22nd CENTURY GROUP, INC.


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


 


This Agreement is made as of ___________________
(the “Effective Date”), between 22nd Century Group, Inc., a Nevada corporation with an address at 9530 Main Street,
Clarence, New York 14031, (the “Company”) and ____________________, an individual residing at _______________________________________
(the “Executive”).


 


WHEREAS, the Company has adopted the 22nd
Century Group, Inc. 2010 Equity Incentive Plan (the “Plan”), providing for the grant to certain officers, employees,
directors, consultants and advisors of the Company and its Affiliates the opportunity to acquire shares of the Company’s
Common Stock; and


 


WHEREAS, the Board has determined that it
would be in the best interest of the Company and its shareholders to provide the Executive with an incentive to remain in the service
of the Company and to increase shareholder value by providing the Executive with the opportunity to own Common Stock of the Company.


 


NOW THEREFORE, in consideration of the promises
and mutual agreements set forth in this Agreement, the Executive and the Company hereby agree as follows:


 


1.          Grant
of Award.


 


(a)          Award.
The Company, as of the Effective Date, hereby grants to the Executive an award (the “Award”) of ___________ shares
of Common Stock of the Company (“Restricted Shares” or “Shares”) subject to the restrictions, terms and
conditions set forth below and in the Plan.


 


(b)          Equity
Plan. This Award is granted pursuant to the Plan, a copy of which the Executive acknowledges having received. The terms and
conditions of the Plan are incorporated into this Agreement by reference. If there is a conflict between the provisions of this
Agreement and the provisions of the Plan, the provisions of the Plan will govern. Capitalized terms not otherwise defined in this
Agreement have the meanings set forth in the Plan.


 


2.          Vesting
of Award. 


 


_____________


 


3.          Dividend
and Voting Rights.


 


Subject to the terms of the Plan, the Executive
will have all the rights of a shareholder of the Company with respect to voting the Restricted Shares awarded under this Agreement
and receipt of dividends and distributions on such Shares.


 


4.          Restrictions
on Transfer.


 


_____________


 




    	 



    	 



    

 


5.          Issuance
and Custody of Certificate.


 


(a)          Legends.


 


The Company will cause to be issued one or
more stock certificates, registered in the name of the Executive evidencing the Restricted Shares granted under this Award. Each
certificate issued in respect of the Restricted Shares will bear the following legend:


 _____________


 


6.          Agreements
of the Executive.


 


The Executive acknowledges that: (a) this
Agreement is not a contract of employment and the terms of the Executive’s employment are not affected in any way by this
Agreement except as specifically provided in this Agreement; and (b) the Award made by this Agreement does not confer any legal
rights upon the Executive for continuation of employment or interfere with or limit the right of the Company to terminate the Executive’s
employment at any time.


 


7.          Legal
Compliance Restrictions.


 


The Company is not obligated to issue or deliver
any certificates evidencing Restricted Shares awarded by this Agreement unless and until the Company is advised by its counsel
that the issuance and delivery of the certificates are in compliance with all applicable laws, regulations of governmental authorities
and the requirements of any securities exchange upon which the Common Stock of the Company is traded.


 


8.          Taxes.


 


The Company has agreed to pay the federal
income taxes, state income taxes, and payroll taxes (if applicable) incurred by the Executive with respect to the Award made by
this Agreement – up to a limit of thirty percent (30%) of fair market value of the shares as determined by Troconi Segarra
and Associates. The Executive agrees to pay or make arrangements for the payment to the Company of the amount of any remaining
tax liability with respect to the Award made by this Agreement. Payment will be due on the date the Company is required to withhold
such taxes. In the event that any payment is not made when due, the Company has the right (a) to deduct, to the extent permitted
by law, from any payment of any kind otherwise due to Executive from the Company all or a part of the amount required to be withheld,
or (b) to pursue any other remedy at law or in equity.


 


9.          Notices.


 


Except as otherwise provided in this Agreement,
all offers, notices and other communications given pursuant to this Agreement will be deemed to have been properly given if in
writing and (a) hand delivered, (b) mailed, addressed to the appropriate party at the address of the party as shown at the beginning
of this Agreement, postage prepaid, by certified or registered mail or by Federal Express or similar overnight courier service,
or (c) sent by e-mail, facsimile or similar electronic transmission, with confirmation sent by way of one of the methods provided
above. Either party may from time to time designate by written notice given in accordance with the provisions of this Section any
other address or party to which such notice or communication or copies thereof must be sent.


 




    	 



    	 



    

 


10.         Binding
Effect.


 


This Agreement is binding upon, and inures
to the benefit of, the respective successors, assigns, heirs, executors, administrators and guardians of the parties hereto.


 


11.         Opportunity
to Review.


 


The Executive acknowledges and understands
that this Agreement has been prepared on behalf of the Company by its legal counsel. The Executive further acknowledges and understands
that it is advisable for him to, and he has had reasonable opportunity to, consult with legal counsel or other independent advisors,
other than the Company’s legal counsel, with respect to the terms and conditions of this Agreement


 


12.         Severability.


 


Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be enforceable under applicable law. However, if any provision of this Agreement
is deemed unenforceable under applicable law by a court having jurisdiction, the provision will be unenforceable only to the extent
necessary to make it enforceable without invalidating the remainder thereof or any of the remaining provisions of this Agreement.


 


13.         New
York Law.


 


This Agreement will be construed and interpreted
in accordance with the laws of the State of New York without regard to principles of conflicts of law.


 


14.         Multiple
Counterparts.


 


This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Any party may execute this Agreement by facsimile signature and the other party is entitled to rely on such facsimile signature
as evidence that this Agreement has been duty executed by that party. Any party executing this Agreement by facsimile signature
must immediately forward to the other party an original signature page by overnight mail.


 


IN WITNESS WHEREOF, the Company and the Executive
have caused this Agreement to be executed and delivered, all as of the day and year first above written.


 


	 	 
	 	 	 
	 	22nd CENTURY GROUP, INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title: