Exhibit
10.1


 


NUZEE,
INC.


RESTRICTED
STOCK AWARD AGREEMENT


(2019
EQUITY INCENTIVE PLAN)


 


This
Stock Award Agreement (the “Agreement”) is entered into as of [DATE], (the “Grant Date”),
by and between NuZee, Inc., a Nevada corporation (“the Company”), and [NAME] (“Participant”)
pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”). Any capitalized term not defined in
this Agreement shall have the same meaning ascribed to it in the Plan.


 


1.
Grant of Restricted Stock. The Company hereby grants to Participant an award of [ ] Restricted Shares (the “Award”).
The Restricted Shares granted pursuant to the Award shall be issued in the form of book entry Shares in the name of Participant
as soon as reasonably practicable after the Grant Date and shall be subject to the execution and return of this Agreement by the
Participant to the Company.


 


2.
Restrictions on Transfer. Unless otherwise determined by the Committee, the Restricted Shares issued under this Agreement
may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until all restrictions
on such Restricted Shares shall have lapsed in the manner provided in Section 3, 4 or 5 hereof.


 


3.
Lapse of Restrictions Generally. Except as provided in Sections 4, 5 and 6 hereof, the number of the Restricted Shares
issued hereunder shall vest, and the Period of Restriction will end with respect to such Restricted Stock as follows, provided
Participant has not ceased to be a Service Provider on each such applicable date: (i) the Period of Restriction will lapse for
[%] of the Restricted Shares on [DATE], (ii) the Period of Restriction will lapse for [%] of the Restricted Shares on [DATE],
and (iii) the Period of Restriction will lapse for [%] of the Restricted Shares on [DATE]. For the avoidance of doubt, (i) the
Period of Restriction will lapse for [#] Restricted Shares on [DATE], (ii) the Period of Restriction will lapse for [#] Restricted
Shares on [DATE] and (iii) the Period of Restriction will lapse for [#] Restricted Shares on [DATE].


 


4.
Effect of Certain Terminations of Employment. If Participant’s status as a Service Provider is terminated by the
Company without Cause, all Restricted Shares which have not become vested in accordance with Section 3 or 5 hereof shall vest,
and the Period of Restriction with respect to such Restricted Shares shall lapse, as of the date of the termination of Participant
as a Service Provider.


 


5.
Effect of Change in Control. In the event of a Change in Control at any time on or after the Grant Date, provided Participant
has not ceased to be a Service Provider from the Date of Grant through the effective date of the Change in Control, all Restricted
Shares which have not become vested in accordance with Section 3 or 4 hereof shall vest, and the Period of Restriction with respect
to such Restricted Shares shall lapse as of the effective date of the Change in Control.


 


6.
Forfeiture of Restricted Shares. Any and all Restricted Shares which have not become vested and for which the Period of
Restriction has not lapsed in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon
the termination by the Participant, or the Company, of the Participant’s status as a Service Provider for any reason other
than those set forth in Section 4 hereof prior to such vesting and the lapse of the Period of Restriction.


 


7.
Delivery of Restricted Shares. Evidence of book entry Shares with respect to Restricted Shares for which the Period of
Restrictions has lapsed pursuant to Section 3, 4 or 5 hereof or, if requested by Participant prior to such lapse of the Period
of Restrictions, a stock certificate with respect to such Restricted Shares, shall be delivered to the Participant as soon as
practicable following the date on which the Period of Restrictions on such Restricted Shares has lapsed, free of all restrictions
hereunder.


 


8.
Dividends and Voting Rights. Upon issuance of the Restricted Shares, Participant shall have all of the rights of a stockholder
with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or
made with respect thereto; provided, however, that dividends or distributions declared or paid on the Restricted Shares by the
Company prior to the lapse of the Period of Restrictions with respect to such Shares shall be deferred and reinvested in
Shares of Restricted Stock based on the Fair Market Value of a Share on the date such dividend or distribution is paid or made
(provided that no fractional Shares will be issued), and the additional Shares of Restricted Stock thus acquired shall be subject
to the same restrictions on transfer, forfeiture, and Period of Restrictions as the Restricted Shares in respect of which such
dividends or distributions were made.


