Exhibit 10.1


 


NON-QUALFIED STOCK OPTION AGREEMENT


 


UNDER THE SENESTECH, INC.


 


2008-2009 STOCK OPTION PLAN


 


THIS STOCK OPTION AGREEMENT is
entered into this ___day of ______, 20xx between SenesTech, Inc., a Nevada corporation (the “Corporation” or “Grantor”)
and ____________________________ (the “Grantee”), with respect to the following facts:


 


Pursuant and subject in all respects to
the Corporation's 2008-2009 Non-Qualified Stock Option Plan, a copy of which is attached hereto as Exhibit “A” and
incorporated herein by this reference (the “Plan”), the Corporation's Board of Directors has determined that it is
to the advantage and interest of the Corporation and its stockholders to grant the option provided for herein to Grantee. The
parties agree as follows:


 


1. GRANT OF OPTION:
For value received, the Corporation hereby grants to Grantee the right and option to purchase, on the terms and conditions hereinafter
set forth, an aggregate of ____shares of the Corporation's Common Stock.


 


2. TIME AND MANNER OF EXERCISE:
You have been granted an option to purchase shares of common stock, par value $.001 per share, of SenesTech, Inc. (the “Shares”),
subject to the terms and conditions of the Plan. The terms of your option grant are set forth below:


 


	Date of Grant:	 	 
	 	 	 
	Vesting Commencement Date: 	 	 
	 	 	 
	Exercise Price per Share:	 	 
	 	 	 
	Total Number of Shares Subject to Option:	 	 
	 	 	 
	Total Exercise Price:	 	 
	 	 	 
	Type of Option:	 	Non-Qualified Stock Option
	 	 	 
	Term/Expiration Date:	 	 


 


The options granted hereunder shall only
be exercised by utilization of the form attached hereto as Exhibit “B.”


 


3. INVESTMENT UNDERTAKING; NONASSIGNABILITY:
This Option may be exercised only by Grantee during his or her lifetime. Grantee will hold this Option and the rights arising
hereunder for investment and not with a view to distribution, and upon exercise will deliver a letter confirming Grantee's non-distributive
intent with respect to the shares of Common Stock received. Grantee will not transfer or assign this Option, except by will or
the laws of intestate succession.


 




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4. EXPIRATION: This
Option shall terminate and expire at midnight on the date that is five (5) years after the date of this Agreement or under the
terms of the Plan. However, if Grantee dies while still eligible to participate in the Plan, his or her executor(s) or administrator(s),
or any person or persons who acquired the Option from the Grantee by bequest or inheritance, shall, during the 12-month period
commencing on the date of the Grantee's death, have the right to exercise this Option with respect to the shares that remain subject
to this Option on that date, subject to the conditions that this Option (i) shall in no event be exercisable after its expiration
in accordance with this Section 4 and (ii) it shall be exercisable by such representative(s) or successor(s) only to the extent
that the Grantee's right to exercise this Option had accrued pursuant to Paragraph 2 hereof at the time of the Grantee's death
and had not previously been exercised. Any options not exercisable or not exercised prior to the end of such 12-month period shall
be automatically null and void.


 


5. REPRESENTATIONS OF GRANTOR:
So long as this Option remains outstanding and unexpired, Grantor will reserve for issuance upon the exercise of this Option
the number of shares of Grantor's Common Stock that are subject to this Option. The shares of Common Stock of Grantor subject
to this Option shall, when issued, be validly issued, fully paid and nonassessable. Grantor will pay, when due and payable, any
and all federal and state taxes or fees that may be payable by Grantor with respect to the grant of this Option or the issuance
of any shares of Common Stock or certificates therefore subject to this Option. However, this does not include any federal, state
or other personal income tax payable by the Grantee by virtue of (i) the grant of this Option; (ii) the issuance of any share
of Common Stock upon exercise thereof; or (iii) any subsequent disposition of such shares which shall remain the obligation of
the Grantee.


 


6. WITHHOLDING TAXES:
If the Corporation determines that it is required to withhold federal, state or local tax as a result of the exercise of this
Option, the Grantee, as a condition to the exercise of this Option, shall make arrangements satisfactory to the Corporation to
enable it to satisfy such withholding requirements.


 


7. NOTICE: Any notice,
request, or instructions given in connection with this Option shall be in writing and shall be delivered in person or by certified
mail as follows:


 


(a) If to Grantor, at SenesTech,
Inc., Attention: Chief Executive Officer, 3140 N. Caden Ct., Ste. 1, Flagstaff, AZ 86004


 


(b) If to Grantee, at:


 


or at such other address as either of
the parties shall have given notice to the other in accordance with the provisions hereof.


