Exhibit
10.2


 


Incentive
Stock Option Agreement


 


This
Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [DATE] by and between INmune Bio,
Inc., a Nevada corporation (the “Company”) and _____________ (the “Participant”).


 


Grant
Date: _____________________


 


Exercise
Price per Share: $______


 


Number
of Option Shares: _________________


 


Expiration
Date:____________________


 


1.
Grant of Option.


 


1.1
Grant; Type of Option. The Company hereby grants
to the Participant an option (the “Option”) to purchase the total number of shares of Common Stock of the Company
equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The Option is being granted pursuant to
the INmune Bio 2021Stock Incentive Plan (the “Plan”). The Option is intended to be an Incentive Stock Option within
the meaning of Section 422 of the Code, although the Company makes no representation or guarantee that the Option will qualify as an
Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all
plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof which exceed such limit (according to the
order in which they were granted) shall be treated as Non-Qualified Stock Options.


 


1.2
Consideration; Subject to Plan. The grant of
the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and
conditions of the Plan. Capitalized terms used but not defined herein will have the meaning ascribed to them in the Plan.


 


2.
Exercise Period; Vesting.


 


2.1
Vesting Schedule.________________________percent
of the Option will vest 12 months from the Grant Date and thereafter the reaming unvested Option will become vested and exercisable ___________
until the Option is 100% vested which shall occur on the four-year anniversary of the Grant Date. The unvested portion of the Option
will not be exercisable on or after the Participant’s termination of Continuous Service.


 


2.2
Expiration. The Option will expire on the Expiration
Date set forth above, or earlier as provided in this Agreement or the Plan.


 


3.
Termination of Continuous Service.


 


3.1
Termination for Reasons Other Than Cause, Death, Disability.
If the Participant’s Continuous Service is terminated for any reason other than Cause, death or Disability, the Participant may
exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a) the date three months following
the termination of the Participant’s Continuous Service or (b) the Expiration Date.


 




     


     


    

 


3.2
Termination for Cause. If the Participant’s
Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall immediately terminate and cease to be exercisable.


 


3.3
Termination due to Disability. If the Participant’s
Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise the vested portion of the
Option, but only within such period of time ending on the earlier of (a) the date 12 months following the Participant’s termination
of Continuous Service or (b) the Expiration Date.


 


3.4
Termination due to Death. If the Participant’s
Continuous Service terminates as a result of the Participant’s death, the vested portion of the Option may be exercised by the
Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by the person designated
to exercise the Option upon the Participant’s death, but only within the time period ending on the earlier of (a) the date 12 months
following the Participant’s death or (b) the Expiration Date.


 


4.
Manner of Exercise.


 


4.1
Election to Exercise. To exercise the Option,
the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator,
heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the manner that is reasonably acceptable
to the Committee.


 


If
someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company
verifying that such person has the legal right to exercise the Option.


 


4.2
Payment of Exercise Price. The entire Exercise
Price of the Option shall be payable in full at the time of exercise in the manner designated by the Committee.


 


4.3
Withholding. If the Company, in its discretion,
determines that it is obligated to withhold any tax in connection with the exercise of the Option, the Participant must make arrangements
satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following
means or by a combination of such means:


 


(a)
tendering a cash payment;


 


(b)
authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a
result of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or


 


(c)
delivering to the Company previously owned and unencumbered shares of Common Stock.


 


The
Company has the right to withhold from any compensation paid to a Participant.


 


4.4
Issuance of Shares. Provided that the exercise
notice and payment are in form and substance satisfactory to the Company, the Company shall issue the shares of Common Stock registered
in the name of the Participant, the Participant’s authorized assignee, or the Participant’s legal representative which shall
be evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, appropriate entry on the books
of the Company or of a duly authorized transfer agent, or other appropriate means as determined by the Company.


 




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5.
No Right to Continued Employment; No Rights as Shareholder.
Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Consultant
or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company
to terminate the Participant’s Continuous Service at any time, with or without Cause. The Participant shall not have any rights
as a shareholder with respect to any shares of Common Stock subject to the Option unless and until certificates representing the shares
have been issued by the Company to the holder of such shares, or the shares have otherwise been recorded on the books of the Company
or of a duly authorized transfer agent as owned by such holder.


 


6.
Transferability.
The Option is not 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 is exercisable during the Participant’s lifetime only by him or her. No assignment
or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except
to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee or transferee any interest
or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.


 


7.
Merger, Consolidation or Asset Sale. If the Company
is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while
this Option remain outstanding under this Plan, unless provisions are made in connection with such transaction for the continuance of
this Plan and/or the assumption or substitution of such Option with new options or stock awards covering the stock of the successor company,
or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then this Option, whether
or not vested or then exercisable, shall terminate immediately as of the effective date of any such merger, consolidation or sale.


 


8.
Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 3.3 of the Plan.


 


9.
Tax Liability and Withholding.
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related
withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s
responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection
with the grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit
to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.


 


10.
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 Grant Date. 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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11.
Disqualifying Disposition.
If the Participant disposes of the shares of Common Stock prior to the expiration of either two (2) years from the Grant Date or one
(1) year from the date the shares are transferred to the Participant pursuant to the exercise of the Option (a “Disqualifying
Disposition”), 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.


 


12.
Compliance with Law.
The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and
the Participant with all applicable requirements of federal and state securities laws, regulatory agencies and any stock exchange on
which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless
and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction
of the Company and its counsel. The Participant understands that the Company is under no obligation to register the shares of Common
Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.


 


13.
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company
at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall
be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time.


 


14.
Governing Law.
This Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law
principles.


 


15.
Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for
review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.


 


16.
Options Subject to Plan.
This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may
be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


17.
Successors and Assigns.
The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors
and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant
and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this Agreement may be transferred by will
or the laws of descent or distribution.


 


18.
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable
to the extent permitted by law.


 


19.
Discretionary Nature of Plan.
The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the
Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future
Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute
a change or impairment of the terms and conditions of the Participant’s employment with the Company.


 




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20.
Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.


 


21.
No Impact on Other Benefits.
The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any
severance, retirement, welfare, insurance or similar employee benefit.


 


22.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.


 


23.
Acceptance.
The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms
and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan 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.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	 	INMUNE
    BIO, INC.
	 	 
	 	By	                                            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	EMPLOYEEE
    
	 	 
	 	 
	 	Name: