Exhibit 10.3


 


NXT-ID, INC.

 

2017 STOCK INCENTIVE PLAN 


 


	1.	PURPOSE 


 


The purpose of the Nxt-ID, Inc. 2017 Stock
Incentive Plan (the “Plan”) is to promote the interests of Nxt-ID, Inc. (the “Company”) and its stockholders
by allowing the Company to attract and retain consultants, professionals and service providers who provide services to the Company,
provided that such services are bona fide services that are not of a capital-raising nature (“Eligible Persons”). The
Plan is expected to contribute to the attainment of these objectives by enabling the Company to pay Eligible Persons utilizing
shares of common stock, par value $0.0001 per share, of the Company (“Shares”) in addition to cash and to grant to
such Eligible Persons Shares which are restricted as provided in Section 5 of this Plan (“Restricted Shares”). In addition,
the Plan is expected to contribute to the attainment of these objectives by enabling the Company to pay Eligible Persons utilizing
stock options (“Options”), which Options may be exercised for Shares.


 


	2.	ADMINISTRATION 


 


The Plan shall be administered by the Company’s
Board of Directors or the Compensation Committee of the Board of Directors (collectively referred to as the “Board”).
Subject to the provisions of the Plan, the Board shall be authorized to interpret the Plan; to establish, amend and rescind any
rules and regulations relating to the Plan; and to make all determinations necessary or advisable for the administration of the
Plan. The determinations of the Board in the administration of the Plan, as described herein, shall be final and conclusive. Each
of the Chief Executive Officer, the Chief Financial Officer and the Secretary of the Company shall be authorized to implement the
Plan in accordance with its terms and to take such actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes of the Plan. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan
shall be determined in accordance with the laws of the State of Delaware.


 


	3.	ELIGIBILITY


 


The class of individuals eligible to receive
Restricted Shares or Options (the “Awards”) under the Plan shall be persons who are Eligible Persons (as defined above).
Any holder of an Award granted under the Plan shall hereinafter be referred to as a “Participant,” an “Awardee,”
or collectively as “Participants” or “Awardees.”


 


	4.	SHARES SUBJECT TO THE PLAN 


 


	(a)	Subject to adjustment as provided in Section 6 hereof, the maximum number of Shares (including Shares underlying Options) that may be delivered to Participants under the Plan shall be limited to 10% of the Company’s outstanding common stock, which calculation shall be made on the first (1st) business day of each new fiscal year; provided that for fiscal year 2017 1,500,000 shares of Common Stock may be delivered to Participants under the Plan. Thereafter, the 10% evergreen provision shall govern the Plan. The Shares to be delivered under the Plan may consist of either Shares authorized and reserved for the Plan or Shares subsequently acquired by the Company as treasury Shares, including Shares purchased in the open market or in private transactions.


 


	(b)	In the event that, prior to the date the Plan shall terminate in accordance with Section 10 hereof, any Award granted under the Plan expires unexercised or unvested or is terminated, surrendered or cancelled without the delivery of Shares, or any Restricted Shares are forfeited back to the Company, then the Shares subject to such Award may be made available for subsequent Awards under the terms of the Plan.


 


	5.	GRANT, TERMS AND CONDITIONS OF RESTRICTED SHARES AND/OR OPTIONS 


 


	(a)	The Board may from time to time grant Restricted Shares or Options under the Plan to Eligible Persons, subject to such restrictions, vesting conditions, conditions to exercise Options, and other conditions or terms as the Board may determine. At the time a grant of an Award is made, the Board shall determine the duration of the period (the “Restricted Period”) (if Restricted Shares are being granted) during which, and the conditions under which, the Restricted Shares shall vest and no longer be subject to forfeiture to the Company. The Board may, in its discretion, at the time a grant of Restricted Shares is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period. Any Shares granted under the Plan may be deemed to be Restricted Shares by virtue of time vesting or performance vesting milestones placed on the Shares when granted to a Participant.


 






     

     


    

 


	(b)	The Restricted Shares granted under this Plan shall have the following terms and conditions:


 


	 	(i)	Non-transferability of Restricted Shares. Restricted Shares may not be assigned, alienated, pledged, attached, sold or otherwise transferred, encumbered or disposed of during the applicable Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted Shares. Notwithstanding the foregoing, Restricted Shares may be transferred pursuant to a qualified domestic relations order, as defined in Section 414(p) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision.


 


	 	(ii)	Termination of Service as an Eligible Person. Any Restricted Shares granted to a Participant pursuant to this Plan may be forfeited if the Participant terminates service as an Eligible Person for any reason other than death or total disability prior to the expiration or termination of the applicable Restricted Period and the satisfaction of any other conditions applicable to such Restricted Shares. Upon such forfeiture, the Chief Executive Officer, the Chief Financial Officer or the Secretary of the Company shall cause the Restricted Shares that are forfeited to the Company to be either cancelled or retained as treasury Shares. If a Participant shall die while serving as an Eligible Person or if a Participant’s service as an Eligible Person ceases as a result of the Participant’s becoming totally disabled, all restrictions and conditions applicable to the Restricted Shares held by the Participant shall immediately lapse.


