Exhibit 10.2


 


 


 


WEBER INC.


 


NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT


 


(For Employees)


 


This
Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into by and between Weber Inc. (the “Company”)
and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of
the Non-Qualified Stock Option (the “Options”) granted to the Participant under the Weber Inc. Omnibus Incentive Plan
(the “Plan”).


 


Participant’s
Name:


 


	 	 	 	 	 
	Award
Type 
	“Date
of Grant” 
	Number
of Shares Subject to Options 
	Per
Share Exercise Price 
	“Vesting
Schedule” 

	Options	[●]	[●]	$[●]	[●]


 


Subject to the
attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the
Participant, on the Date of Grant, the Options, with the per Share exercise price and the Vesting Schedule as set forth above. Capitalized
terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in
the Plan.


 


IN WITNESS WHEREOF, the Company has
duly executed and delivered this Agreement as of the Date of Grant.


 






 


	WEBER INC.	 	PARTICIPANT








 


	By:	 	 	 
	 	Name:  [●]	 	Name: [●]
	 	Title:  [●]	 	 


 



 


PLEASE RETURN ONE SIGNED COPY OF
THIS AGREEMENT TO:


 


Weber Inc.





1415 S. Roselle Road





Palatine, Illinois
60067





Attn: [●]


 




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WEBER
INC.


 


WEBER
INC. OMNIBUS INCENTIVE PLAN


 


Terms
and Conditions of Option Grant


 


		1.	GRANT
                                            OF OPTIONS. The Options have been granted to the Participant as an incentive for the
                                            Participant to continue to provide services to the Company and its Affiliates, including
                                            the Affiliate employing the Participant (the “Employer”), and to align
                                            the Participant’s interests with those of the Company. Each Option represents an option
                                            to purchase one Share at the per Share exercise price set forth on the first page of this
                                            Agreement. The Options are not intended to be an incentive stock option under Section 422
                                            of the Internal Revenue Code of 1986 (the “Code”), as amended.



 


		2.	VESTING;
                                            FORFEITURE. The Options shall vest in accordance with the Vesting Schedule, subject to
                                            the Participant’s continuous service with the Company and its Affiliates through each
                                            applicable vesting date. Any unvested portion of the Options shall be immediately forfeited
                                            upon the Participant’s Termination of Service for any reason; provided, however, that
                                            upon a Participant’s Termination of Service due to his or her death or Disability (as
                                            defined below), all of the Options shall be deemed to be vested as of the date of the Termination
                                            of Service. The entirety of the Options, whether vested or unvested, shall be immediately
                                            forfeited upon the Participant’s (i) Termination of Service due to the Participant’s
                                            termination by the Company and its Affiliates for Cause or (ii) breach of any restrictive
                                            covenants to which the Participant is subject with respect to the Company or its Affiliates
                                            (including those set forth in the Restrictive Covenant Agreement). For purposes of this Agreement,
                                            “Disability” means that the Participant is by reason of any medically
                                            determinable physical or mental impairment that can be expected to result in death or last
                                            for a continuous period of not less than twelve (12) months either (x) unable to engage in
                                            any substantial gainful activity, or (y) receiving income replacement benefits for a period
                                            of not less than three (3) months under an accident and health plan covering employees of
                                            the Employer. The determination of whether or not the Participant’s termination is
                                            due to “Disability” will be determined by the Committee.



 


		3.	TERM
                                            OF OPTIONS. The term of the Options shall expire at close of the principal stock market
                                            or exchange on which the Shares are quoted or traded on the tenth (10th) anniversary
                                            of the Date of Grant, unless terminated earlier in accordance herewith. In no event may any
                                            portion of the Options be exercised after it has expired.



 


		4.	MANNER
                                            OF EXERCISE. The Participant may, subject to the limitations in this Agreement and the
                                            Plan, exercise all or any portion of the Options that have vested. In order to exercise the
                                            Options, the Participant shall deliver to the Company a written notice specifying the number
                                            of Shares to be purchased in respect of the Options, accompanied by (i) payment in full of
                                            the entire exercise price with respect to such Shares and an amount at least equal to the
                                            aggregate minimum taxes which the Company is obligated to withhold and deposit on behalf
                                            of the Participant, with respect to such exercise (the “Withholding Obligation”)
                                            or (ii) (x) delivery of an irrevocable and unconditional undertaking by a creditworthy broker
                                            to deliver promptly to the Company sufficient funds to pay in full the



