EXHIBIT 10.89


 


 


 


[number] Options


 


AMENDMENT TO STOCK OPTION AWARD AGREEMENT

DATED December 26, 2013


 


Reference is made to a certain Stock Option Award Agreement
(hereinafter the “Stock Option Agreement”) dated ___________, 20__, between Star Scientific, Inc. (the “Company”)
and __________________________ (the “Director”).


 


As authorized pursuant to Section 5.1(b) of the Star Scientific,
Inc. 2008 Incentive Award Plan, as amended from time to time, under which the 50,000 Options (the “Options”) awarded
by the Stock Option Agreement were granted to the Director, the Board of Directors of the Company is hereby exercising its discretion
to extend the period during which the Director may exercise on the Options until the expiration date of the Stock Option Agreement
(the “Extended Period of Exercisability”). To the extent the Stock Option Agreement contains provisions, including
those found on Section 2(d) through (g) of the Stock Option Agreement, that would restrict or limit the right to exercise the Options
to any shorter time period, those provisions are hereby superseded and of no further force and effect, such that any such provision
would not be construed to limit or restrict the ability of the Director to exercise the Options though the expiration date of the
Stock Option Agreement.


 


During the Extended Period of Exercisability, the Options shall
continue to become exercisable, as provided in Section 2(a) of the Stock Option Agreement, and generally shall remain subject to
the provisions of the Stock Option Agreement, with the exception of the provisions of Section 2(d) through (g) limiting the period
for exercise of the Options upon cessation of the Director’s service with the Company or upon death or disability.


 


In addition, for a period of six (6) years from date on which
the Director will have ceased to serve as a member of the Board of Directors, the Director shall have the benefit of directors
and officers liability insurance providing coverage for actions taken while serving as a member of the Board of Directors, to the
same extent, and in an amount not less than that provided by the Company for its most senior executives or members of the Board
of Directors.


 


In consideration for the promise made by the Company hereunder,
if requested by the Board of Directors, the Director has agreed to cooperate with the Company, at reasonable times and upon reasonable
notice, in any current or future litigation, potential litigation, action, suit, claim or proceeding whether civil, criminal, administrative
or investigative, and to assist the Company, or any of its subsidiaries or affiliates, in any such litigation, potential litigation,
action, suit, claim or proceeding, by making himself available to testify on behalf of the Company, or any of its subsidiaries
or affiliates, and by providing information and meeting and consulting with the Board of Directors and its representatives or counsel
or representatives or counsel of or to the Company, or any of its subsidiaries or affiliates. The Company agrees to reimburse the
Director for all reasonable out-of-pocket expenses incurred in connection with such cooperation and assistance; provided, however,
that all such expenses must be approved by the Company in advance. Notwithstanding anything herein or in the Stock Option Agreement
to the contrary, the Director understands and agrees that the Director’s failure to comply with the obligations set forth
in this paragraph will constitute a material breach of the Stock Option Agreement, as amended hereby.


 






    	 



    	 



    

 


Except with respect to any transfer by operation of law in connection
with the death of the Director or as otherwise agreed to by the Board or a committee thereof, the Options may not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) nor shall the Options be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Options contrary
to the provisions hereof, or upon the levy of any attachment or similar process upon the Options, the Options shall, at the election
of the Company, become null and void. The Stock Option Agreement is hereby ratified and confirmed and the parties acknowledge that
it is in full force and effect, as provided herein and this instrument shall be deemed to be a part of such Stock Option Agreement.
If this instrument is inconsistent with any provision of the Stock Option Agreement, this instrument shall control.


 


Executed as of this 26th day of December 2013.


 


 


 


	 	STAR SCIENTIFIC, INC.
	 	 	 
	 	 	 
	 	By	 	 
	 	 	Paul L. Perito, Esquire 
	 	 	Chairman, President and COO 
	 	 	1255 23rd Street, NW
	 	 	Suite 875
	 	 	Washington, DC 20037 
	 	 	 
	 	 	 
	 	By