 




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8. COMMITTEE DETERMINATION FINAL:
The interpretation and construction of the Plan and this Stock Option Agreement, including any inconsistency between the two
documents, shall be reserved to and made by the Committee of the Board of Directors provided for under the Plan. The Committee's
determinations shall be final as between the parties hereto unless otherwise determined by the Board of Directors of Grantor.


 


9. GRANTEE’S REPRESENTATIONS:
In connection with the purchase of the above-listed Shares, the undersigned Grantee represents to the Corporation the following:


 


a)    Investment
Intent. Grantee is acquiring the Shares for investment purposes only, for the account of Grantee, and not as nominee or agent
for any other person, firm or corporation and not for resale in connection with any distribution or public offering thereof within
the meaning of the Securities Act.


 


b)    Unregistered
Securities. Grantee understands that the Shares have not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent
as expressed herein. Grantee further understands that the Shares constitute “restricted securities” under the Securities
Act and that, accordingly, such Shares will not be transferable except pursuant to an exemption from the registration and prospectus
delivery requirement of the Securities Act or upon satisfaction of such requirement. Grantee acknowledges that the Corporation
has no obligation to register or qualify the Shares for resale. Grantee further acknowledges that the Shares will be subject to
the transfer restrictions set forth in that certain Non-Qualified Stock Option Agreement dated December 24, 2008 between
the Corporation and Grantee.


 


c)    No
Public Market; Rule 144. Grantee understands that no public market now exists for the Shares and that the Corporation has
made no assurances that a public market will ever exist for the Shares. Grantee understands that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from such registration is available. Grantee is aware
of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the Corporation, the resale occurring not less than one
year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s
transaction” or in a transaction directly with a “market maker” and the number of shares being sold during any
three-month period not exceeding specified limitations.


 




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d)    Disclosure
of Information. Grantee has reviewed and had all of his/her/its questions answered concerning the Corporation’s 2008-2009
non-Qualified Stock Option Plan. Grantee believes it has received all the information it considers necessary or appropriate for
deciding whether to purchase the Shares. Grantee further represents that it has had an opportunity to ask questions and receive
answers from the Corporation regarding the terms and conditions of the offering of the Shares and the business, properties, prospects
and financial condition of the Corporation and to obtain additional information (to the extent the Corporation possessed such
information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished
to Grantee or to which it had access. Grantee is experienced in evaluating and investing in securities of companies in the development
stage, and Grantee acknowledges to the Corporation that he/she is able to fend for himself/herself, can bear the economic risk
of an investment in the Corporation, and has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of an investment in the Shares.


 


e)    Restrictions
on Transferability; Legends. Grantee understands that the certificate evidencing the Shares will be imprinted with a legend
which prohibits the transfer of the Shares unless they are registered or such registration is not required and any other legend
required under applicable state securities laws. Grantee understands that it may be required to provide an opinion of counsel
satisfactory to the Corporation in connection with any such transfer. Grantee will cause any proposed transferee of the Shares
to agree to take and hold such securities subject to the provisions and upon the conditions applicable to Grantee.


 


f)    Income
tax implications. Grantee understands and agrees that the Corporation has not undertaken to provide Grantee with any advice
regarding the income tax implications or consequences to Grantee of the acceptance of the options granted hereunder or the exercise
of said options and that Grantee is fully and personally responsible for any such income tax implications or consequences.


 


10. GOVERNING LAW: This
Option is granted and delivered in the State of California and is intended to be construed and enforced under the laws thereof.


 


IN WITNESS WHEREOF, this Option
is executed on behalf of Grantor and its duly authorized officers and by Grantee as of DATE .


 


	SenesTech, Inc. (“Grantor”)	 	“Grantee”
	 	 	 
	By:	 	 
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	Its: CEO	 	 
	 	 	Print Name


 




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EXHIBIT A


 


SENESTECH, INC.


 


2008-2009 NON-QUALIFIED STOCK OPTION
PLAN


 


1. PURPOSE: This Non-Qualified
Stock Option Plan (the “Plan”) is intended to serve as an incentive to and to encourage stock ownership by certain
directors, officers, employees of and certain persons rendering service to SenesTech, Inc., a Nevada corporation (the “Corporation”),
so that they may acquire or increase their proprietary interest in the success of the Corporation, and to encourage them to remain
in the Corporation's service.


