Exhibit
10.10


 


NONQUALIFIED
STOCK OPTION AGREEMENT


 


AYRO,
INC.


 


LONG-TERM
INCENTIVE PLAN 


 


1.
Grant of Option. Pursuant to the AYRO, Inc. Long-Term Incentive Plan (the “Plan”) for Employees,
Contractors, and Outside Directors of AYRO, Inc., a Delaware corporation (the “Company”), the Company
grants to


 





 






(the
“Participant”)


 


1.
an option (the “Stock Option”) to purchase a total of ___________________ (__________) full shares of
Common Stock of the Company (the “Optioned Shares”) at an “Option Price” equal
to $________ per share (being the Fair Market Value per share of the Common Stock on the Date of Grant).


 


The
“Date of Grant” of this Stock Option is _________________, 20__. The “Option Period”
shall commence on the Date of Grant and shall expire on the date immediately preceding the tenth (10th) anniversary
of the Date of Grant, unless terminated earlier in accordance with Section 4 below. The Stock Option is a Nonqualified
Stock Option that is intended to comply with the provisions governing nonqualified stock options under the final Treasury Regulations
issued on April 17, 2007, in order to exempt this Stock Option from application of Section 409A of the Code.


 


2.
Subject to Plan. The Stock Option and its exercise are subject to the terms and conditions of the Plan, and the terms of
the Plan shall control to the extent not otherwise inconsistent with the provisions of this Nonqualified Stock Option Agreement
(this “Agreement”). The capitalized terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. The Stock Option is subject to any rules promulgated pursuant to the Plan by the Board
or the Committee, as applicable, and communicated to the Participant in writing.


 


3.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions
set forth in the Plan, the Optioned Shares shall be vested, and the Stock Option shall be exercisable as follows:


 


[Insert
Vesting Terms]


 


4.
Term; Forfeiture.


 


a.
Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned
Shares that are not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated
on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate
at the first of the following to occur:


 


i.
5 p.m. on the date the Option Period terminates;


 


ii.
5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death
[or Total and Permanent Disability];


 




    	 



    	



    

 


iii.
immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein);


 


iv.
5 p.m. on the date which is _________ days following the date of the Participant’s Termination of Service for any reason
not otherwise specified in this Section 4.a.; or


 


v.
5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.


 


b.
For purposes hereof, “Cause” means (i) “Cause” as defined in any employment
or other written agreement by and between the Participant and the Company or (ii) in the absence of such an agreement or such
a definition in any such agreement, “Cause” shall mean a determination by the Committee that the Participant:
(A) has engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations
or similar offenses), or breach of fiduciary duty involving personal profit; (B) has failed to satisfactorily perform his duties
and responsibilities for the Company or any Subsidiary; (C) has been convicted of, or pled nolo contendere to, any felony
or a crime involving moral turpitude; (D) has engaged in negligence or willful misconduct in the performance of his duties, including,
but not limited to, willfully refusing, without proper legal justification, to perform the Participant’s duties and responsibilities;
(E) has materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies
or codes may be adopted, modified, or amended from time to time; (F) has violated the terms of any confidentiality, nondisclosure,
intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement
between the Participant and the Company or any Subsidiary related to the Participant’s employment with or service to the
Company or any Subsidiary; or (G) has engaged in conduct that is likely to have a deleterious effect on the Company or any Subsidiary
or their legitimate business interests, including, but not limited to, their goodwill and public image.


 


5.
Who May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of
the Participant, the Stock Option may be exercised only by the Participant, or by the Participant’s guardian or his personal
or legal representative. If the Participant’s Termination of Service is due to his death prior to the dates specified in
Section 4.a. hereof, and the Participant has not exercised the Stock Option as to the maximum number of vested Optioned
Shares as set forth in Section 3 hereof as of the date of death, the following persons may exercise the exercisable portion
of the Stock Option on behalf of the Participant at any time prior to the earliest of the dates specified in Section 4.a.
hereof: the personal representative of his estate or the person who acquired the right to exercise the Stock Option by bequest
or inheritance or by reason of the death of the Participant, provided that the Stock Option shall remain subject to the other
terms of this Agreement, the Plan, and all Applicable Laws, rules, and regulations.


 


6.
No Fractional Shares. The Stock Option may be exercised only with respect to full shares, and no fractional share of stock
shall be issued.


 


7.
Manner of Exercise. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock
Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock
with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”),
which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On
the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of
the shares to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company;
(b) if the Company, in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant
on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the
Company within six (6) months prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing,
by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together
with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain
of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and
promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price; (d) by requesting the
Company to withhold the number of shares otherwise deliverable upon exercise of the Stock Option by the number of shares of Common
Stock having an aggregate Fair Market Value equal to the aggregate Option Price at the time of exercise (i.e., a cashless
net exercise), and/or (e) in any other form of valid consideration that is acceptable to the Committee in its sole discretion.


