Exhibit 10.1


 


SMARTMETRIC, INC.


2018 PROFESSIONAL/CONSULTANT
STOCK COMPENSATION PLAN


 


1.  Purpose. The
purpose of this Plan is to provide compensation in the form of shares of Common Stock, par value $0.001 per share, of SmartMetric,
Inc. (the “Company”) to eligible professionals, advisors, and consultants that have previously rendered services or
that  will  render  services  during  the  term  of this
2018 Professional/Consultant Stock Compensation Plan (hereinafter referred to as the “Plan.”)


 


2.  Administration. (a)  This
Plan shall be administered by the Company’s Board of Directors (the “Board”) who may from time to time issue
orders or adopt resolutions, not inconstant with the provisions of this Plan, to interpret the provisions and supervise the administration
of this Plan. The President shall make initial determinations as to which professionals, advisors, and consultants will
be considered to receive shares under this Plan and will provide a list to the Board. All final determinations shall be by the
affirmative vote of a majority of the members of the Board at a meeting called for such purpose, or reduced to writing and signed
by a majority of the members of the Board. Subject to the Company’s Bylaws, all decisions made by the Board in selecting eligible professionals,
advisors, and consultants (hereinafter referred to as Consultants), establishing the number of shares, and construing the provisions
of this Plan shall be final, conclusive and binding on all persons including the Company, shareholders, employees and Consultants.


 


(b)  The
Board may from time to time appoint a Consultants Plan Committee, consisting of at least one member of the Board and one officer,
none of whom shall be eligible to participate in the Plan while members of the Committee. The Board may delegate to such Committee
power to select the particular Consultants that are to receive shares, and to determine the number of shares to be allocated to
each such Consultant.


 


(c) If the Securities
and Exchange Commission (the “SEC”) rules and/or regulations relating to the registration of shares of Common Stock
pursuant to a Registration Statement on Form S-8 should change during the terms of this Plan, the Board shall have the power to
alter this Plan to conform to such changes.


 


3.  Eligibility.  Shares
shall be granted only to Consultants that are within that class who are eligible to be granted shares registered pursuant to a
Registration Statement on Form S-8.


 


4.  Shares Subject to
the Plan.  The total number of shares of Common Stock to be subject to this Plan is 20,000,000. The shares subject
to the Plan will be registered with the SEC on a Registration Statement on Form S-8.


 


5.  Death of Consultant. If
a Consultant dies while he is a Consultant to the Company or of any subsidiary, or within 90 days after termination, the shares,
to the extent that the Consultant was to be issued shares under Plan, may be issued to his personal representative or the person
or persons to whom his rights under the plan  shall  pass  by  his  will  or  by  the  applicable  laws  of  descent
and distribution.


 


6.  Termination of Consultant,
Retirement or Disability.  If a Consultant shall cease to be retained by the Company for any reason (including retirement
and disability) other than death after he shall have continuously been so retained for his specified term, he may, but only within
the three-month period immediately following such termination, request his pro-rata number of shares for his services already rendered.


 


7.  Termination of the
Plan.  This Plan shall terminate one year after its adoption by the Board.


At such time, any shares that remain
unsold shall be removed from registration by means of a post-effective amendment to the Form S-8.


 


8.  Effective Date of
the Plan.  This Plan shall become effective upon its adoption by the Board.


 


[-Signature page follows-]


 






     


     


    

 


CERTIFICATION OF ADOPTION


(By the Board of Directors)


 


The undersigned, being the members
of the Board of Directors of Smartmetric, Inc. hereby certifies that the foregoing Plan was adopted by a unanimous vote of the
Board of Directors on May 2, 2018.


 


/s/ C. Hendrick


 






C. Hendrick, Director


 


/s/ Jay Needelman


 






Jay Needelman, Director


 


/s/ Elizabeth Ryba


 






Elizabeth Ryba, Director