Exhibit 10.33


 


No. 14-ISO-20__-__


 


ROCKY BRANDS, INC.


INCENTIVE STOCK OPTION AGREEMENT


UNDER THE


2014 OMNIBUS INCENTIVE PLAN


 


Rocky Brands, Inc. (the
“Company”) hereby grants, effective this __ day of __________, _____ (the “Effective Date”) to _______________
(the “Optionee”) an Option to purchase ______ shares of its common stock, without par value (the “Option Shares”),
at a price of $______ per share pursuant to the Company’s 2014 Omnibus Incentive Plan (the “Plan”), subject to
the following:


 


1.          RELATIONSHIP
TO THE PLAN. This Option is granted pursuant to the Plan, and is in all respects subject to the terms, provisions and definitions
of the Plan and any amendments thereto. The Optionee acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and conditions thereof. The Optionee accepts this Option subject to all the terms and provisions of the
Plan (including without limitation provisions relating to non-transferability, exercise of the Option, sale of the Option shares,
termination of the Option, adjustment of the number of shares subject to the Option, and the exercise price of the Option). The
Optionee further agrees that all decisions and interpretations made by the Stock Option Committee (the “Committee”),
as established under the Plan, and as from time to time constituted, are final, binding, and conclusive upon the Optionee and his
or her heirs. This Option is an Incentive Stock Option under the Plan.


 


2.          TIME
OF EXERCISE. This Option may be exercised, from time to time, in full or in part, by the Optionee to the extent the Option
is vested based upon the number of full years the Optionee is an employee of the Company after the Effective Date (the “Vested
Percentage”) and shall remain exercisable (subject to the provisions herein and the Plan) until it has been exercised as
to all of the Shares or _____________, 20__, whichever occurs first. The Optionee shall be entitled to exercise this Option to
the extent of the percentage of, and not to exceed in the aggregate, the maximum number of the Shares, based upon the Vested Percentage,
from time to time, which shall be determined in accordance with the following schedule:


 


	Effective Date	 	Vested Percentage	 
	 	 	 	 
		 	 	20	%
	 	 	 	40	%
	 	 	 	60	%
	 	 	 	80	%
	 	 	 	100	%



 




    	 



    	 



    

  


Notwithstanding the foregoing,
this Option may not be exercised unless (i) the Option Shares are registered under the Securities Act of 1933, as amended, and
are registered or qualified under applicable state securities or “blue sky” laws, or (ii) the Company has received
an opinion of counsel to the Company to the effect that the Option may be exercised and Option Shares may be issued by the Company
pursuant thereto without such registration or qualification. If this Option is not otherwise exercisable by reason of the foregoing
sentence, the Company will take reasonable steps to comply with applicable state and federal securities laws in connection with
such issuance.


 


3.          METHODS
OF EXERCISE. This Option is exercisable by delivery to the Company of written notice of exercise which specifies the number
of shares to be purchased and the election of the method of payment therefor, which will be one of the methods of payment specified
in Section 6.4 of the Plan. If payment is otherwise than payment in full in cash, the method of payment is subject to the consent
of the Committee. Upon receipt of payment for the shares to be purchased pursuant to the Option or, if applicable, the shares to
be delivered pursuant to the election of an alternative payment method, the Company will deliver or cause to be delivered to the
Optionee, to any other person exercising this Option, or to a broker or dealer if the method of payment specified in clause (ii)
of Section 6.4 of the Plan is elected, a certificate or certificates for the number of shares with respect to which this Option
is being exercised, registered in the name of the Optionee or other person exercising the Option, or if appropriate, in the name
of such broker or dealer; provided, however, that if any law or regulation or order of the Securities and Exchange Commission or
other body having jurisdiction over the exercise of this Option will require the Company or Optionee (or other person exercising
this Option) to take any action in connection with the shares then being purchased, the delivery of the certificate or certificates
for such shares may be delayed for the period necessary to take and complete such action.


 


4.          ACQUISITION
FOR INVESTMENT. This Option is granted on the condition that the acquisition of the Option Shares hereunder will be for
the account of the Optionee (or other person exercising this Option) for investment purposes and not with a view to resale or distribution,
except that such condition will be inoperative if the Option Shares are registered under the Securities Act of 1933, as amended,
or if in the opinion of counsel for the Company such shares may be resold without registration. At the time of any exercise of
the Option, the Optionee (or other person exercising this Option) will execute such further agreements as the Company may require
to implement the foregoing condition and to acknowledge the Optionee’s (or such other person’s) familiarity with restrictions
on the resale of the Option Shares under applicable securities laws.


 


5.          DISPOSITION
OF SHARES. The Optionee or any other person who may exercise this Option will notify the Company within seven (7) days
of any sale or other transfer of any Option Shares, and the Company may place a legend on the Option Shares to such effect. If
any class of equity securities of the Company is registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended,
and the Optionee or any other person who may exercise this Option is subject to section 16 of that Act by virtue of such Optionee’s
or person’s relationship to the Company, the Optionee or other person exercising this Option agrees not to sell or otherwise
dispose of any Option Shares unless at least six (6) months have elapsed from the Effective Date.


 




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6.          WITHHOLDING.
As a condition to the issuance of any of the Shares under this Option, Optionee or any person who may exercise this Option authorizes
the Company to withhold in accordance with applicable law from any salary, wages or other compensation for services payable by
the Company to or with respect to Optionee any and all taxes required to be withheld by the Company under federal, state or local
law as a result of such Optionee’s or such person’s receipt or disposition of Shares purchased under this Option. If,
for any reason, the Company is unable to withhold all or any portion of the amount required to be withheld, Optionee (or any person
who may exercise this Option) agrees to pay to the Company upon exercise of this Option an amount equal to the withholding required
to be made less the amount actually withheld by the Company.


 


7.          FORFEITURE.
If Optionee’s Service is terminated for Cause, this Option (whether vested or unvested) shall immediately terminate and
cease to be exercisable. If shares have been delivered to the Optionee upon exercise of this Option, then the shares so issued
shall be forfeited and returned to the Company.


 


8.          GENERAL.         This
Agreement will be construed as a contract under the laws of the State of Ohio without reference to Ohio’s choice of law rules.
It may be executed in several counterparts, all of which will constitute one Agreement. It will bind and, subject to the terms
of the Plan, benefit the parties and their respective successors, assigns, and legal representatives.


 


IN WITNESS WHEREOF,
the Company and the Optionee have executed this Agreement as of the date first above written.


 


	OPTIONEE:	 	ROCKY BRANDS, INC.
	 	 	 
	 	 	By: 	 
	[OPTIONEE]	 	 


  




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