Exhibit
10.2


 


OMNIA
WELLNESS INC.


2020
EQUITY INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 





STOCK
OPTION AGREEMENT, dated as of [_____], between Omnia Wellness Inc., a Nevada corporation (the “Company”), and [_____]
(the “Grantee”).


 


W
I T N E S S E T H:


 


WHEREAS,
as of March 5, 2020, the Company adopted the 2020 Equity Incentive Plan (the “Plan”), which Plan authorizes, among
other things, the grant of options to purchase shares of common stock, no par value (“Common Stock”), of the Company
to directors, officers and employees of the Company and to other individuals; and


 


WHEREAS,
the Company’s Board of Directors or Compensation Committee of the Board of Directors, as administrator of the Plan, has
determined that it would be in the best interests of the Company to grant the option documented herein.


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.
Definitions. Capitalized terms not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.


 


2.
Grant of Option. Subject to the terms and conditions of the Plan and as set forth herein, the Company hereby grants to
the Grantee, as of the date hereof, an option (the “Option”) to purchase from the Company all or any part of an aggregate
number of [___] shares of Common Stock (the “Optioned Shares”).


 


3.
Vesting. Subject to such further limitations as are provided in the Plan and as set forth herein, the Option shall become
exercisable at a per share price of $[___] (“Exercise Price”), the Grantee having the right hereunder to purchase
from the Company the indicated number of Optioned Shares upon exercise of the Option, on and after such dates, in cumulative fashion:


 


	Exercise

        

        Date
	 	Non−Qualified

                                                                                Stock Options
	 	Incentive Stock

                                                                                Options
	 	Restricted
                                         Stock

        

        
	 	Restricted
                                         Stock

        

        Units

		 		 		 		 	
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


Only
those Optioned Shares indicated above as “Incentive Stock Options” are intended by the parties hereto to be, and be
treated as, “incentive stock options” (as such term is defined under Section 422 of the Code). The Option may not
be exercised with respect to less than 100 Optioned Shares (or the Optioned Shares then subject to purchase under the Option,
if less than 100 shares) or for any fractional shares.


 




    	 



    	 



    

 


4.
Termination of Option. The Option, to the extent not previously exercised and subject to Section 7(g) of the Plan, shall
terminate and become null and void on [_____].


 


5.
Exercisability. (a) Upon a termination of the Grantee’s employment, the Option shall be exercisable only to the extent
that the Option is vested and is in effect on the date of such termination of the Grantee’s employment.


 


(b)
To the extent exercisable, the Option may be exercised by a legal representative on behalf of the Grantee in the event of such
permanent disability, or, in the case of the death of the Grantee, by the estate of the Grantee or by any person or persons who
acquired the right to exercise the Option by bequest or inheritance or by reason of the death of the Grantee.


 


6.
Manner of Exercise. Subject to Section 7(h) of the Plan, the Option shall be exercisable in full or in part, at any time
after vesting, until termination of the right to exercise. If less than all of the shares of Common Stock included in the vested
portion of an Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the exercise
period.


 


(b)
Options or portions thereof may be exercised by giving written notice to the Company, in such form and method as may be determined
by the Company, which notice shall specify the number of shares of Common Stock to be purchased, and be accompanied by payment
in the amount of the aggregate exercise price for the Common Stock so purchased, which payment shall be in a form specified in
Section 7.1(i) of the Plan. The Company shall not be obligated to issue, transfer or deliver a certificate representing shares
of Common Stock to the Grantee, until provision has been made by the Grantee, to the satisfaction of the Company for the payment
of the aggregate exercise or purchase price, as applicable, for all Option shares shall have been exercised or settled and in
satisfaction of any tax withholding obligations associated with such exercise or settlement.


 


(c)
Upon exercise of the Option in the manner prescribed by this Section 6 and otherwise pursuant to the Plan, delivery of a certificate
for the Optioned Shares then being purchased shall be made at the principal office of the Company to the person exercising the
Option within a reasonable time after the date of exercise specified in the notice of exercise.


