Naked Brand Group Inc.: Exhibit 10.8 - Filed by newsfilecorp.com






NAKED BRAND GROUP INC. 2014 LONG-TERM INCENTIVE PLAN

OPTION AWARD AGREEMENT

THIS OPTION AGREEMENT (the “Agreement”) is made
effective as of June 6, 2014 (the “Date of Grant”) between Naked
Brand Group Inc., a Nevada corporation (the “Company”), and • (the
“Participant”).

This Agreement sets forth the general terms and conditions of
Options. By accepting the Options, the Participant agrees to the terms and
conditions set forth in this Agreement and the Naked Brand Group Inc. 2014
Long-Term Incentive Plan (the “LTIP”). 

Capitalized terms not otherwise defined herein shall have the
same meanings as in the LTIP. 

1. Grant of the Award. Subject to the provisions of this
Agreement and the LTIP, the Company hereby grants to the Participant the right
and option (the “Option”) to purchase • Common Shares at a
per-share exercise price equal to the fair market value of a share of the
Company’s Common Shares on the Date of Grant of •. The grant of the Option is
made in consideration of the services to be rendered by the Participant to the
Company pursuant to the • agreement, dated •, between the Participant and the
Company (the •).

2. Nature of the Options. The Option shall be intended
to qualify as an “incentive stock option” within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”), to the
maximum extent permissible under the limits contained in Section 422 of the
Code, and any portion of the Option that is in excess of the limits contained in
Section 422 of the Code on the grant date shall be granted as a “non-qualified
stock option.” Any portion of the Option granted as a non-qualified stock option
shall contain an “early exercise” feature pursuant to Section 7(d) of the LTIP,
which shall provide the Participant with the right (but not the obligation) to
immediately exercise such portion of the Option for shares of common stock of
the Company that shall be subject to the same vesting schedule as the underlying
stock options. 

3. Vesting Schedule. Subject to earlier termination in
accordance with the LTIP or this Agreement, the Option shall vest and become
exercisable in equal monthly installments over • years from, subject to the
Participant’s continued employment through the applicable vesting date, unless
previously vested or cancelled in accordance with the provisions of the LTIP or
this Agreement (each applicable date a “Scheduled Vesting
Date”).

4. Term and Forfeiture. The Options shall expire and no
longer be exercisable • years from the Date of Grant, subject to earlier
termination in accordance with the LTIP or this Agreement. Notwithstanding
anything in the LTIP, the • Agreement or this Agreement to the contrary, the
Option shall be fully forfeited by the Participant in the event that the LTIP is
not approved by the Company’s shareholders within 12 months of the date on which
the LTIP was approved by the Board;




5. Termination Without Cause; Resignation for Good
Reason. In the event that the Participant’s employment is terminated by the
Company without Cause, or if the Participant resigns from her employment
hereunder for Good Reason, and other than pursuant to Section 4(iii) of this
Agreement, the Option shall vest in full and be non-forfeitable as of the date
of termination. 

6. Death; Disability. If the Participant’s employment
with the Company terminates as a result of the Participant’s death or
Disability, a portion of the Options shall vest such that, when combined with
previously vested Options, an aggregate of 100% of the Options granted pursuant
to this Agreement shall have vested. Any vested Options shall continue to be
exercisable for a period of 180 days following the date of the Participant’s
death or Disability (but in no event later than the expiration of the term of
such Options as set forth herein). To the extent that any vested Options are not
exercised within such 180-day period, such Options shall be cancelled and revert
back to the Company for no consideration and the Participant or his estate, as
applicable, shall have no further right or interest therein. 

