Exhibit 10.8


 





GLASSESOFF INC.


NON-QUALIFIED STOCK OPTION AGREEMENT


FOR


[  insert name of optionee
here  ]


 


Dated: ________________, 20__


 


Agreement

(this “Agreement”)


 


1.                 
Grant of Option. GlassesOff Inc., a Nevada corporation (the “Company”), hereby grants,
as of [DATE] (the “Date of Grant”), to [NAME] (the “Optionee”) an option (this “Option”)
to purchase up to [●] shares of the Company’s common stock, $0.001 par value per share (the “Shares”),
at an exercise price per Share equal to $[●] (the “Exercise Price”). This Option is granted under and
pursuant to the GlassesOff Inc. 2013 Incentive Compensation Plan (the “Plan”), which is incorporated herein
for all purposes. This Option is subject to the terms and conditions set forth herein and in the Plan. This Option is a Non-Qualified
Stock Option and not an Incentive Stock Option. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound by all of the terms and conditions of this Agreement and the Plan and all applicable laws and regulations.


 


2.                 
Definitions; Sections. Unless otherwise provided herein, capitalized terms used herein that are defined in
the Plan and not defined herein shall have the respective meanings attributed thereto in the Plan. Unless otherwise provided,
a reference to a Section refers to a Section of this Agreement.


 


3.                 
Exercise Schedule. Except as otherwise provided in Section 6 or Section 9, or in the Plan,
this Option is exercisable as provided below. To the extent that this Option has become exercisable with respect to a percentage
of Shares as provided below, this Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from
time to time prior to the expiration of this Option as provided herein with respect to the percentage of Shares that have vested.
The following table indicates each date (each, a “Vesting Date”) upon which the Optionee shall be entitled
to exercise this Option with respect to the percentage of Shares as indicated beside the applicable Vesting Date, provided that
the Continuous Service of the Optionee continues through and on the applicable Vesting Date:










 





	Percentage of Shares	Vesting Date
	 	 
	 	 
	 	 
	 	 







 


Except as otherwise
specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and
all vesting shall occur only on the applicable Vesting Date. Upon the termination of the Optionee’s Continuous Service, any
unvested portion of this Option shall terminate and be null and void.


 






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4.                 
Method of Exercise. The vested portion of this Option shall be exercisable in whole or in part in accordance
with the exercise schedule set forth in Section 3 by written notice which shall state the election to exercise this Option,
the number of whole Shares in respect of which this Option is being exercised, and such other representations and agreements as
to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions
of the Plan. No fractional Shares may be exercised pursuant to this Option. Such written notice shall be signed by the Optionee
and shall be delivered in person, by certified mail or by overnight courier to the Secretary of the Company. The written notice
shall be accompanied by payment of the Exercise Price, as provided in Section 5. This Option shall be deemed to be exercised
after both (a) receipt by the Company of such written notice accompanied by the full Exercise Price and (b) arrangements that
are satisfactory to the Committee in its sole discretion have been made for Optionee’s payment to the Company of the amount,
if any, that is necessary to be withheld in accordance with applicable Federal or state withholding requirements. No Shares shall
be issued pursuant to this Option unless and until such issuance and such exercise shall comply with all relevant provisions of
applicable law, including the requirements of any stock exchange upon which the Shares are then traded.





 







5.                 
Method of Payment. The Optionee may pay the Exercise Price by any of the following methods, or a combination
thereof, at the election of the Optionee: (a) cash; (b) check; (c) to the extent permitted by the Committee, with Shares
owned by the Optionee, or the withholding of Shares that otherwise would be delivered to the Optionee as a result of the exercise
of this Option, or (d) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice
together with such other documentation, and subject to such guidelines, as the Committee shall require to effect an exercise of
this Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or,
subject to applicable laws, a margin loan sufficient to pay the Exercise Price and any applicable income or employment taxes,
or (e) such other consideration or in such other manner as may be determined by the Committee in its absolute discretion.










 





6.                 
Termination of Option. Any unexercised portion of this Option shall automatically and without notice terminate
and become null and void at the time of the earliest to occur of the following:










 


(a)               
unless the Committee otherwise determines in writing in its sole discretion, three months after the date on which the Optionee’s
Continuous Service is terminated other than by reason of (i) by the Company or a Subsidiary for Cause, (ii) a Disability of the
Optionee as determined by a medical doctor satisfactory to the Committee, or (iii) the death of the Optionee;


 


(b)              
immediately upon the termination of the Optionee’s Continuous Service by the Company or a Subsidiary for Cause;


 


(c)               
twelve months after the date on which the Optionee’s Continuous Service is terminated by reason of a Disability as
determined by a medical doctor satisfactory to the Committee;


 


(d)              
twelve months after the date of termination of the Optionee’s Continuous Service by reason of the death of the Optionee;
or


 






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(e)               
the tenth anniversary of the date as of which this Option is granted.


 


7.                 
Transferability. Unless otherwise determined by the Committee in its sole discretion, this Option is not
transferable otherwise than by will or under the applicable laws of descent and distribution, and, during the lifetime of the
Optionee, this Option shall be exercisable only by the Optionee or the Optionee’s guardian or legal representative. In addition,
neither the Optionee nor the Optionee’s guardian, legal representative or other agent may assign, negotiate, pledge or hypothecate
this Option in any way (whether by operation of law or otherwise), and this Option shall not be subject to execution, attachment
or similar process. Upon any attempt by the Optinionee or the Optionee’s guardian, legal representative or other agent to
transfer, assign, negotiate, pledge or hypothecate this Option, or in the event of any levy upon this Option by reason of any
execution, attachment or similar process contrary to the provisions hereof, this Option shall immediately terminate and shall
become null and void. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and permitted
assigns of the Optionee.


