Exhibit 10.10


 


AKOUSTIS TECHNOLOGIES, INC.


2016 STOCK INCENTIVE PLAN


 


Stock Option Agreement


 


THIS AGREEMENT (together
with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant
Date” on Schedule A attached hereto, is between AKOUSTIS TECHNOLOGIES, INC., a Delaware corporation (the “Company”),
and an Employee, Director or Consultant of the Company or an Affiliate, as identified on Schedule A attached hereto (the
“Participant”).


 


R E C I T A L S :


 


In furtherance of the
purposes of the Akoustis Technologies, Inc. 2016 Stock Incentive Plan, as it may be hereafter amended and/or restated (the “Plan”),
and in consideration of the services of the Participant and such other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Participant hereby agree as follows:


 


1.         
Incorporation of Plan. The rights and duties of the Company and the Participant under this Agreement shall
in all respects be subject to and governed by the provisions of the Plan, a copy of which has been made available to the Participant
and the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in this Agreement
and those of the Plan, the provisions of the Plan shall govern, unless the Administrator determines otherwise. The terms of this
Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because they impose greater or additional
restrictions, obligations or duties, or if this Agreement provides that the Agreement terms apply notwithstanding the provisions
to the contrary in the Plan. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions
as set forth in the Plan.


 


2.         
Grant of Option; Term of Option. The Company hereby grants to the Participant pursuant to the Plan, as a matter
of separate inducement and agreement in connection with his employment with or service to the Company, and not in lieu of any salary
or other compensation for his services, the right and option (the “Option”) to purchase all or any part of such
aggregate number of shares (the “Shares”) of common stock of the Company, $0.001 par value (the “Common
Stock”), at a purchase price (the “Exercise Price”) as specified on Schedule A, attached hereto,
and subject to such other terms and conditions as may be stated herein or in the Plan or on Schedule A. The Participant
expressly acknowledges that the terms of Schedule A shall be incorporated herein by reference and shall constitute part of this
Agreement. The Company and the Participant further acknowledge and agree that the signatures of the Company and the Participant
on the Grant Notice contained in Schedule A shall constitute their acceptance of all of the terms of the Plan and this Agreement
and their agreement to be bound by the terms of the Plan and this Agreement. The Option shall be designated as a Nonqualified
Option. Except as otherwise provided in the Plan or this Agreement, this Option shall expire if not exercised in full by the Expiration
Date specified on Schedule A.


 


3.         
Exercise of Option.


 


(a)        Subject to the terms of the Plan and this Agreement, the Option shall vest and become exercisable on the date or dates,
and subject to such conditions, as are set forth on Schedule A.


 



     


     


    

 


(b)        To the extent that the Option is exercisable but is not exercised, the Option shall accumulate and be exercisable by the
Participant in whole or in part at any time prior to expiration of the Option, subject to the terms of the Plan and this Agreement.
The Participant expressly acknowledges that the Option shall vest and be exercisable only upon such terms and conditions as
are provided in this Agreement (including the terms set forth in Schedule A) and the Plan. Upon the exercise of the Option
in whole or in part, payment of the Exercise Price in accordance with the provisions of the Plan and this Agreement and satisfaction
of such other conditions as may be established by the Administrator, the Company shall, as soon thereafter as practicable, deliver
to the Participant a certificate or certificates (or, in the case of uncertificated shares, other written notice of ownership in
accordance with Applicable Law) for the Shares purchased. Payment of the Exercise Price may be made in the form of cash or cash
equivalent; and, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may
be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares
of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (ii) by shares
of Common Stock withheld upon exercise; (iii) so long as a Public Market exists at the time of exercise of the Option, by delivery
of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions
to promptly deliver to the Company the amount of sale or loan proceeds to pay the Exercise Price; (iv) by such other payment methods
as may be approved by the Administrator and which are acceptable under Applicable Law; and/or (v) by any combination of the foregoing
methods. Shares delivered or withheld in payment on the exercise of the Option shall be valued at their Fair Market Value on the
date of exercise, as determined by the Administrator or its designee in accordance with the terms of the Plan.


