EXHIBIT 10.2



 


Exhibit
10.2


 


FORM
OF INCENTIVE STOCK OPTION AWARD AGREEMENT


 


This
Stock Option Award Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Cortex
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Participant”).


 


Grant
Date: ____________________________________


 


Exercise
Price per Share: __________________________


 


Number
of Option Shares: _________________________


 


Expiration
Date: _________________________________


 


1.Grant
of Option.


 


1.1Grant;
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 terms of the Company’s 2014 Equity, Equity-Linked and Equity Derivative
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-Statutory Stock Options.


 


1.2Consideration;
Subject to Plan. The grant of the Option is made in consideration of the services [rendered to date and] 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.


 


2.1Vesting
Schedule. The Option will become vested and exercisable with respect to [NUMBER] shares on [VESTING SCHEDULE] until the Option
is 100% vested. The unvested portion of the Option will not be exercisable on or after the Participant’s termination of
Continuous Service Status.


 


2.2Expiration.
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. Determination of termination of Continuous Service Status shall be governed by and as defined in the
Plan.


 




    	 



    	 



    


 


4.Manner
of Exercise.


 


4.1Election
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 an executed
stock option exercise agreement in such form as is approved by the Administrator from time to time (the “Exercise Agreement”),
which shall set forth, inter alia:


 


(a)the
Participant’s election to exercise the Option;


 


(b)the
number of shares of Common Stock being purchased;


 


(c)any
restrictions imposed on the shares; and


 


(d)any
representations, warranties and agreements regarding the Participant’s investment intent and access to information as may
be required by the Company to comply with applicable securities laws.


 


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.


 


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


 


4.3Withholding.
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 Company has the right to withhold from any compensation paid to a Participant.


 


4.4Issuance
of Shares. Provided that the Exercise Agreement 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, and shall deliver certificates representing the shares with the appropriate legends
affixed thereto.


 


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 of the Employer. Further, nothing in the Plan or this Agreement shall
be construed to limit the discretion of the Employer to terminate the Participant’s Continuous Service Status 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 prior to the date of exercise of the Option.


 


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.


 




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7.Change
of Control.


 


7.1Acceleration
of Vesting. [In the event of a Change of Control, notwithstanding any provision of the Plan or this Agreement to the contrary,
the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to the Option. To the extent
practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant
the ability to participate in the Change of Control with respect to the shares of Common Stock received.


 


OR


 


Unless
otherwise determined by the Administrator at the time of a Change of Control, a Change of Control shall have no effect on the
Option.]


 


8.Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 10 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.


 


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.


 




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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 and with all applicable
requirements of 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 Delaware 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 Administrator
for review. The resolution of such dispute by the Administrator 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 the Option 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 Administrator 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.


 




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


 


	 	CORTEX
    PHARMACEUTICALS, INC.



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	[EMPLOYEE
    NAME]



 


	 	By:	 
	 	Name:	 



 



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