7. Termination of Employment for Cause; Resignation without
Good Reason. If the Participant’s employment is terminated by the
Company for Cause, or if the Participant resigns from her employment without
Good Reason, and other than pursuant to Section 4(iii) of this Agreement, all
further vesting of the Participant’s outstanding Options shall be immediately
cancelled and revert back to the Company for no consideration, and the
Participant shall have no further right or interest therein. Other than in cases
of a termination pursuant to Section 4(iii) of this Agreement, any vested
Options shall continue to be exercisable for a period of ninety (90) days
following the date of such termination; provided, however,
that if the date of such termination of the Participant’s employment
falls on a date on which the Participant is prohibited, by Company policy in
effect on such date, from engaging in transactions in the Company’s securities,
such termination date shall be extended to the date that is ten (10) days after
the first date that the Participant is permitted to engage in transactions in
the Company’s securities under such Company policy (but in no event later than
the expiration of the term of such Options as set forth herein). To the extent
that any vested Options are not exercised within such period following
termination of employment, such Options shall be cancelled and revert back to
the Company for no consideration and the Participant shall have no further right
or interest therein.

8. Change of Control. In the event of a Change of
Control, prior to any Scheduled Vesting Date, to the extent the successor
company (or a subsidiary or parent thereof) does not assume or provide a
substitute for the Options on substantially the same terms and conditions, all
vested and unvested Options shall become fully vested and exercisable in
accordance with Section 9. To the extent the successor company (or a subsidiary
or parent thereof) assumes or provides a substitute for the Options on
substantially the same terms and conditions, the existing vesting schedule will
continue to apply; provided, however, that, if within 24 months
following the date of a Change of Control, the Participant’s employment with the
Company is terminated without Cause or the Participant resigns for Good Reason,
all of the Options shall become fully vested and exercisable in accordance with
Section 9. 

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9. Method of Exercising Options. 

(a) Notice of Exercise. Subject to the terms and
conditions of this Agreement, the Options may be exercised by written notice to
the Company signed by the Participant and stating the number of Common Shares in
respect of which the Options are being exercised. Such notice shall be
accompanied by payment of the full purchase price. The date of exercise of the
Options shall be the later of (i) the date on which the Company receives the
notice of exercise or (ii) the date on which the conditions set forth in Section
9(b) are satisfied. Notwithstanding any other provision of this Agreement, the
Participant may not exercise the Options and no Common Shares will be issued by
the Company with respect to any attempted exercise when such exercise is
prohibited by law or any Company policy then in effect. In no event shall the
Options be exercisable for a fractional Common Share. 

(b) Payment. In order to exercise the Options, the
Participant may tender payment of the exercise price in full with, or in a
combination of: (i) delivery of cash or cash equivalents, (ii) subject to all
applicable laws, delivery of Common Shares already owned by the Participant that
are fully vested and freely transferable by the Participant, (iii) by a
combination of cash and shares; (iv) a net share settlement procedure pursuant
to which the Company withholds the Common Shares subject to the Options, (v) a
broker or (vi) by such other means as the Committee, in its discretion, may
authorize. 

(c) Limitation on Exercise. The Options shall not be
exercisable unless the offer and sale of Common Shares pursuant thereto has been
registered under the Securities Act of 1933, as amended (the
“Act”) and qualified under applicable state “blue sky” laws or the
Company has determined that an exemption from registration under the Act and
from qualification under such state “blue sky” laws is available. 

(d) Section 83(b) Election. If, following the exercise
of any or all of the Option, the Participant makes an election under Section
83(b) of the Code to be taxed with respect to any restricted stock as of the
date of transfer of the restricted stock rather than as of the date or dates
upon which the Participant would otherwise be taxable under Section 83 of the
Code, the Participant shall be required to deliver a copy of such election to
the Company promptly after filing such election with the Internal Revenue
Service. 

10. Nontransferability of Options. To the extent the
Option qualifies as an “incentive stock option” within the meaning of Section
422 of the Code, it shall not be transferable by the Participant other than to a
designated beneficiary upon the Participant’s death or by will or the laws of
descent and distribution, and shall be exercisable during the Participant’s
lifetime only by her. To the extent the Option qualifies as a “non-qualified
stock option”, it shall be not be transferable by the Participant, in whole or
in part, other than by the Participant to an estate planning vehicle, including
any trust solely for the benefit of the Participant and her family members, or
to a designated beneficiary by last will and testament or by the laws of descent
and distribution or pursuant to a domestic relations order.