 


4.         
Termination of Employment or Service.


 


(a)        If the employment or service of the Participant shall be terminated for any reason other than termination by the Company
without Cause, termination by the Participant for Good Reason or termination due to the Participant’s death or Disability
(which death or Disability occurred during the performance of the Participant’s duties as an employee of the Company; provided,
however, that the Participant was not negligent in the performance of such duties) and all or any part of the Option has
not vested pursuant to the terms of the Plan and this Agreement, the Option, to the extent not then vested, shall be forfeited
immediately upon such termination, and the Participant shall have no further rights with respect thereto.


 


(b)        If the employment or service of the Participant is terminated by the Company without Cause, terminated by the Participant
for Good Reason or terminated due to the Participant’s death or Disability (which death or Disability occurred during the
performance of the Participant’s duties as an employee of the Company; provided, however, that the Participant
was not negligent in the performance of such duties), any part of the Option that has not vested pursuant to the terms of the Plan
and this Agreement shall vest as of the Participant’s termination date; provided, however, that the Participant
hereby agrees not to sell, transfer, assign, pledge or otherwise encumber any Shares acquired upon the exercise of the Option (other
than by will or the laws of intestate succession or to cover withholding tax obligations in accordance with Section 12 of this
Agreement) until such time as the Option would have otherwise vested with respect to such Shares had the employment or service
of the Participant not been terminated.


 


For purposes of this
Section 4, “Cause,” “Good Reason” and “Disability” shall have the meanings ascribed to them
under the Participant’s employment agreement with the Company, dated as of July 14, 2017. The Administrator shall have sole
discretion to determine the basis for the Participant’s termination of employment or service, including whether such termination
is due to Cause, Good Reason, or death or Disability occurring during the non-negligent performance of the Participant’s
duties as an employee of the Company.


 


5.         
No Right of Continued Employment or Service; Forfeiture of Option; No Right to Future Awards. Neither the
Plan, this Agreement, the grant of the Option, nor any other action related to the Plan shall confer upon the Participant any right
to continue in the employ or service of the Company or an Affiliate as an Employee, Director or Consultant, as the case may be,
or interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment or service
at any time. Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the Option
shall terminate upon termination of the Participant’s employment or service. The Participant acknowledges and agrees that
the Company has no obligation to advise the participant of the expiration of the Option. The grant of the Option does not create
any obligation to grant further awards. For purposes of this Agreement, references to “employment” or similar terms
shall include reference to service unless the Administrator determines otherwise.


 



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6.         
Effect of Change of Control. Notwithstanding the provisions of Section 3, in the event of a Change of Control,
the Option shall, to the extent not then vested or previously forfeited or cancelled, become vested if and to the extent provided
below:


 


(a)        To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the
Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms
or with substantially equivalent economic benefits (as determined by the Administrator) as an Option outstanding under the Plan
immediately prior to the Change of Control event, the Option shall become fully vested and exercisable as of the date of the Change
of Control.


 


(b)       Further, in the event that the Option is substituted, assumed or continued as provided in Section 6(a) herein, the Option
shall nonetheless become vested and exercisable in full if the Participant’s employment or service is terminated by the Company
or an Affiliate (or any successor thereto) not for Cause or by the Participant for Good Reason within two years after the effective
date of a Change of Control. The Administrator shall have sole discretion to determine the basis for the Participant’s termination
of employment or service, including whether such termination is for Good Reason.


 


(c)        Notwithstanding Sections 6(a) and (b), in the event that the Participant has entered into an employment agreement, consulting
agreement or other similar agreement, plan or policy as of the effective date of the Plan, the Participant shall be entitled to
the greater of the benefits provided upon a change of control of the Company under the Plan or the respective employment agreement
or other arrangement as in effect on the Plan effective date, and such agreement or arrangement shall not be construed to reduce
in any way the benefits otherwise provided upon a Change of Control.


 


7.         
Nontransferability of Option. This Option shall not be transferable (including by sale, assignment, pledge
or hypothecation) other than by will or the laws of intestate succession, except for transfers if and to the extent permitted by
the Administrator in a manner consistent with the registration provisions of the Securities Act of 1933, as amended (the “Securities
Act”). Except as may be permitted by the preceding sentences, this Option shall be exercisable during the Participant’s
lifetime only by him or by his guardian or legal representative. The designation of a beneficiary in accordance with the Plan does
not constitute a transfer.


 


8.         
Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements
of the Company with respect to the grant of the Option, any other equity-based awards or any related rights, and the Participant
hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede
or amend any existing confidentiality agreement, non-solicitation agreement, non-competition agreement, employment agreement or
any other similar agreement between the Participant and the Company, including, but not limited to, any restrictive covenants contained
in such agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
executors, administrators, heirs, successors and assigns.