 


7.
Non−Transferability of Option. Options and unvested restricted stock and restricted stock units granted under the
Plan and the rights and privileges conferred by the Plan may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution, and shall not be
subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of any options and unvested restricted stocks and restricted stock units or of any right or privilege conferred by the Plan contrary
to the provisions hereof, or upon the sale, levy or any attachment or similar process upon the rights and privileges conferred
by the Plan, such Options and unvested restricted stock and restricted stock units shall thereupon terminate and become null and
void.


 




    	 



    	 



    

 


8.
No Special Employment Rights. Neither the granting of the Option nor its exercise shall be construed to confer upon the
Grantee any right with respect to the continuation of his or her employment by the Company (or any subsidiary of the Company)
or interfere in any way with the right of the Company (or any subsidiary of the Company), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of
the Grantee from the rate in existence as of the date hereof.


 


9.
Tax Consequences. (a) All tax consequences under any applicable law which may arise from the grant of this Option or the
exercise thereof, the sale or disposition of any Optioned Shares granted hereunder or issued upon exercise of this Option or from
any other action of the Grantee in connection with the foregoing shall be borne and paid solely by the Grantee, and the Grantee
shall indemnify the Company, and its Subsidiary Corporation and Affiliates, and shall hold them harmless against and from any
liability for any such tax or penalty, interest or indexation thereon. The Grantee agrees to, and undertakes to comply with, any
ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection with the
foregoing which is approved by the Company. The Grantee is advised to consult with a tax advisor with respect to the tax consequences
of receiving or exercising this Option. The Company does not assume any responsibility to advise the Grantee on such matters,
which shall remain solely the responsibility of the Grantee.


 


(b)
The Grantee shall notify the Company in writing promptly and in any event within ten (10) days after the date on which the Grantee
first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any
manner to the Option granted or received hereunder or Optioned Shares issued thereunder and shall continuously inform the Company
of any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the Company and its representatives
to participate in any proceedings and discussions concerning such matters. Upon request, the Grantee shall provide to the Company
any information or document relating to any matter described in the preceding sentence, which the Company, in its discretion,
requires.


 


10.
No Rights of Stockholder. The Grantee shall not be deemed for any purpose to be a stockholder of the Company with respect
to the Option except to the extent that the Option shall have been exercised with respect thereto and, in addition, a stock certificate
shall have been issued theretofore and delivered to the Grantee.


 


11.
Amendment. In addition to and subject to the terms and conditions of the Plan, the Board or a committee appointed by the
Board to administer the Plan (the “Committee”), whichever shall then have authority to administer the Plan, may amend
this Agreement with the consent of the Grantee when and subject to such conditions as are deemed to be in the best interests of
the Company and in accordance with the purposes of the Plan.


 


12.
Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company,
to its principal place of business, attention: Secretary, and, if to the Grantee, to the address as appearing on the records of
the Company. Such communication or notice shall be deemed given if and when (a) properly addressed and posted by registered or
certified mail, postage prepaid, or (b) delivered by hand.


 




    	 



    	 



    

 


13.
Incorporation of Plan by Reference. The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated
herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. In the event of any inconsistency
between the Plan and this Agreement, the Plan shall govern. The Board or the Committee, whichever shall then have authority to
administer the Plan, shall interpret and construe the Plan and this Agreement, and their interpretations and determinations shall
be conclusive and binding upon the parties hereto and any other person claiming an interest hereunder, with respect to any issue
arising hereunder or thereunder.


 


14.
Acknowledgement. The Grantee acknowledges receipt of the copy of the Plan attached hereto as Exhibit A.


 


15.
Governing Law. The validity, construction and interpretation of this Agreement shall be governed by and determined in accordance
with the laws of the State of New York.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date above written.


 


	 	OMNIA WELLNESS INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	GRANTEE:
	 	 	 
	 	 	 
	 	Name:
    	 


 




    	 



    	 



    

 


Exhibit
A


 


2020
Equity Incentive Plan