EXHIBIT 10.2


 


STOCK
OPTION AGREEMENT


 


THIS
STOCK OPTION AGREEMENT (this “Agreement”) is made as of the __ day of _____, 20__ (the “Grant Date”)
by and between Long Island Iced Tea Corp., a Delaware corporation (the “Company”), and _______________ (“Employee”).


 


WHEREAS,
pursuant to the terms and conditions of the Company’s 2015 Long-Term Incentive Equity Plan (the “Plan”),
the Compensation Committee of the Board of Directors of the Company (the “Board”) authorized the grant to the
Employee of an option (the “Option”) to purchase an aggregate of __________ shares of the authorized but unissued
common stock of the Company, $.0001 par value (“Common Stock”), conditioned upon the Employee’s acceptance
thereof upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan (capitalized terms used
herein and not otherwise defined have the meanings set forth in the Plan); and


 


WHEREAS,
the Employee desires to acquire the Option on the terms and conditions set forth in this Agreement and subject to the terms of
the Plan;


 


IT
IS AGREED:


 


1. Grant
of Stock Option. The Company hereby grants to the Employee the right and option to purchase all or any part of an aggregate
of _______ shares of the Common Stock (the “Option Shares”) on the terms and conditions set forth herein and
subject to the provisions of the Plan.


 


2. [Non-]Incentive
Stock Option. The Option represented hereby is [not] intended to be an Option that qualifies as an “Incentive
Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


3. Exercise
Price. The exercise price (the “Exercise Price”) of the Option is $____ per share, subject to adjustment
as hereinafter provided.


 


4. Exercisability.
Subject to the terms and conditions of the Plan and this Agreement, this Option shall become exercisable as follows: (i) on and
after ______ __, 20__, the right to purchase _______ of the Option Shares shall be exercisable, and (ii) and on and after each
_______ ___, _______ __, _______ __ and _______ __ thereafter through and including ______ __, 20__, the right to purchase an
additional _______ of the Option Shares shall be exercisable. After a portion of the Option becomes exercisable, it shall remain
exercisable except as otherwise provided herein, until the close of business on the day that is ______ years from the Grant Date
(the “Exercise Period”).


 




    	 	 	 



    	 	 	 



    

 


5.
Effect of Termination of Employment.


 


5.1. Termination
Due to Death. If Employee’s employment by the Company or any of its Subsidiaries terminates by reason of death, the
portion of the Option, if any, that was exercisable as of the date of death may thereafter be exercised by the legal representative
of the estate or by the legatee of the Employee under the will of the Employee, for a period of one year from the date of such
death or until the expiration of the Exercise Period, whichever period is shorter. The portion of the Option not yet exercisable
as of the date of death, if any, shall immediately expire.


 


5.2. Termination
Due to Disability. If Employee’s employment by the Company or any of its Subsidiaries terminates by reason of Disability,
the portion of the Option, if any, that was exercisable as of the date of termination of employment may thereafter be exercised
by the Employee or legal representative for a period of one year from the date of such termination or until the expiration of
the Exercise Period, whichever period is shorter. The portion of the Option not yet exercisable as of the date of Disability,
if any, shall immediately expire.


 


5.3. Termination
Due to Retirement. If Employee’s employment by the Company or any of its Subsidiaries terminates due to Normal Retirement,
then the portion of the Option that was exercisable as of the date of termination of employment may be exercised for a period
of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion
of the Option not yet exercisable on the date of termination of employment, if any, shall immediately expire.


 


5.4. Termination
by the Company Without Cause. If Employee’s employment by the Company or any of its Subsidiaries is terminated by the
Company or such Subsidiary without “Cause”, then the portion of the Option that was exercisable as of the date of
termination of employment may be exercised for a period of three months from the date of such termination or until the expiration
of the Exercise Period, whichever is shorter. The portion of the Option not yet exercisable on the date of termination of employment,
if any, shall immediately expire.


