (b) makes full payment to the Company of the Exercise Price and (c) makes arrangements satisfactory to the Company
(or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option.
The Grantee shall not possess any incidents of ownership (including, without limitation, dividend or voting rights) in the Shares
until such Shares have been issued to the Grantee in accordance with this Section 6.


 


7.            Transferability.
The Stock Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee;
provided that the Grantee’s rights with respect to such Stock Option may be transferred by will or pursuant to the
laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 7
shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Stock
Option.


 


8.            Restrictions
on Resale. Unless and until registered under the Securities Act of 1933, as amended (the “Securities Act”),
any Shares purchased pursuant to the Stock Option will be illiquid and will be deemed to be “restricted securities”
for purposes of the Securities Act. Accordingly, any such Shares may be sold only in compliance with the registration requirements
of the Securities Act or an exemption therefrom and may need to be held indefinitely. Unless and until the Shares have been registered
under the Securities Act, each certificate evidencing any of the Shares shall bear a restrictive legend specified by the Company.


 


9.            Company’s
Right to Repurchase Shares.


 


(a)       The
Company shall have the right (the “Repurchase Right”) to repurchase all, but not less than all, of the
Shares purchased by the Grantee pursuant to the Stock Option, upon written notice to the Grantee within 90 days after the termination
of the Grantee’s employment with the Company and its Subsidiaries, voluntarily or involuntarily, for any reason whatsoever
other than by the Company for Cause, including as a result of death or Disability. The Repurchase Right shall be exercised by
the Company by giving the holder of the Shares written notice of its intention to exercise the Repurchase Right, and, together
with such notice, tendering to the holder an amount equal to the Fair Market Value of the Shares. Upon timely exercise of the
Repurchase Right in the manner provided in this Section 9(a), the holder of the Shares shall deliver to the Company any
stock certificate or certificates representing the Shares being repurchased, duly endorsed and free and clear of any and all liens,
charges and encumbrances. If Shares are not repurchased under the Repurchase Right, the Grantee and his successor in interest,
if any, will continue to hold the Shares subject to all of the provisions of this Agreement and the Plan.


 


(b)       In
the event that the Company or a Subsidiary terminates the Grantee’s employment for Cause, the Company’s rights with
respect to any Shares purchased by the Grantee pursuant to the Stock Option shall be governed by Section 3(b) of this Agreement
and Section 13 of the Plan.


 






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10.            No
Right to Continued Employment. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to
continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and
its Subsidiaries to terminate the employment of the Grantee or adjust the Grantee’s compensation.


 


11.            Relation
to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account
in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan or arrangement maintained by the Company or a Subsidiary.


 


12.            Taxes
and Withholding. The Grantee shall pay to the Company, or make arrangements satisfactory to the Company for payment of, any
federal, state, local or other taxes that the Company or any Subsidiary is required to withhold in connection with the delivery
of Shares under this Agreement. The obligation of the Company to deliver Shares under this Agreement shall be conditioned on such
payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by Applicable Law, have the right
to deduct any such taxes from any payment otherwise due to the Grantee.


 


13.            Mandatory
Notice of Disqualifying Disposition. Without limiting any other provision hereof, the Grantee hereby agrees that if he or
she disposes (whether by sale, exchange, gift, or otherwise) of Shares received from the exercise of any of the Stock Option within
two years of the Date of Grant or within one year of the exercise of the Stock Option by the Grantee, the Grantee shall notify
the Company of such disposition in writing within 30 days from the date of such disposition. Such written notice shall state the
principal terms of such disposition and the type and amount of the consideration received for the Shares by the Grantee in connection
therewith.


 


14.            Compliance
with Applicable Law. The Company shall make reasonable efforts to comply with Applicable Law (including applicable federal
and state securities laws) with respect to the Stock Option; provided that, notwithstanding any other provision of this
Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any
Shares pursuant to this Agreement if the delivery thereof would result in a violation of Applicable Law.


 


15.            Adjustments.
The Exercise Price and the number and kind of shares of stock covered by this Agreement shall be subject to adjustment as provided
in Section 9 of the Plan.


 


16.            Amendments.
Subject to the terms of the Plan, the Board may modify this Agreement upon written notice to the Grantee. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding
the foregoing, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement
in a material way without the Grantee’s consent, except as otherwise may be provided in the Plan.


 


17.            Severability.
In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.


 






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18.            Relation
to Plan. This Agreement is subject to the terms and conditions of the Plan, including the forfeiture provisions of Section
13 of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations
in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board shall have the
right to determine any questions which arise in connection with the grant of the Stock Option.


 


19.            Successors
and Assigns. Without limiting Section 7 hereof, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and
assigns of the Company.


 


20.            Governing
Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware,
excluding any conflicts or choice of law rule or principle that might otherwise refer interpretation or enforcement of the Agreement
to the substantive law of another jurisdiction.


 


21.            Use
of Grantee’s Information. Information about the Grantee and the Grantee’s participation in the Plan may be collected,
recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that
such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators
whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The
Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in
any one or more of the ways referred to above.


 


(signature
page follows)








 






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IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement,
as of the Date of Grant.


 


	 	SG BLOCKS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title	 


  


The undersigned Grantee
hereby acknowledges receipt of a copy of the Plan. The Grantee represents that he is familiar with the terms and provisions of
the Plan, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and hereby accepts the Stock
Option on the terms and conditions set forth herein and in the Plan.


 


	 	GRANTEE
	 	 
	 	 
	 	[Name]


 


 


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