 




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Upon
payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered
in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of the Participant’s
death) promptly after the Exercise Date. The obligation of the Company to register shares of Common Stock shall, however, be subject
to the condition that, if at any time the Company shall determine in its discretion that the listing, registration, or qualification
of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal
law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the
Stock Option or the issuance or purchase of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole
or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of
any conditions not reasonably acceptable to the Committee.


 


If
the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, that
portion of the Participant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant.


 


8.
Nonassignability. The Stock Option is not assignable or transferable by the Participant except by will or by the laws of
descent and distribution.


 


9.
Rights as Stockholder. The Participant will have no rights as a stockholder with respect to any of the Optioned Shares
until the issuance of a certificate or certificates to the Participant or the registration of such shares in the Participant’s
name for the shares of Common Stock. The Optioned Shares shall be subject to the terms and conditions of this Agreement. Except
as otherwise provided in Section 10 hereof, no adjustment shall be made for dividends or other rights for which the record
date is prior to the issuance of such certificate or certificates or the registration of such shares in the Participant’s
name. The Participant, by his execution of this Agreement, agrees to execute any documents requested by the Company in connection
with the issuance of the shares of Common Stock.


 


10.
Adjustment of Number of Optioned Shares and Related Matters. The number of shares of Common Stock covered by the Stock
Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.


 


11.
Nonqualified Stock Option. The Stock Option shall not be treated as an Incentive Stock Option.


 


12.
Voting. The Participant, as record holder of some or all of the Optioned Shares following exercise of this Stock Option,
has the exclusive right to vote, or consent with respect to, such Optioned Shares until such time as the Optioned Shares are transferred
in accordance with this Agreement; provided, however, that this Section shall not create any voting right where the holders of
such Optioned Shares otherwise have no such right.


 




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13.
Specific Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement
and consequently agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall
be cumulative of all of the rights and remedies at law or in equity of the parties under this Agreement.


 


14.
Participant’s Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he
will not exercise the Stock Option granted hereby, and that the Company will not be obligated to issue any shares to the Participant
hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Participant or the Company
of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall
be final, binding, and conclusive. The obligations of the Company and the rights of the Participant are subject to all Applicable
Laws, rules, and regulations.


 


15.
Investment Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered
under applicable federal and state securities laws, by his execution hereof, the Participant represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the Participant for investment purposes for his own
account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Common
Stock is issued to him in a transaction registered under the applicable federal and state securities laws, all certificates issued
with respect to the Common Stock shall bear an appropriate restrictive investment legend and shall be held indefinitely, unless
they are subsequently registered under the applicable federal and state securities laws or the Participant obtains an opinion
of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.


 


16.
Participant’s Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his
review by the Company and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Stock
Option subject to all the terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final
all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this
Agreement.


 


17.
Law Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of
Delaware (excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretation
of this Agreement to the laws of another state).


 


18.
No Right to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right
to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee, Contractor, or Outside
Director, or to interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant
as an Employee, Contractor, or Outside Director at any time.


 


19.
Legal Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this
Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason,
the invalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement
that is contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.


 




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20.
Covenants and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement
shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim
or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.


 


21. Entire
Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either
oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements
between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with
respect to the subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement or the Plan and that any agreement, statement, or promise
that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.


 


22.
Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon,
and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted
successors and assigns, subject to the limitation on assignment expressly set forth herein.


 


23.
Modification. No change or modification of this Agreement shall be valid or binding upon the parties unless the change
or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement
without the Participant’s consent or signature if the Company determines, in its sole discretion, that such change or modification
is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations
or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted
by the Plan.


 


24.
Headings. The headings that are used in this Agreement are used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing the terms and provisions of this Agreement.


 


25.
Gender and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender,
and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.


 


26.
Notice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received
by the Company or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they
have theretofore specified by written notice delivered in accordance herewith:


 





	 	a.	Notice to the Company shall be addressed and delivered as follows:


 





AYRO,
Inc.





___________________________________





___________________________________





Attn:_______________________________





Facsimile:____________________________


 




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	 	b.	Notice to the Participant shall be addressed
and delivered as set forth on the signature page.


 





27.
Tax Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax
consequences of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 27, the
term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct
from all amounts paid in cash or other form in connection with the Plan and this Agreement, any federal, state, local, or other
taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also require the
Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company
is required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shall
be required to be made when requested by the Company and may be required to be made prior to the delivery of any certificate or
the registration of such shares in the Participant’s name for such shares of Common Stock. Such payment may be made by:
(a) the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under
(c) below) the required tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in
writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not
acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair
Market Value that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding
payment; (c) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares
to be delivered upon the exercise of the Stock Option, which shares so withheld have an aggregate Fair Market Value that equals
(but does not exceed) the required tax withholding payment; or (d) any combination of (a), (b), or (c). The Company may, in its
sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant.


 


[Remainder
of Page Intentionally Left Blank;


Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to
evidence his consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section
1 hereof.


 


	 	COMPANY:
	 	 
	 	AYRO,
    Inc.
	 	 	     
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	PARTICIPANT:
	 	 
	 	
	 	Signature
	 	
	 	Name:	                  
	 	Address:	 
	 	 	 


 




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