 




    	 	 2	 



    	 	 	 



    

 


5.4.1. As
used herein, “Cause” shall mean: (a) the refusal or failure by Employee to carry out specific directions of
the Employee’s supervisor which are of a material nature and consistent with Employee’s position at the Company; (b)
the commission by Employee of a material breach of any of the provisions of any agreement with the Company or of any written policies
or procedures of the Company; (c) fraud or dishonest action by Employee in Employee’s relations with the Company or any
of its subsidiaries or affiliates (“dishonest” for these purposes shall mean Employees knowingly or recklessly making
a material misstatement or omission for his personal benefit); or (d) the conviction of Employee of a felony under federal or
state law. Notwithstanding the foregoing, no “Cause” shall be deemed to exist with respect to Employee’s acts
described in clauses (a) or (b) above, unless the Company shall have given written notice to Employee within a period not to exceed
ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity
and, within thirty (30) calendar days after such notice, Employee shall not have cured or eliminated the problem or thing giving
rise to such “Cause”; provided, however, no more than two cure periods need be provided during any twelve-month period.


 


5.5. Other
Termination.


 


5.5.1. If
Employee’s employment is terminated for any reason other than (i) death, (ii) Disability, (iii) Normal Retirement, or (iv)
without Cause by the Company, the Option shall expire on the date of termination of employment.


 


5.5.2. In
the event the Employee’s employment is terminated by the Company for Cause, the Committee, in its sole discretion, may annul
any award granted hereunder and require the Employee to return to the Company the economic benefit of any Option Shares purchased
hereunder by the Employee within the 6 month period prior to the date of termination. In such event, the Employee hereby agrees
to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Option Shares on the
date of termination (or the sales price of such Shares if the Option Shares were sold during such 6 month period) and the Exercise
Price of such Shares.


 




    	 	 3	 



    	 	 	 



    

 


5.6. Competing
With the Company. If Employee’s employment with the Company or a Subsidiary is terminated for any reason whatsoever
and within 12 months after the date thereof such Employee either (i) accepts employment with any competitor of, or otherwise engages
in competition with, the Company or any of its Subsidiaries, (ii) solicits any customers or employees of the Company or any of
its Subsidiaries to do business with or render services to the Holder or any business with which the Employee becomes affiliated
or to which the Employee renders services or (iii) uses or discloses to anyone outside the Company any confidential information
or material of the Company or any of its Subsidiaries in violation of the Company’s policies or any agreement between the
Employee and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require the Employee to return
to the Company the economic value of any award that was realized or obtained by such Employee at any time during the period beginning
on the date that is 6 months prior to the date such Employee’s employment is terminated; provided, however, that if Employee
is a resident of the State of California, such right must be exercised by the Company for cash within six months after the date
of termination of Employee’s service to the Company or within six months after exercise of the Option, whichever is later.
In such event, Employee agrees to remit the economic value to the Company in accordance with Section 5.5.2.


 


6. Withholding
Tax. Not later than the date as of which an amount first becomes includible in the gross income of the Employee for Federal
income tax purposes with respect to the Option, the Employee shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, the minimum amount of any Federal, state and local taxes of any kind required by law to be
withheld or paid with respect to such amount (“Withholding Tax”). The obligations of the Company under the
Plan and pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall,
to the extent permitted by law, have the right to deduct the minimum amount of any Withholding Taxes from any payment of any kind
otherwise due to the Employee from the Company.


 


7. Adjustments.
In the event of any change in the shares of Common Stock of the Company as a whole occurring as the result of a common stock split,
or reverse split, common stock dividend payable on shares of Common Stock, combination or exchange of shares, or other extraordinary
or unusual event occurring after the grant of the Option, the Committee shall determine, in its sole discretion, whether such
change equitably requires an adjustment in the terms of this Option or the aggregate number of shares reserved for issuance under
the Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.


 




    	 	 4	 



    	 	 	 



    

 


8. Method
of Exercise.


 


8.1. Notice
to the Company. The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto
as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided
of the exercise price for the number of Option Shares specified in the notice and of the Withholding Taxes, if any.


 


8.2. Delivery
of Option Shares. The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after
payment therefor.


 


8.3. Payment
of Purchase Price.


 


8.3.1. Cash
Payment. The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable
to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has
confirmed the receipt of good and available funds in payment of the purchase price thereof.


 


8.3.2. Cashless
Payment.


 


8.3.2.1. Stock
Payment. Provided that prior approval of the Committee has been obtained, the Employee may use Common Stock of the Company
owned by him to pay the purchase price for the Option Shares by delivery of stock certificates in negotiable form which are effective
to transfer good and valid title thereto to the Company, free of any liens or encumbrances. Shares of Common Stock used for this
purpose shall be valued at the Fair Market Value.