 


9.         
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of
the United States.


 



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10.        Amendment and Termination; Waiver. This Agreement may be amended, altered, suspended and/or terminated as
provided in the Plan. Without limiting the effect of the foregoing, (a) the Administrator shall have unilateral authority to amend
the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable
Law (including but in no way limited to Code Section 409A, Code Section 422 and federal securities laws), and (b) the Administrator
also shall have the unilateral authority to make adjustments to the terms and conditions of the Option in recognition of unusual
or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or
of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or
necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach
of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by
the Participant.


 


11.        No Rights as Stockholders. The Participant and his legal representatives, legatees, distributees or transferees
shall not be deemed to be the holder of any Shares subject to the Option and shall not have any rights of a stockholder unless
and until certificates for such Shares have been issued and delivered to him or her or them (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with Applicable Law shall have been provided).


 


12.        Withholding; Tax Matters.


 


(a)        The Participant acknowledges that the Company shall require the Participant to pay the Company in cash the amount of any
tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the
account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or
any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Administrator may in its discretion establish
procedures to require or permit the Participant to satisfy such obligations in whole or in part, and any local, state, federal,
foreign or other income tax obligation relating to the Option, by delivery to the Company of shares of Common Stock held by the
Participant (which are fully vested and not subject to any pledge or other security interest) and/or by the Company withholding
shares of Common Stock from the Shares to which the Participant is otherwise entitled. The number of Shares to be withheld shall
have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but
not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting
principles), the amount of such obligations being satisfied. Such withholding obligations shall be subject to such terms and procedures
as may be established by the Administrator, provided, however, that if any sell-to-cover or similar program shall
be approved by the Administrator in connection with the Plan, the Participant shall be permitted to satisfy the Participant’s
withholding obligations by participating in such program, subject to compliance with the Company’s Insider Trading Policy
and any other applicable laws, regulations, and Company policies.


 


(b)        The Participant acknowledges that he is solely responsible and liable for the satisfaction of all taxes and penalties that
may arise in connection with the Option (including but not limited to any taxes arising under Code Section 409A), and the Company
shall not have any obligation to indemnify or otherwise hold the Participant harmless from any or all such taxes. The Participant
further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences
(including, but not limited to, income tax consequences) related to the transactions contemplated by this Agreement, and the Participant
is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges
that there may be adverse tax consequences upon the grant of the Option and/or the acquisition or disposition of the Shares or
any other benefit related to the Option and that the Participant has been advised that he consult with his own attorney, accountant
and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant also acknowledges
that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for
the Participant.


 



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13.        Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all
aspects of the Plan, shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement
as are provided in the Plan, including, but not limited to, the sole authority to determine whether and to what degree the Option
has vested. Any interpretation of this Agreement by the Administrator and any decision made by it with respect to this Agreement
are final and binding.


 


14.        Notices. Except as may be otherwise provided by the Plan or determined by the Administrator, any written notices
provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered
or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three
business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant,
at the Participant’s address indicated on Schedule A (or such other address as may be designated by the Participant
in a manner acceptable to the Administrator), or, if to the Company, at the Company’s principal office, attention Chief Executive
Officer, Akoustis Technologies, Inc. Notice may also be provided by electronic submission, if and to the extent permitted by the
Administrator.


 


15.        Severability. If any provision of this Agreement is held illegal or invalid for any reason, such illegality
or invalidity shall not affect the remaining parts of the Agreement (which shall be construed or deemed amended to conform to Applicable
Law), and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.


 


16.        Restrictions on Option and Shares. The Company may impose such restrictions on the Option and the Shares or
other benefits underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities
laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws or other
laws applicable to such Option or Shares. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the
Company shall not be obligated to issue, deliver or transfer shares of Common Stock, to make any other distribution of benefits,
or to take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not
limited to the requirements of the Securities Act). The Company is under no obligation to register the Shares with the Securities
and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any
state or foreign securities laws, stock exchange or similar organization, and the Company shall have no liability for any inability
or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant
to the exercise of the Option in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal
counsel.


 


17.        Rules of Construction. Headings are given to the sections of this Agreement solely as a convenience to facilitate
reference. The reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise)
be construed to refer to any amendment to or successor of such provision of law.