11. Rights as a Shareholder. The Participant shall have
no rights as a shareholder with respect to any Common Shares issuable upon
exercise of the Options until the Participant becomes a holder of record
thereof, and no adjustment shall be made for dividends or distributions or other rights in respect of any Common Shares
for which the record date is prior to the date upon which the Participant shall
become the holder of record thereof. 

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12. No Entitlements. 

(a) No Right to Continued Employment. This Agreement
does not constitute an employment agreement and nothing in the LTIP or this
Agreement shall modify the terms of the Participant’s employment, including,
without limitation, the Participant’s status as an “at will” employee of the
Company, if applicable. None of the LTIP, the Agreement, the grant of Options,
nor any action taken or omitted to be taken shall be construed (i) to create or
confer on the Participant any right to be retained in the employ of the Company,
(ii) to interfere with or limit in any way the right of the Company to terminate
the Participant’s employment at any time and for any reason or (iii) to give the
Participant any right to be reemployed by the Company following a termination of
employment for any reason. 

(b) No Right to Future Awards. The Options and all other
equity-based awards under the LTIP are discretionary. The Options do not confer
on the Participant any right or entitlement to receive another grant of Options
or any other equity-based award at any time in the future or in respect of any
future period. 

13. Taxes and Withholding. The Participant must satisfy
any federal, state, provincial, local or foreign tax withholding requirements
applicable with respect to the exercise of the Options. The Company may require
or permit the Participant to satisfy such tax withholding obligations through
the Company withholding of Common Shares that would otherwise be received by
such individual upon the exercise of the Options. The obligations of the Company
to deliver the Common Shares under this Agreement shall be conditioned upon the
Participant’s payment of all applicable taxes and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.

14. Securities Laws. The Company shall not be required
to issue Common Shares in settlement of or otherwise pursuant to the Options
unless and until (i) the Common Shares have been duly listed upon each stock
exchange on which the Common Shares are then registered; (ii) a registration
statement under the Securities Act of 1933, as amended, with respect to such
Common Shares is then effective; and (iii) the issuance of the Common Shares
would comply with such legal or regulatory provisions of such countries or
jurisdictions outside the United States as may be applicable in respect of the
Options. In connection with the grant or vesting of the Options, the Participant
will make or enter into such written representations, warranties and agreements
as the Committee may reasonably request in order to comply with applicable
securities laws or with this Agreement. 

15. Qualification as an Incentive Stock Option. It is
understood that this Option is intended to qualify as an incentive stock option
as defined in Section 422 of the Code to the extent permitted under applicable
law. Accordingly, the Participant understands that in order to obtain the
benefits of an incentive stock option, no sale or other disposition may be made
of shares for which incentive stock option treatment is desired within one (1)
year following the date of exercise of the Option or within two (2) years from
the Date of Grant. The Participant understands and agrees that the Company shall not
be liable or responsible for any additional tax liability the Participant incurs
in the event that the Internal Revenue Service for any reason determines that
this Option does not qualify as an incentive stock option within the meaning of
the Code. 

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16. Disqualifying Disposition. If the Participant
disposes of the shares of Common Stock prior to the expiration of either two (2)
years from the Date of Grant or one (1) year from the date the shares are
transferred to the Participant pursuant to the exercise of the Option, the
Participant shall notify the Company in writing within thirty (30) days after
such disposition of the date and terms of such disposition. The Participant also
agrees to provide the Company with any information concerning any such
dispositions as the Company requires for tax purposes. 

17. Miscellaneous Provisions. 

(a) Notices. Any notice necessary under this Agreement
shall be addressed to the Company in care of its Secretary at the headquarters
of the Company and to the Participant at the address appearing in the records of
the Company for the Participant or to either party at such other address as
either party hereto may hereafter designate in writing to the other.
Notwithstanding the foregoing, the Company may deliver notices to the
Participant by means of email or other electronic means that are generally used
for employee communications. Any such notice shall be deemed effective upon
receipt thereof by the addressee.