 


	 	(iii)	Change of Control. Upon the occurrence of a Change of Control, all restrictions and conditions applicable to the Restricted Shares held by Participants shall immediately lapse. “Change in Control” shall mean a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the Company’s assets to a non-affiliate of the Company.


 


	 	(iv)	Award Agreement. Each Award of Restricted Shares under this Plan shall be evidenced by an agreement with the Company which shall contain the terms and conditions of the Restricted Shares and shall otherwise be consistent with the provisions of this Plan.


 


	(c)	The Options granted under this Plan shall have the following terms and conditions:


 


	 	(i)	The Board will designate each Eligible Person to whom an Option is to be granted and will specify the number of Shares covered by such Option.


 


	 	(ii)	Option Price. The exercise price per Share subject to an Option shall be determined by the Board, but in no event shall the exercise price per Share subject to an Option be less than one hundred percent (100%) of the fair market value of the Share on the date of grant.


 


	 	(iii)	Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the date such Option was granted.


  


	(d)	If the Board deems it necessary or appropriate, the Company may issue, in the name of each Participant to whom Restricted Shares have been granted, one or more stock certificates representing the total number of Restricted Shares granted to the Participant, provided that such stock certificates bear an appropriate legend or other restriction on transfer. The Chief Executive Officer, the Chief Financial Officer or the Secretary of the Company shall hold such stock certificates, properly endorsed for transfer, for the Participant’s benefit until such time as the Restricted Shares are forfeited to the Company or the applicable Restricted Period expires and any other conditions applicable to the Restricted Shares are satisfied.


 






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	(e)	Holders of Restricted Shares shall not have the right to vote such Restricted Shares or the right to receive any dividends with respect to such Restricted Shares. All distributions, if any, received by a Participant with respect to Restricted Shares as a result of any split-up, distribution, combination of shares of common stock, or other similar transaction affecting the Shares shall be subject to the restrictions of this Section 5.


 


	(f)	Upon the expiration or termination of the applicable Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for or other appropriate documentation evidencing the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, to the Eligible Person or the Eligible Person’s beneficiary or estate, as the case may be.


 


	6.	ADJUSTMENT AND CHANGES IN SHARES 


 


If, after the Effective Date (as defined
below), there is a stock dividend or stock split, recapitalization (including payment of an extraordinary dividend), merger, consolidation,
combination, spin-off, distribution of assets to stockholders, exchange of shares, or other similar corporate change affecting
the Shares, the Board shall appropriately adjust the aggregate number of Shares (including Shares underlying Options) available
for Awards under the Plan or subject to outstanding Awards, and any other factors, limits or terms affecting any outstanding or
subsequently issuable Awards as may be appropriate.


 


	7.	PLAN AMENDMENT AND TERMINATION 


 


The Plan shall automatically terminate
on the tenth (10th) anniversary of the Plan’s Effective Date (as defined below). The Board may terminate, suspend or amend
the Plan at any time without stockholder approval except to the extent that stockholder approval is required to satisfy applicable
requirements imposed by (a) Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation;
or (b) the rules of any exchange on or through which the Shares are then listed or traded. If the Plan is terminated, the terms
of the Plan, notwithstanding such termination, shall continue to apply to Awards granted prior to such termination.


 


	8.	APPLICABLE LAW AND REGISTRATION 


 


The grant of Awards and the issuance of
Shares (including Shares underlying Options upon their exercise) shall be subject to all applicable laws, rules and regulations
and to such approvals of any governmental agencies or securities exchanges as may be required. Notwithstanding the foregoing, no
Shares or Options shall be issued under the Plan unless the Company is satisfied that such issuance will be in compliance with
applicable federal and state securities laws. Shares issued under the Plan may be subject to such stop transfer orders and other
restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any exchange on or through which the Shares are then listed or traded, or any applicable federal or state securities
law. The Board may cause a legend or legends to be placed on any stock certificates issued under the Plan to make appropriate reference
to restrictions within the scope of this Section 8 or other provisions of the Plan.


 


	9.	TAX CONSEQUENCES 


 


The Plan is not qualified under Section
401(a) of the Code.


 


Shares awarded to a Participant may be
subject to any number of restrictions (including deferred vesting, limitations on transfer, and forfeitability) imposed by the
Board. In general, the receipt of Shares with restrictions will not result in the recognition of income by a Participant until
such time as the Shares are either not forfeitable or are freely transferable.


 


No Incentive Stock Options (as that term
is defined in Section 422 of the Code) shall be awarded under the Plan. All Options awarded under the Plan will be considered non-qualified
stock options.


 


	10.	EFFECTIVE DATE AND DURATION OF PLAN 


 


The Plan shall become effective on the
date of the adoption of the Plan by the Board and the stockholders of the Company (the “Effective Date”). Subject to
the provisions of Section 7 hereof, the Plan shall continue until the tenth (10th) anniversary of the Effective Date unless the
Plan is terminated by exhaustion of the Shares available for issuance under the Plan.


 


 


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