 





2. ADMINISTRATION: The Plan
shall be administered by a committee appointed by the Corporation's Board of Directors (the “Committee”). The Committee
shall consists of not less than three (3) members who shall be appointed by, and serve at the pleasure of, the Corporation's Board
of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on
the Committee, however caused, shall be filled only by the Board of Directors. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee in a meeting
at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be the valid acts
of the Committee. No member of the Committee shall vote on any matter concerning his or her own participation in the Plan, except
that the Board of Directors as a whole may act on options granted to directors.


 


The Committee shall be authorized to grant
options under the Plan to such directors, officers, employees of and other persons rendering service to the Corporation or any
parent or subsidiary corporation of the Corporation, as defined for purposes of Internal Revenue Code Section 422A (“Parent
or Subsidiary”), at such times and in such amounts as it may decide.





The interpretation and construction by
the Committee of any provisions of the Plan or of any option granted under it shall be final unless otherwise determined by the
Board of Directors. No member of the Committee or Board of Directors shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.





3. ELIGIBILITY 


 


3.1 General: Any person
who is an Employee, as that term is defined herein, of the Corporation or any Parent or Subsidiary thereof, shall be eligible
to receive options under the Plan. The selection of options recipients shall be within the sole and absolute discretion of the
Committee, or the Board of Directors.


 




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3.2 Definition of Employee. 
The term “Employee” as used herein means,


 


(a) Any employee,
director, general partner, trustee (where an Affiliate is a business trust), officer, or consultant or advisor. An advisor or
consultant is an employee only if:


 


(i) they are natural persons;


 


(ii) they provide bona fide
services to the Corporation or an Affiliate; and


 


(iii) the services are not in
connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or
maintain a market for the Corporation’s securities.


 


(b) Insurance agents
who are exclusive agents of the registrant, its subsidiaries or parents, or derive more than 50% of their annual income from those
entities.


 


(c) Former employees
are Employees as defined herein if such persons were employed by or providing services to the Corporation or an Affiliate at the
time the options were offered.


 


(d) Executors, administrators
or beneficiaries of the estates of deceased employees, guardians or members of a committee for incompetent former employees, or
similar persons duly authorized by law to administer the estate or assets of former employees. The inclusion of all individuals
described in the preceding sentence in the term “Employee” is only if:


 


(i) the exercise of employee
benefit plan stock options and the subsequent sale of the securities, if these exercises and sales are permitted under the terms
of the plan; and


 


(ii) the acquisition of Corporation
securities pursuant to intra-plan transfers among plan funds, if these transfers are permitted under the terms of the plan.


 


(e) An Employee’s
family member who has acquired the options from the employee through a gift or a domestic relations order. For purposes of this
plan, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the employees household (other than a tenant or employee), a trust in which these persons
have more than fifty percent of the beneficial interest, a foundation in which these persons (or the employee) control the management
of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests.


 


(f) No transferee
for value can be an Employee unless in the case of,


 


(i) a transfer under a domestic
relations order in settlement of marital property rights; and


 




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(ii) a transfer to an entity
in which more than fifty percent of the voting interests are owned by family members (or the employee) in exchange for an interest
in that entity.


 


(f)          Any
person who is terminated for cause by the Corporation or any of its Affiliates shall cease to be an Employee as of the date of
the cause event. “Cause” shall mean the occurrence of any one or more of the following: (i) employee’s conviction
by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for any felony involving moral turpitude;
(ii) employee’s misappropriation of funds from or commission of an act of fraud, whether prior or subsequent to the date
hereof, upon the Corporation; (iii) gross active negligence by employee in the scope of services to the Corporation; (iv) a breach
by employee of a material provision of the employment contract or option grant; (v) performing an act of race, sex, national origin,
religion, disability, age-based or other illegal discrimination or an act of sexual harassment; or (vi) employee’s failure
to substantially perform his/her duties within 15 days after written notice of such failure has been provided to employee provided
that, in the exclusive good faith discretion of the Corporation, such failure of performance can be cured.


 


3.3 Termination of Eligibility:
Any option granted hereunder shall expire if, for any reason other than his or her death, the optionee ceases to be an
Employee of the Corporation or a Parent or Subsidiary thereof. The expiration will take effect at the earliest of the following
times: four (4) months from the date of the occurrence causing termination of eligibility (twelve (12) months if the optionee's
eligibility ceases because of his or her disability), provided the optionee retains his or her status as an Employee as defined
herein, or upon the date the option expires by its terms. During such four-month period, the option may be exercised in accordance
with its terms, but only in respect of the number of shares for which the right to exercise has accrued on the date of termination
of employment, or status as a director or independent contractor. The Committee shall decide whether an authorized leave of absence
or absence for military or governmental service, or absence for any other reason, shall constitute termination of eligibility
for purposes of this Section. This determination shall be subject to review by the Board of Directors.