(b) Headings. The headings of sections and subsections
are included solely for convenience of reference and shall not affect the
meaning of the provisions of this Agreement. 

(c) Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument. 

(d) Incorporation of LTIP; Entire Agreement. This
Agreement and the Options shall be subject to the LTIP, the terms of which are
incorporated herein by reference, and in the event of any conflict or
inconsistency between the LTIP and this Agreement, the LTIP shall govern. This
Agreement and the LTIP constitute the entire agreement between the parties
hereto with regard to the subject matter hereof. They supersede all other
agreements, representations or understandings (whether oral or written and
whether express or implied) that relate to the subject matter hereof. The
Participant acknowledges receipt of the LTIP, and represents that he is familiar
with its terms and provisions.

(e) Amendments. Subject to all applicable laws, rules
and regulations, the Committee shall have the power to amend this Agreement at
any time provided that such amendment does not adversely affect, in any material
respect, the Participant’s rights under this Agreement without the Participant’s
consent. Notwithstanding the foregoing, the Company shall have broad authority
to alter or amend this Agreement and the terms and conditions applicable to the
Options without the consent of the Participant to the extent it deems necessary
or desirable in its sole discretion (i) to comply with or take into account
changes in, or rescissions or interpretations of, applicable tax laws, securities laws,
employment laws, accounting rules or standards and other applicable laws, rules,
regulations, guidance, ruling, judicial decision or legal requirement, (ii) to
ensure that the Options are not subject to taxes, interest and penalties under
Section 409A of the Code, (iii) to take into account unusual or nonrecurring
events or market conditions, or (iv) in any other manner set forth in Section 15
of the LTIP. Any amendment, modification or termination shall, upon adoption,
become and be binding on all persons affected thereby without requirement for
consent or other action with respect thereto by any such person. The Committee
shall give written notice to the Participant in accordance with Section 17(a) of
this Agreement of any such amendment, modification or termination as promptly as
practicable after the adoption thereof. The foregoing shall not restrict the
ability of the Participant and the Company by mutual consent to alter or amend
the terms of the Options in any manner that is consistent with the LTIP and
approved by the Committee.

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(f) Section 409A of the Code. It is the intention and
understanding of the parties that the Options granted under this Agreement do
not provide for a deferral of compensation subject to Section 409A of the Code.
This Agreement shall be interpreted and administered to give effect to such
intention and understanding and to avoid the imposition on the Participant of
any tax, interest or penalty under Section 409A of the Code or the regulations
and guidance promulgated thereunder (“Section 409A”) in respect of
any Options. Notwithstanding any other provision of this Agreement or the LTIP,
if the Committee determines in good faith that any provision of the LTIP or this
Agreement does not satisfy Section 409A or could otherwise cause any person to
recognize additional taxes, penalties or interest under Section 409A, the
Committee may, in its sole discretion and without the consent of the
Participant, modify such provision to the extent necessary or desirable to
ensure compliance with Section 409A. Any such amendment shall maintain, to the
extent practicable, the original intent of the applicable provision without
contravening the provisions of Section 409A. This Section 17(f) does not create
an obligation on the part of the Company to modify the LTIP or this Agreement
and does not guarantee that the Options will not be subject to interest and
penalties under Section 409A. 

(g) Successor. Except as otherwise provided herein, this
Agreement shall be binding upon and shall inure to the benefit of any successor
or successors of the Company, and to any Permitted Transferee pursuant to
Section 10. 

(h) Choice of Law. Except as to matters of federal law,
this Agreement and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of New York (other than its
conflict of law rules). 

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NAKED BRAND GROUP INC. 

By:
____________________________
Name: 
Title: 

The undersigned hereby acknowledges having read the LTIP and
this Agreement, and hereby agrees to be bound by all the provisions set forth in
the LTIP and this Agreement. The Participant acknowledges that there may be
adverse tax consequences upon exercise of the Option or disposition of the
underlying shares and that the Participant should consult a tax advisor prior to
such exercise or disposition. 

Name (Printed): ___________________________
Signature:
_______________________________
Date: ___________________________________

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