 


8.                 
No Rights of Stockholders. Neither the Optionee nor any guardian, legal representative or personal representative
(or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any
Shares purchasable or issuable upon the exercise of this Option, in whole or in part, prior to the date on which the Shares are
issued by the Company following the Optionee’s valid exercise of this Option.





 


9.                 
Acceleration of Exercisability of Option.


 


(a)               
Acceleration Upon Change in Control. This Option shall become immediately fully exercisable in the event that,
prior to the termination of this Option pursuant to Section 6, and during the Optionee's Continuous Service, there is a
Change in Control, unless either (i) the Company is the surviving entity in the Change in Control and this Option continues
to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable to this Option
immediately prior to the Change in Control or (ii) the successor company or its parent company assumes, or substitutes for, this
Option, as determined in accordance with Section 10(c)(ii) of the Plan.


 


(b)              
Death or Disability. If the Optionee’s Continuous Service terminates by reason of a Disability of the
Optionee or the death of the Optionee, this Option shall become fully vested and exercisable as of the date on which the Optionee’s
Continuous Service terminates.


 


10.             
No Right to Continued Employment. Neither this Option nor this Agreement shall confer upon the Optionee
any right to continued employment or service with the Company.


 


11.             
Law Governing. This Agreement shall be governed in accordance with and governed by the internal laws
of the State of Nevada.


 





12.             
Interpretation / Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions
of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan adopted by the Committee as may be in effect from time to time. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement
shall be deemed to be modified accordingly. The Optionee accepts this Option subject to all of the terms and provisions of the
Plan and this Agreement. The undersigned Optionee hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.


 







 






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13.             
Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given
when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case
of the Company, to the Company’s Secretary at [                 ],
or if the Company should move its principal office, to such principal office, and, in the case of the Optionee, to the Optionee’s
last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address
at any time hereafter in a notice satisfying the requirements of this Section.










 


14.             
Section 409A.


 


(a)               
It is intended that this Option be exempt from Section 409A of the Code (“Section 409A”) because it is
believed that (i) the Exercise Price may never be less than the Fair Market Value of a Share on the Date of Grant and the number
of shares subject to this Option is fixed on the original Date of Grant, (ii) the transfer or exercise of this Option is subject
to taxation under Section 83 of the Code and Treas. Reg. 1.83-7, and (iii) this Option does not include any feature for the deferral
of compensation other than the deferral of recognition of income until the exercise thereof. The provisions of this Agreement shall
be interpreted in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed
or substituted for, converted or otherwise modified without the Optionee’s prior written consent if and to the extent that
such amendment, adjustment, assumption or substitution, conversion or modification would cause this Option to violate the requirements
of Section 409A. In the event that either the Company or the Optionee believes, at any time, that any benefit or right under this
Agreement is subject to Section 409A, then the Committee may (acting alone and without any required consent of the Optionee) amend
this Agreement in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements
of Section 409A (including without limitation, amending this Agreement to increase the Exercise Price to such amount as may be
required in order for this Option to be exempt from Section 409A).


 


(b)              
Notwithstanding the foregoing, the Company does not make any representation to the Optionee that this Option awarded pursuant
to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other
obligation to indemnify or hold harmless the Optionee or any Beneficiary for any tax, additional tax, interest or penalties that
the Optionee or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof
or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.


 


15.             
Clawback of Benefits. 


 


(a)               
The Company may (i) cause the cancellation of this Option, (ii) require reimbursement of any benefit conferred under this
Option to the Optionee or Beneficiary, and (iii) effect any other right of recoupment of equity or other compensation provided
under the Plan or otherwise in accordance with any Company policies that currently exist or that may from time to time be adopted
or modified in the future by the Company and/or applicable law (each, a “Clawback Policy”). In addition, the
Optionee may be required to repay to the Company certain previously paid compensation, whether provided under the Plan or this
Agreement or otherwise, in accordance with any Clawback Policy. By accepting this Award, the Optionee agrees to be bound by any
existing or future Clawback Policy adopted by the Company, or any amendments that may from time to time be made to the Clawback
Policy in the future by the Company in its discretion (including without limitation any Clawback Policy adopted or amended to comply
with applicable laws or stock exchange requirements) and further agrees that all of the Optionee’s Award Agreements may be
unilaterally amended by the Company, without the Optionee’s consent, to the extent that the Company in its discretion determines
to be necessary or appropriate to comply with any Clawback Policy.


 






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(b)              
If the Optionee, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary
or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or
agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary,
as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion
of this Option may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the
Optionee or other person to whom any payment has been made or Shares or other property have been transferred in connection with
this Option to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized
upon the exercise of this Option and the value realized (whether or not taxable) on the vesting or payment of any other Award as
specified by the Committee.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first set forth above.


 





	 	COMPANY:
	 	GLASSESOFF INC.
	 	 	 
	 	 	 
	 	By:	                    
	 	Name:  	 
	 	Title:	 







 


The Optionee acknowledges
receipt of a copy of the Plan and represents that he or she has reviewed the provisions of the Plan and this Agreement in their
entirety, is familiar with and understands their terms and provisions, and hereby accepts this Option subject to all of the terms
and provisions of the Plan and this Agreement. The Optionee further represents that he or she has had an opportunity to obtain
the advice of counsel prior to executing this Agreement.


 


 


 





	 	OPTIONEE:
	 	 	 
	 	 	 
	 	By:  	 
	 	 	[                                            ]




 






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