 


3.3 Death of Optionee and Transfer
of Option: If the optionee dies while eligible to participate in the Plan, or within four (4) months after the termination
of his or her eligibility, and shall not have fully exercised the option, the option may be exercised at any time within twelve
(12) months after the optionee's death by the optionee's executors or administrators or by any person or persons who acquired
the option directly from the optionee by bequest or inheritance. However, no option shall be exercisable after it expires; and
options may be exercised only to the extent that the optionee's right to exercise the option had accrued at the time of his or
her death and had not been previously exercised.


 


No option shall be transferable by the
optionee otherwise than by will or the laws of intestate succession.


 




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4. IDENTIFICATION OF STOCK:
The stock subject to the options shall be shares of the Corporation's authorized but unissued or acquired or reacquired $.001
par value Common Stock (the “Stock”). The aggregate sales price or amount of options during any consecutive 12-month
period (subject to adjustment as provided in Section 5.6) must not exceed the greatest of the following:


 


(a)   $1,000,000;


 


		(b)	15% of the total
                                         assets of the Corporation measured at the Corporation’s most recent annual balance
                                         sheet date (if no older than its last fiscal year end); or



 


		(c)	15% of the outstanding
                                         amount of the class of securities being offered and sold measured at the Corporation’s
                                         most recent annual balance sheet date (if no older than its last fiscal year end).



 


5. TERMS AND CONDITIONS OF OPTIONS:
Any option granted pursuant to the Plan shall be evidenced by an agreement in such form as the Committee shall from time
to time determine, which agreement shall comply with and be subject to the following terms and conditions:


 


5.1 Number of Shares:
Each option shall state the number of shares to which it pertains.


 


5.2 Option Exercise Price:
Each option shall state the option price, which shall be not less than $3.00 per share or 100% of the fair market value of the
Stock subject to the option on the date of granting the option, unless otherwise determined at the Committee's discretion.


 


5.3 Method of Exercise:
An option shall be exercised by written notice to the Corporation stating the number of shares with respect to which the option
is being exercised and designating a time for the delivery thereof, which shall be at least fifteen (15) days after notice is
given unless an earlier date was mutually agreed upon. At the time specified in the notice, the Corporation shall deliver to the
optionee at the Corporation's principal office, or other appropriate place the Committee determines, a certificate(s) for such
shares of previously authorized but unissued shares or acquired or reacquired shares of Stock as the Corporation may elect. Notwithstanding
the foregoing, the Corporation may postpone delivery of any certificate(s) after notice of exercise for any reasonable period
required to comply with any applicable listing requirements of any national or other securities exchange. In the event an option
shall be exercisable by any person other than the optionee, the required notice under this section shall be accompanied by appropriate
proof of such person's right to exercise the option.


 


5.4 Medium and Time Payment:
The option price shall be payable in full upon the exercise of the option by certified or bank cashier's check, the promissory
note of the optionee, or any equivalent form of payment acceptable to the Corporation.


 


5.5 Term of Option: The
term of an option granted hereunder shall be determined by the Committee at the time of grant, but shall not exceed ten (10) years
from the day of the grant. In no event shall any option be exercisable after the expiration of its term.


 




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5.6 Adjustments Upon Changes In
Capitalization: Subject to any required shareholder action, the number of shares of stock covered by each outstanding
option and the price per share in each such option shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Stock of the Corporation resulting from: (i) a subdivision or consolidation of shares; (ii) the payment of
a stock dividend (but only on the Stock); (iii) any other increase or decrease in the number of such shares effected without receipt
of consideration by the Corporation; (iv) or, as to Stock issued other than pursuant to a stock option granted to a director,
officer, employee of a person rendering services as an independent contractor to the Corporation or any Parent or Subsidiary,
any increase or decrease in the number of shares made for per share consideration less than the option price of such option. Any
fraction of a share subject to option that would otherwise result from an adjustment pursuant to this subparagraph shall be rounded
downward to the next full number of shares without other compensation or consideration to the holder of the option.


