Exhibit 10.2


 


LINDBLAD
EXPEDITIONS HOLDINGS, INC.

2015 LONG-TERM INCENTIVE PLAN


 


FORM
OF STOCK OPTION GRANT NOTICE


 


Capitalized terms not specifically
defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the
2015 Long-Term Incentive Plan (as amended from time to time, the “Plan”) of Lindblad Expeditions Holdings,
Inc. (the “Company”).


 


The Company has granted
to the participant listed below (“Participant”) the stock
option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan
and the Stock Option Agreement attached as Exhibit A (the “Agreement”),
both of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	Grant Date:	 
	Exercise Price per Share:	 
	Shares Subject to the Option:	 
	Final Expiration Date:	 
	Vesting Commencement Date:	 
	Vesting Schedule:	Subject to the terms of the Agreement, the Option will vest and become exercisable in equal installments on each of the first four anniversaries of the Vesting Commencement Date.
	Type of Option	 ̈  Incentive Stock Option          ý  Non-Qualified Stock Option
	 	 


 By Participant’s
signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has
reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan, this Grant Notice or the Agreement.


 





	LINDBLAD EXPEDITIONS HOLDINGS, INC.    	 	PARTICIPANT
	 	 	 
	By:	 	 	 
	Name:	          	 	Name:
	Title:	          	 	 




 






     


     


    

Exhibit A


 


STOCK OPTION AGREEMENT


 


Capitalized terms not specifically
defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


ARTICLE
I.

GENERAL


 


1.1          Grant of Option.
The Company has granted to Participant the Option effective as of the grant date set
forth in the Grant Notice (the “Grant Date”).


 


1.2          Incorporation
of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated
herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.


 


ARTICLE
II.

PERIOD OF EXERCISABILITY


 


2.1          Commencement
of Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting
Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated
and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding anything in the Grant Notice, the
Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option will immediately expire and be
forfeited as to any portion that is not vested and exercisable as of the date the Participant ceases to be a Service Provider (“Termination
of Service”) for any reason.


 


2.2          Duration of Exercisability.
The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable
until the Option expires. The Option will be forfeited immediately upon its expiration.


 


2.3          Expiration
of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following
to occur:


 


(a)          The
final expiration date in the Grant Notice;


 


(b)          Except
as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination
of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;


 


(c)          Except
as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of
Service by reason of Participant’s death or Disability; and


 


(d)          Except
as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.


 


As used in this Agreement,
“Cause” means (i) if Participant is a party to a written employment or consulting agreement with the
Company or its Subsidiary in which the term “cause” is defined (a “Relevant Agreement”),
“Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s
determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from
Participant’s Disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with
any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction,
plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime
involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal
drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities
for the Company or any of its Subsidiaries; or (E) Participant’s commission of an act of fraud, embezzlement, misappropriation,
misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.


 






     


     


    

 


ARTICLE
III.

EXERCISE OF OPTION


 


3.1          Person Eligible
to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death,
any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated
Beneficiary as provided in the Plan.


 


3.2          Partial Exercise.
Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part,
according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option
may only be exercised for whole Shares.


 


3.3          Tax Withholding.


 


(a)          The
Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance
with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any
portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.


 


(b)          Participant
acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless
of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with
the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries
do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.


 


ARTICLE
IV.

OTHER PROVISIONS


 


4.1          Adjustments.
Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in
this Agreement and the Plan.


 


4.2          Notices.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care
of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or
facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant
(or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing
address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section,
either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when
actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid
in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally
recognized express shipping company or upon receipt of a facsimile transmission confirmation.


 






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4.3          Titles. Titles
are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


4.4          Conformity to
Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the
extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform
to Applicable Laws.


 


4.5          Successors and
Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the
Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.


 


4.6          Limitations Applicable
to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section
16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that
are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed
amended as necessary to conform to such applicable exemptive rule.


 


4.7          Entire Agreement.
The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject
matter hereof.


 


4.8          Agreement Severable.
In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable
from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of
the Grant Notice or this Agreement.


 


4.9          Limitation on
Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement
creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general
unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and
rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when
exercised pursuant to the terms hereof.


 


4.10        Not a Contract
of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the
employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for
any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between
the Company or a Subsidiary and Participant.


 


4.11        Counterparts.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable
Law, each of which will be deemed an original and all of which together will constitute one instrument.


 






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4.12        Incentive Stock
Options. If the Option is designated as an Incentive Stock Option:


 


(a)          Participant
acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with respect to
the shares is granted) with respect to which stock options intended to qualify as “incentive stock options” under Section 422
of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000
or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive stock options”
under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock options. Participant
further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other stock options
into account in the order in which they were granted, as determined under Section 422(d) of the Code. Participant also acknowledges
that if the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason
of death or disability, the Option will be taxed as a Non-Qualified Stock Option.


 


(b)          Participant
will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement
if such disposition or other transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the
transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount
realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other
transfer.


 


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