 




    	 	 	 



    	 



    

 


9.
No Right to Continued Employment. Nothing in this Agreement or the Plan shall interfere with or limit in any way the right
of the Company or any Subsidiary to terminate Participant’s status as a Service Provider, nor confer upon Participant any
right to continuance of his or her status as a Service Provider by the Company or any Subsidiary.


 


10.
Withholding of Taxes.


 


10.1
Prior to the delivery to Participant of a stock certificate or evidence of book entry Shares with respect to Restricted Shares
for which the Period of Restrictions has lapsed, Participant shall pay to the Company the federal, state and local income taxes
and other amounts as may be required by law to be withheld by the Company (the “Withholding Taxes”) with respect
to such Restricted Shares. The Participant may satisfy such tax withholding obligation, in whole or in part by one or more of
the following: (i) paying by cash or check, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair
Market Value equal to the minimum amount required to be withheld, (iii) delivering to the Company already vested and owned Shares
having a Fair Market Value equal to the amount required to be withheld, or (iv) selling a sufficient number of such Shares otherwise
deliverable to Participant under this Award through such means as the Company may determine in its sole discretion equal to the
amount required to be withheld. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding
obligations hereunder at the time any applicable Restricted Shares otherwise are scheduled to vest and for the Period of Restrictions
to lapse, Participant will permanently forfeit such Shares.


 


10.2
Participant understands that Participant may elect to be taxed at the time the Restricted Shares are awarded rather than when
Restricted Shares vest and the Period of Restriction lapses by filing an election under Section 83(b) of the Code with the Internal
Revenue Service within 30 days from the Grant Date. THE PARTICIPANT (AND NOT THE COMPANY OR ANY OF ITS AGENTS) SHALL BE SOLELY
RESPONSIBLE FOR APPROPRIATELY FILING THE 83(B) ELECTION FORM, EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS AGENTS TO MAKE THIS
FILING ON PARTICIPANT’S BEHALF. THE 83(B) ELECTION FORM MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS AFTER
THE DATE OF GRANT OF THIS RESTRICTED STOCK.


 


11.
Participant Bound by the Plan. Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by
all the terms and provisions thereof.


 


12.
Modification of Agreement. This Agreement may be modified, amended, suspended or terminated, and any terms or conditions
may be waived, but only by a written instrument executed by the parties hereto.


 


13.
Notices. All notices required or permitted in connection with this Agreement shall be in writing and shall be deemed delivered
and received: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile
to the specified address or number, if sent during normal business hours of the recipient; if not, then on the next business day,
(iii) three days after having been sent by registered or certified mail to the specified address, return receipt requested, postage
prepaid, or (iv) one day after deposit with a nationally recognized overnight courier directed to the specified address for next
day delivery, with written notification of receipt. All communications shall be sent to the address of Participant set forth on
the Company’s records, and, if to the Company, at the Company’s principal place of business, or at such other address
or electronic mail address as any party hereto may designate in advance.


 


14.
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or
invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in
full force in accordance with their terms.


 




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15.
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws
of the State of Nevada without giving effect to the conflicts of laws principles thereof.


 


16.
Assignment. The Company may assign this Agreement or any of its rights under this Agreement to single or multiple assignees.
This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred or delegated by Participant
without the prior written consent of the Company. Any attempt by Participant without such consent to assign, transfer or delegate
any rights, duties or obligations that arise under this Agreement shall be void.


 


17.
Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company.
This Agreement shall inure to the benefit of Participant’s legal representatives. All obligations imposed upon Participant
and all rights granted to the Company under this Agreement shall be binding upon the Participant’s heirs, executors, administrators
and successors.


 


18.
Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made
hereunder shall be final, binding and conclusive on Participant, the Participant’s heirs, executors, administrators and
successors, and the Company for all purposes.


 


19.
Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a
waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights
granted to both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any
other legal remedy available to it.


 


20.
Entire Agreement. This Agreement and the terms and conditions of the Plan constitute the entire understanding between Participant
and the Company, and supersede all other agreements, whether written or oral, with respect to the Award.


 


21.
Headings. The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.


 


22.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same agreement.


 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Award Agreement as of the date first above written.


 


	NUZEE,
    INC.    	 	PARTICIPANT
	 	 	 	 	 
	By:
    	 	 	By:	 
	Name:	[NAME]	 	Name:	[NAME]
	Title:	[TITLE]	 	Title:	[TITLE]


 




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