 




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exercise
price with respect to such Shares and the Withholding Obligation or (y) delivery by the Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay in the full
the exercise price with respect to such Shares and the Withholding Obligation. The Committee may, in its sole discretion, permit the
Participant to pay all or part of the exercise price or the Withholding Obligation of the Participant by delivering to the Company for
cancellation, Shares issued in respect of the exercise of the Options or an unexercised, but then exercisable, portion of the Options
to purchase Shares; provided that only whole Shares (or a portion of the Options representing only whole Shares) may be so used
for payment of the Withholding Obligation and any portion of the Withholding Obligation which cannot be satisfied with whole Shares (or
a portion of the Options representing only whole Shares) must be paid in cash. No portion of the Options may be exercised after they
have expired pursuant to Section ‎3 above or the termination of the Participant’s rights with respect to the Options pursuant
to Section ‎5 below.


 


		5.	EXERCISE
                                            IN THE EVENT OF DEATH, DISABILITY OR OTHER TERMINATION OF SERVICE.



 


		(a)	Death
                                            or Disability. If the Participant dies while employed by, or providing services to, the
                                            Company or a Subsidiary, all or any part of the Options which was exercisable by the Participant
                                            immediately prior to his or her death may be exercised by the Participant’s designated
                                            Beneficiary, the Participant’s estate or the person to whom such Options are transferred
                                            by will or the applicable law of descent and distribution, at any time before the earlier
                                            of (i) the twelve (12) month anniversary of the date of death and (ii) the time such Options
                                            would otherwise expire. If the Participant’s employment or service is terminated by
                                            the Company or a Subsidiary as a consequence of his or her Disability, any Options held by
                                            the Participant at the time of such termination may be exercised by the Participant at any
                                            time before the earlier of (A) the twelve (12) month anniversary of the date of his or her
                                            Termination of Service and (B) the time such Options would otherwise expire. To the extent
                                            the Options were not exercisable on the date of the Participant’s death or Termination
                                            of Service as a consequence of his or her Disability, such portion of the Options shall terminate.



 


		(b)	For Cause.
                                            If the Participant’s employment or service is terminated by the Company for Cause,
                                            any portion of the Options held by the Participant shall be immediately cancelled and may
                                            not thereafter be exercised, even if exercisable on the date of such Termination of Service.



 


		(c)	Exercise
                                            Following Termination of Service. If the Participant incurs a Termination of Service
                                            for any reason other than death or Disability or for Cause, the Options held by the Participant
                                            at the time of such Termination of Service, to the extent vested at such time, may be exercised
                                            at any time before the earlier of (i) the three (3) month anniversary of the date of his
                                            or her Termination of Service and (ii) the time such Options would otherwise expire. Except
                                            as set forth in this Section ‎‎‎5(c), to the extent the Options were not exercisable
                                            on the date of the Participant’s Termination of Service, such portion of the Options
                                            shall terminate.



 




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		6.	NONTRANSFERABILITY.
                                            No portion of the Options may be sold, assigned, transferred, encumbered, hypothecated, or
                                            pledged by the Participant, other than (i) to the Company as a result of forfeiture of the
                                            Options or (ii) by will or the applicable law of descent and distribution. This provision
                                            shall not apply to any Shares received upon exercise of the Options.



 


		7.	TAX
                                            AND WITHHOLDING. Pursuant to rules and procedures that the Company or the Employer establishes,
                                            federal, state, local or foreign income or other tax or other withholding obligations arising
                                            upon exercise of the Options may be satisfied, in the Committee’s sole discretion,
                                            by having the Company or the Employer withhold Shares, by having the Participant tender Shares
                                            or by having the Company or the Employer withhold cash if the Company provides for a cash
                                            withholding option, in each case in an amount sufficient to satisfy the tax or other withholding
                                            obligations. Shares withheld or tendered will be valued using the Fair Market Value of the
                                            Shares on the date the Options are exercised. Any withholding or tendering of Shares shall
                                            comply with the requirements of Financial Accounting Standards Board, Accounting Standards
                                            Codification, Topic 718, and any withholding satisfied through a net-settlement of the Options
                                            shall be limited to the maximum statutory withholding requirements. The Participant acknowledges
                                            that, if he or she is subject to taxes in more than one jurisdiction, the Company or the
                                            Employer may be required to withhold or account for taxes in more than one jurisdiction.