 


Subject to any required shareholder action,
if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain and
apply to the securities to which a holder of the number of shares of Stock subject to the option would have been entitled. The
Corporation's Board of Directors may grant each optionee the right to exercise his or her option in whole or in part immediately
prior to the Corporation's dissolution or liquidation, or merger or consolidation in which the corporation is not the surviving
corporation. If the Corporation is consolidated with or merged into any other corporation, or if the Corporation sells or transfers
all or substantially all of its assets, or if any other similar event affecting shares of Stock of the Corporation should occur,
and if the exercisability of the options is not accelerated by the Board of Directors and the acquiring Corporation assumes the
Corporation's obligations under the options granted under this Plan, then each optionee shall be entitled thereafter to purchase
shares of stock and other securities and property in the kind and amount, and at the price, which the optionee would have been
entitled had his or her option been exercised prior to such event. The Corporation shall make lawful provision therefore as part
of any such transaction.


 


To the extent that the foregoing adjustments
relate to stock or securities of the Corporation, they shall be made by the Committee, whose determinations shall be final, binding
and conclusive.


 


The grant of an option pursuant to the
Plan shall not affect in any way the Corporation's right or power to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure, or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any
part of its business or assets.


 


Whenever the Corporation takes any action
resulting in any adjustment provided for in this Section 5.6, the Corporation shall forthwith deliver notice of the action to
optionee. The notice shall set forth the number of shares subject to this Option and the purchase price thereof resulting from
the adjustment.


 




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5.7 Rights as a Shareholder:
An optionee or a transferee of an option shall have no rights as a shareholder with respect to any shares underlying his or her
option until the date the optionee is issued a certificate for such shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in Section 5.6 above.


 


5.8 Modification, Extension and
Renewal of Options: Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify,
extend or renew outstanding options granted under the Plan, or accept the surrender of outstanding options (to the extent not
theretofore exercised) and authorize the granting of new options in substitution therefore (to the extent not theretofore exercised).


 


5.9 Other Provisions: The
option agreements authorized under the Plan shall contain such other provisions, including without limitation, restrictions upon
the exercise of the option, as the Committee and the Board of Directors of the Corporation shall deem advisable. Thus, for example,
the Committee and the Board of Directors may require that all or any portion of an option granted hereunder not be exercisable
until a specified period of time has passed or some other event has occurred.


 


6. TERM OF PLAN: Options
may be granted pursuant to the Plan from time to time within a period of ten (10) years from the date the Plan is adopted by the
Corporation's Board of Directors or is approved by the Corporation's shareholders, whichever occurs earlier. Termination of the
Plan shall not affect any option previously granted.


 


7. AMENDMENT OF THE PLAN:
To the extent permitted by law and subject to any required approval by the Corporation's shareholders, the Board of Directors
may suspend or discontinue the Plan or revise or amend it in any way with respect to any shares not subject to options at that
time.


 


8. APPLICATION OF FUNDS:
The proceeds received by the Corporation from the sale of Stock pursuant to options may be used for general corporate purposes.


 


9. NO OBLIGATION TO EXERCISE OPTION:
The granting of an option shall impose no obligation upon the optionee to exercise such option.


 


10. APPROVAL: The Plan shall
not take effect until approved by the Board of Directors or its Executive Committee.


 




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11. SECURITIES LAWS COMPLIANCE:
Notwithstanding anything contained herein, the Corporation shall not be obligated to grant any option under this Plan,
or to sell or issue any share pursuant to any option agreement executed pursuant to the Plan, unless the grant or sale is effectively
registered or exempt from registration under the Securities Act of 1933, as amended, and is qualified or exempt from qualification
under the California Corporate Securities Law of 1968, as amended.


 


As adopted by the Board of Directors on
December 24, 2008.


 


[Balance of this
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EXHIBIT B


SENESTECH, INC.


NOTICE OF EXERCISE


SenesTech, Inc.


2901 W. Shamrell Blvd.


Suite 101


Flagstaff, AZ 86001


Attention: Secretary


 


1.          Exercise
of Option and Delivery of Payment. Effective as of today, __________, 20___, the undersigned (“Optionee”) hereby
elects to exercise Optionee’s option to purchase _________ shares of the Common Stock (the “Shares”) of SenesTech,
Inc. (the “Corporation”) under and pursuant to the 2008-2009 Non-Qualified Stock Option Agreement of which this Notice
of Exercise is Exhibit B (the “Option Agreement”). Optionee herewith delivers to the Corporation the full Exercise
Price for the Shares, as well as any applicable withholding tax as may be required by the Corporation.


 


2.          Optionee’s
Representations. Optionee acknowledges that it has received, read and understood the Option Agreement, which is incorporated
herein by this reference. Optionee agrees to abide by and be bound by its terms and conditions.


 


3.          Tax
Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase
or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable
in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Corporation for any tax advice.


 


	 	 
	Sign Name	 
	 	 
	 	 
	Print Name	 


 




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