Exhibit 10.33


 


FORM OF


INCENTIVE STOCK OPTION AWARD AGREEMENT


UNDER THE


Net
Element, INC. 


2013 EQUITY INCENTIVE PLAN


 


This Incentive Stock
Option Award Agreement (“Agreement”) is between Net Element, Inc. (“Company”) and [________________________]
(the “Optionee”), and is effective as of the [____] day of [_____________], 20[__] (“Grant Date”).


 


RECITALS


 


A. The
Board of Directors of the Company (“Board”) has adopted, and the shareholders of the Company have approved, the
Plan to promote the interests and long-term success of the Company and its shareholders by providing an incentive to
attract, retain and reward persons performing services for the Company and by motivating such person to contribute to the
continued growth and profitability of the Company.


 


B. The
Compensation Committee of the Board of the Company (the “Committee”) has approved the granting of Incentive Stock
Options to the Optionee pursuant to Article 5 of the Plan.


 


C.  To
the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning
set forth in the Plan.


 


AGREEMENT


 


In consideration of
the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Optionee agree as follows:


 


1. Grant
of Option. Subject to the terms of this Agreement and Article 5 of the Plan, the Company grants to the Optionee the
right and option to purchase from the Company all or any part of an aggregate of [_________] shares of Stock
(“Option”). The delivery of any document evidencing the Option is subject to the provisions of Section 5.9 of the
Plan. The Option granted under this Agreement is intended to be an “incentive stock option”
(“ISO”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2. Purchase
Price. The purchase price under this Agreement is $[________] per share of Stock, as determined by the Committee,
which shall not be less than the closing price of the Common Stock on, the date of this grant;
provided, however, that in the case of ISO granted to a 10% Stockholder, the purchase price per share shall not be less than
110% of the closing price of the Common Stock on the date of the grant; and provided further that, in all events, the
purchase price per share under each option shall be no less that the par value of the Common Stock ($0.0001).


 


3. Vesting
of Option. The Option shall vest and be exercisable according to the following schedule:


 


[FOR OPTIONS VESTING
IMMEDIATELY, INSERT: Vests immediately upon grant.]


 


[FOR OPTIONS VESTING PER VESTING SCHEDULE,
INSERT: Quarterly, starting on January 1, 2015. For example: an employee was awarded an annual grant of 1,000 Options on 1st
of January 2015:


		a)	vesting event 1st of April 2015 for 250 Options



		b)	vesting event 1st of July 2015 for 250 Options



		c)	vesting event 1st of October 2015 for 250 Options



		d)	vesting event 1st of January 2016 for 250 Options.]



 


4.  Exercise
of Option. This Option may be exercised, to the extent vested (under Section 3 above), in whole or in part at any
time before the Option expires by delivery of a written notice of exercise (pursuant to Section 5 below) and payment of the
purchase price. The purchase price may be paid in cash or such other method permitted by the Committee under Section 5.6 of
the Plan and communicated to the Optionee before the date the Optionee exercises the Option.


 


5. Method
of Exercising Option. Subject to the terms of this Agreement, the Option may be exercised by timely delivery to the
Company of written notice, which notice shall be effective on the date received by the Company. The notice shall state the
Optionee’s election to exercise the Option and the number of underlying shares in respect of which an election to
exercise has been made. Such notice shall be signed by the Optionee, or if the Option is exercised by a person or persons
other than the Optionee because of the Optionee’s death, such notice must be signed by such other person or persons and
shall be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the
Option.


 






    	 



    	 



    

 


6. Term
of Option. The Option granted under this Agreement expires, unless sooner terminated, ten (10) years from the Grant
Date, through and including the normal close of business of the Company on the tenth (10th) anniversary of the
Grant Date (“Expiration Date”).


 


7. Termination
of Employment.


 


(a)If the
Optionee Terminates Employment for any reason other than death or Disability, the Optionee may at any time within the 90-day period
after the date of his or her Termination of Employment exercise the Option to the extent that the Optionee was entitled to exercise
the Option at the date of termination, provided that in no event shall the Option be exercisable after the Expiration Date.


 


(b)If the
Optionee Terminates Employment by reason of his death or Disability, Sections 8.2 and 8.3, respectively, of the Plan will govern.


 


8. Nontransferability. The
Incentive Stock Options granted by this Agreement shall not be transferable by the Optionee or any other person
claiming through the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or
as otherwise provided by the Committee (See Article 7 of the Plan).


 


9. Continuation
of Employment. This Agreement shall not be construed to confer upon the Optionee any right to continue employment
with the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate
Optionee’s employment at any time.


 


10. Administration. This
Agreement shall at all times be subject to the terms and conditions of the Plan and the Plan shall in all respects
be administered by the Committee in accordance with the terms of and as provided in the Plan. The Committee shall have the
sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the majority of the
Committee with respect thereto and to this Agreement shall be final and binding upon the Optionee and the Company. In the
event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall
control.


 


11. Waiver
and Modification. The provisions of this Agreement may not be waived or modified unless such waiver or modification
is in writing and signed by a representative of the Committee.


 


12. Adjustments.
The number of shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted by the Committee pursuant to
Article 14 of the Plan, as the Committee shall deem appropriate, in the event of a change in the Company’s capital
structure.


 


13. Securities
Act. The Company shall not be required to deliver any shares of Stock pursuant to the vesting of Options if, in the
opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws or regulations.


 


14. Voting
and Other Shareholder Related Rights. The Optionee will have no voting rights or any other rights as a shareholder of
the Company with respect to any Incentive Stock Options until exercised by the Optionee.


 


15. Copy of
Plan. By the execution of this Agreement, the Optionee acknowledges receipt of a copy of the Plan.


 


16. Governing
Law. This Agreement shall be interpreted and administered under the laws of the State of Delaware.


 


17. Amendments. This
Agreement may be amended only by a written agreement executed by the Company and the Optionee.


 


MANY OF THE PROVISION OF THIS AWARD AGREEMENT
ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR THERE IS
A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL.


 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized representative and Optionee has signed this Agreement,
and this Agreement shall be effective as of the day and year first written above.


 





	 	 	Net Element, Inc. 
	 	 	 	 
	 	 	By:	 
	 	 	Name:   	 
	Date	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	 	 	Optionee