 


8.3.2.2. Broker-Assisted
Payment. Provided that prior approval of the Committee has been obtained, the Employee may to elect to pay the purchase price
for the Option Shares by irrevocably authorizing a third party to sell the Options Shares (or a sufficient portion of the shares)
acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the such purchase
price.


 




    	 	 5	 



    	 	 	 



    

 


8.3.3. Payment
of Withholding Tax. Any required Withholding Tax may be paid in cash or with Common Stock in accordance with Sections 8.3.1
or 8.3.2.


 


8.3.4. Exchange
Act Compliance. Notwithstanding the foregoing, the Company shall have the right to reject payment in the form of Common Stock
if in the opinion of counsel for the Company, (i) it could result in an event of “recapture” under Section 16(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) such shares of Common Stock may
not be sold or transferred to the Company; or (iii) such transfer could create legal difficulties for the Company.


 


9. Transfer.
Except as may be set forth in the next sentence of this Section, the Option shall not be transferable by the Employee other than
by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Employee’s lifetime,
only by the Employee (or, to the extent of legal incapacity or incompetency, the Employee’s guardian or legal representative).
Notwithstanding the foregoing, the Employee, with the approval of the Committee, may transfer all or a portion of the Option (i)
(A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the
Employee’s “Immediate Family” (as defined below), or (ii) to an entity in which the Employee and/or members
of Employee’s Immediate Family own more than fifty percent of the voting interest, in exchange for an interest in that entity,
subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions
applicable to the Option prior to such transfer. The term “Immediate Family” shall mean 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 Employee’s household (other than
a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which
these persons (or the Employee) control the management of the assets.


 




    	 	 6	 



    	 	 	 



    

 


10. Company
Representations. The Company hereby represents and warrants to the Employee that:


 


10.1. the
Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions
contemplated hereunder; and


 


10.2. the
Option Shares, when issued and delivered by the Company to the Employee in accordance with the terms and conditions hereof, will
be duly and validly issued and fully paid and non-assessable.


 


11. Employee
Representations. The Employee hereby represents and warrants to the Company that:


 


11.1. he
is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof;


 


11.2. he
has received a copy of the Plan as in effect as of the date of this Agreement;


 


11.3. he
has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission
(the “Commission”) pursuant to the Exchange Act, and all reports issued by the Company to its stockholders,
within the last 24 months or such shorter period that the Company has been required to file reports under the Exchange Act;


 


11.4. he
understands that he is subject to the Company’s Insider Trading Policy and has received a copy of such policy as of the
date of this Agreement;


 


11.5. he
understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they
are registered under the Securities Act of 1933, as amended (the “1933 Act”), or an exemption therefrom is
available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;


 


11.6. in
his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and directors
of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain
any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable
effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above;


 




    	 	 7	 



    	 	 	 



    

 


11.7. he
is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in
the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and


 


11.8. if,
at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates
evidencing the Option Shares shall bear the following legends:


 


“The
shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act
of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.”


 


“The
shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of ______ __, 20__, a
copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms
and conditions thereof.”


 


12. Restriction
on Transfer of Option Shares. Anything in this Agreement to the contrary notwithstanding, the Employee hereby agrees that
he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him unless (i) the Option Shares
are registered under the 1933 Act, or in the event that they are not so registered, an exemption from the 1933 Act registration
requirements is available thereunder and the Employee has furnished the Company with notice of such proposed transfer and the
Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt, and (ii) such transfer
is in compliance with the Company’s Insider Trading Policy, as in effect at such time.


 




    	 	 8	 



    	 	 	 



    

 


13. Miscellaneous.


 


13.1. Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under
this Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private
courier to the parties at their respective addresses set forth herein, or to such other address as either party shall have specified
by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.


 


13.2. Conflicts
with the Plan. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions
of the Plan shall in all respects be controlling.


 


13.3. Employee
and Stockholder Rights. The Employee shall not have any of the rights of a stockholder with respect to the Option Shares until
such shares have been issued after the due exercise of the Option. Nothing contained in this Agreement shall be deemed to confer
upon Employee any right to continued employment with the Company or any subsidiary thereof, nor shall it interfere in any way
with the right of the Company to terminate Employee in accordance with the provisions regarding such termination set forth in
the Employment Agreement.