 


		8.	RIGHTS
                                            AS STOCKHOLDER. The Participant will not have any rights as a stockholder in the Shares
                                            corresponding to the Options prior to exercise of the Options.



 


		9.	SECURITIES
                                            LAW COMPLIANCE. The Company may, if it determines it is appropriate, affix any legend
                                            to the stock certificates representing Shares issued upon exercise of the Options and any
                                            stock certificates that may subsequently be issued in substitution for the original certificates.
                                            The Company may advise the transfer agent to place a stop order against such Shares if it
                                            determines that such an order is necessary or advisable.



 


		10.	COMPLIANCE
                                            WITH LAW. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition
                                            of Shares issued upon exercise of the Options (whether directly or indirectly, whether or
                                            not for value and whether or not voluntary) must be made in compliance with any applicable
                                            constitution, rule, regulation or policy of any of the exchanges, associations or other institutions
                                            with which the Company has membership or other privileges, and any applicable law, or applicable
                                            rule or regulation of any governmental agency, self-regulatory organization or state or federal
                                            regulatory body.



 


		11.	RESTRICTIVE
                                            COVENANTS. As a condition precedent to the grant of the Options, the Participant agrees
                                            to be subject to the restrictive covenants as set forth in Exhibit
                                            A (the “Restrictive Covenant Agreement”).



 


		12.	MISCELLANEOUS.



 


		(a)	No Right
                                            To Continued Employment or Service. This Agreement shall not confer upon the Participant
                                            any right to continue in the employ or service of the Company or an Affiliate, including
                                            the Employer, or to be entitled to any remuneration or



 




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benefits
not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or an Affiliate, including the Employer,
to modify the terms of or terminate the Participant’s employment or service at any time.


 


		(b)	No Advice
                                            Regarding Grant. The Company is not providing any tax, legal or financial advice, nor
                                            is the Company making any recommendations regarding the Participant’s participation
                                            in the Plan or acquisition or sale of the underlying Shares. The Participant is hereby advised
                                            to consult with his or her own personal tax, legal and financial advisors regarding his or
                                            her participation in the Plan before taking any action related to the Plan or the Options.



 


		(c)	Cancellation/Clawback.
                                            The Participant hereby acknowledges and agrees that the Participant and the Options are subject
                                            to the terms and conditions of Section 18 of the Plan (regarding reduction, cancellation,
                                            forfeiture or recoupment of Awards upon the occurrence of certain specified events).



 


		(d)	Plan
                                            to Govern. This Agreement and the rights of the Participant hereunder are subject to
                                            all of the terms and conditions of the Plan as the same may be amended from time to time,
                                            as well as to such rules and regulations as the Committee may adopt for the administration
                                            of the Plan.



 


		(e)	Amendment.
                                            Subject to the restrictions set forth in the Plan, the Company may from time to time suspend,
                                            modify or amend this Agreement or the Plan. Subject to the Company’s rights pursuant
                                            to Sections 5(c), 14 and 19 of the Plan, no amendment of the Plan or this Agreement may,
                                            without the consent of the Participant, adversely affect the rights of the Participant in
                                            a material manner with respect to the Options granted pursuant to this Agreement.



 


		(f)	Severability.
                                            In the event that any provision of this Agreement shall he held illegal or invalid for any
                                            reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement,
                                            and this Agreement shall be construed and enforced as if the illegal or invalid provision
                                            had not been included.



 


		(g)	Entire
                                            Agreement. This Agreement, the Plan and the Restrictive Covenant Agreement contain all
                                            of the understandings between the Company and the Participant concerning the Options granted
                                            hereunder and supersede all prior agreements and understandings.



 


		(h)	Successors.
                                            This Agreement shall be binding upon and inure to the benefit of any successor or successors
                                            of the Company and any person or persons who shall, upon the Participant’s death, acquire
                                            any rights hereunder in accordance with this Agreement or the Plan.



 


		(i)	Governing
                                            Law. To the extent not preempted by federal law, this Agreement shall be construed in
                                            accordance with and governed by the laws of the State of Delaware, without regard to any
                                            conflicts or choice of law, rule or principle that might otherwise refer the interpretation
                                            of the award to the substantive law of another jurisdiction.



 



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