 


18.        Right of Offset. Notwithstanding any other provision of the Plan or this Agreement, the Company may at any
time (subject to any Code Section 409A considerations), reduce the amount of any payment or benefit otherwise payable to or on
behalf of the Participant by the amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that
is or becomes due and payable, and, by entering into this Agreement, the Participant shall be deemed to have consented to such
reduction.


 



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19.        Effect of Certain Changes in Status. Notwithstanding the other terms of the Plan or this Agreement, the Administrator
has discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of the Option or at
any time thereafter, the effect, if any, on the Option (including but not limited to modifying the vesting and/or exercisability
of the Option) if the Participant’s status as an Employee, Director or Consultant changes, including but not limited to a
change from full-time to part-time, or vice versa, or if other similar changes in the nature or scope of the Participant’s
employment or service occur.


 


20.        Compliance with Recoupment, Ownership and Other Policies or Agreements. Without limiting the terms of the
Plan and as a condition to receiving this Option or any benefit thereunder, the Participant agrees that he shall abide by all provisions
of any equity retention policy, stock ownership guidelines, compensation recovery policy and/or other policies adopted by the Company
or an Affiliate, each as in effect from time to time and to the extent applicable the Participant. In addition, the Participant
shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to him under Applicable
Law.


 


21.        Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to
execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent
of this Agreement.


 


[Signatures follow on Schedule A/Grant
Notice.]


 



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AKOUSTIS TECHNOLOGIES, INC. 


2016 STOCK INCENTIVE PLAN 


 


Stock Option Agreement


 


Schedule A/Grant Notice


 


1.          Pursuant
to the terms and conditions of the Company’s 2016 Stock Incentive Plan, as it may be hereafter amended (the “Plan”),
you (the “Participant”) have been granted an option (the “Option”) to purchase 75,000
shares (the “Shares”) of the Company’s Common Stock as outlined below.


 


	Name of Participant:	John Thomas Kurtzweil
	 	 
	Address:	2230 Wheeler Road
	 	 
	 	Raleigh, NC  27607
	 	 
	 	 
	Grant Date:	September 27, 2017
	 	 
	Number of Shares Subject to Option:	75,000
	 	 
	Exercise Price:	$7.12
	 	 
	Type of Option:	Nonqualified Option
	 	 
	Participant Type (Mark One):	☑ Employee
	 	☐ Director
	 	☐ Consultant
	 	 
	Expiration Date (Last day of Option Period):	September 26, 2027
	 	 
	Vesting Schedule/Conditions:	25% First Anniversary of Grant Date
	 	 
	 	25% Second Anniversary of Grant Date
	 	 
	 	25% Third Anniversary of Grant Date
	 	 
	 	25% Fourth Anniversary of Grant Date




 





2.       By
my signature below, I, the Participant, hereby acknowledge receipt of this Grant Notice and the Option Agreement (the “Agreement”)
dated September 27, 2017, between the Participant and Akoustis Technologies, Inc. (the “Company”) which
is attached to this Grant Notice. I understand that the Grant Notice and other provisions of Schedule A herein are incorporated
by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound
by the terms of the Plan and the Agreement, including but not limited to the terms of this Grant Notice and the other provisions
of Schedule A contained herein. The Company reserves the right to treat the Option and the Agreement as cancelled, void and of
no effect if the Participant fails to return a signed copy of the Grant Notice within 30 days of grant date stated above.


 



    Schedule A-1 


     


    

 


	Signature: 	/s/ John T. Kurtzweil	 	Date: 	October 16, 2017




	 	 	 	 	 
	 	Participant	 	Agreed to by:


 


	 	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 	 	 
	 	 	By:	/s/ Jeffrey B. Shealy




	 	 	 	Jeffrey B. Shealy





	 	 	 	President and Chief Executive Officer




	 	 	 	(principle executive officer)




	 	 	 	
	 	 	 	 
	Attest:	 	 	 
	 	 	 	 
	/s/ Lora G. Shealy



	 	 	 
	Lora G. Shealy



	 	 	 
	Corporate Secretary



	 	 	 


 


Note: If there are any discrepancies
in the name or address shown above, please make the appropriate corrections on this form and return to Akoustis Technologies, Inc.,
Attention Chief Executive Officer. Please retain a copy of the Agreement, including a signed copy of this Grant Notice, for your
files. 


 



    Schedule A-2