 


13.4. Waiver.
The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of
any other or subsequent breach.


 


13.5. Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
This Agreement may not be amended except by writing executed by the Employee and the Company.


 


13.6. Binding
Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent
not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.


 


13.7. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard
to choice of law provisions).


 


13.8. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.


 


[Signature
Page Follows]


 




    	 	 9	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above:


 


	 	LONG
    ISLAND ICED TEA CORP. 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	EMPLOYEE:
	 	 
	 	


 




    	 	 10	 



    	 	 	 



    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EXERCISE OF OPTION


 








	 		 
	 	DATE	 


 


Long
Island Iced Tea Corp.


116
Charlotte Avenue


Hicksville,
NY 11801


Attention:
Chief Accounting Officer


 


Re: Purchase
of Option Shares


 


Ladies
and Gentlemen:


 


In
accordance with my stock option agreement (the “Stock Option Agreement”), dated as of ______ __, 20__, with
Long Island Iced Tea Corp. (“Company”), under the Company’s 2015 Long-Term Incentive Equity Plan (the
“Plan”), I hereby irrevocably elect to exercise the right to purchase _____________ shares of the Company’s
common stock, par value $.0001 per share (“Common Stock”). Capitalized terms used but not defined herein have
the meanings ascribed to them in the Stock Option Agreement or the Plan.


 


As
payment for my Option Shares and/or any applicable Withholding Tax, enclosed is (check and complete applicable boxes):


 


	 	[  ]	A[  ]personal
    check or [  ]certified check or [  ] bank check payable to the order of “Long Island Iced Tea Corp.”
    in the sum of $_____________;
	 	 	 
	 	[  ]	confirmation
    of wire transfer in the amount of $_____________; and/or 
	 	 	 
	 	[  ]	with
    the consent of the Company, a certificate for _____________ shares of the Company’s Common Stock, free and clear of
    any encumbrances, duly endorsed, having a Fair Market Value of $_____________.


 


I
hereby represent and warrant to, and agree with, the Company that:


 


	 	(i)	I
    am acquiring the Option Shares for my own account, for investment, and not with a view towards the distribution thereof;
	 	 	 
	 	(ii)	I
    have received a copy of the Plan and all reports and documents required to be filed by the Company with the Commission pursuant
    to the Exchange Act, and all reports issued by the Company to its stockholders, within the last 24 months or such shorter
    period that the Company has been required to file reports under the Exchange Act;


 




    	 	 	 



    	 	 	 



    

 


	 	(iii)	I
    understand that I must bear the economic risk of the investment in the Option Shares, which cannot be sold by me unless they
    are registered under the 1933 Act or an exemption therefrom is available thereunder and that the Company is under no obligation
    to register the Option Shares for sale under the 1933 Act;
	 	 	 
	 	(iv)	I
    agree that I will not sell, transfer by any means or otherwise dispose of the Option Shares acquired by me hereby except in
    accordance with Company’s Insider Trading Policy; 
	 	 	 
	 	(v)	in
    my position with the Company, I have had both the opportunity to ask questions and receive answers from the officers and directors
    of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to
    obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without
    unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above;
	 	 	 
	 	(vi)	my
    rights with respect to the Option Shares shall, in all respects, be subject to the terms and conditions of the Plan and the
    Stock Option Agreement.
	 	 	 
	 	(vii)	I
    am aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares
    in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and
	 	 	 
	 	(viii)	if,
    at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the
    certificates evidencing the Option Shares shall bear the following legends:
	 	 	 
	 	 	“The
    shares represented by this certificate have been acquired for investment and have not been registered under the Securities
    Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under
    said Act.”
	 	 	 
	 	 	“The
    shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of ______ __, 20__,
    a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with
    the terms and conditions thereof.”


 


Kindly
forward to me my certificate at your earliest convenience.


 




    	 	 2	 



    	 	 	 



    

 


Very
truly yours,


 


	 	 	 
	(Signature)	 	(Address)
	 	 	 
	 	 	 
	(Print
    Name)	 	(Address)
	 	 	 
	 	 	 
	(Social
    Security Number)	 	 


 




    	 	 3