Exhibit 10.1


 


KAIVAL BRANDS INNOVATIONS GROUP, INC.


2020 STOCK AND INCENTIVE COMPENSATION PLAN


 


Nonqualified Stock Option


 


Grant of Option. KAIVAL
BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Company”), hereby grants to the Awardee named below a Nonqualified
Stock Option for the purchase of up to but not exceeding the number of shares of the Company’s Common Stock, $.001 par value per
share (the “Option”), exercisable at the price and upon the terms and conditions set forth below, and subject to any adjustments
made pursuant to Section 14 of the Company’s 2020 Stock and Incentive Compensation Plan (“Plan”):


 


	 	Awardee:	 	 
	 	 	 	 
	 	Number of Shares:	 	 
	 	 	 	 
	 	Grant Date:	 	 
	 	 	 	 
	 	Exercise Price/Share:	 	 
	 	 	 	 
	 	Expiration Date:	 	 





 


Approval of Counsel Required
for Issuance of Common Stock. No shares of Common Stock shall be issued pursuant to the exercise of the Option unless counsel for
the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws.


 


Option Subject to Plan.
The Option is granted as a Nonqualified Stock Option as defined in Section 2(w) of the Plan that is not intended to qualify as
an incentive stock option within the meaning of Section 422 of the Internal Revenue Code, is issued pursuant to the Plan, and is in all
respects subject to the terms, provisions, conditions and restrictions of the Plan. In the event of any conflict between this instrument
and the Plan, the Plan shall control.


 


Defined Terms. Except as
otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such terms in the Plan.


 


Exercise Price. The Option
exercise price set forth above for each related Common Share is not less than the Fair Market Value of each Common Share calculated as
of the date of grant in accordance with Section 2(t) of the Plan. The exercise price is subject to adjustment pursuant to Section 14 of
the Plan.


 



     


     


    

 


Vesting of Option. The
Option will become vested and exercisable with respect to the number of shares set forth in the vesting schedule below until the Option
is 100% vested, except as otherwise provided in the Plan:


  


	DATE VESTED
AND	NUMBER of
SHARES
	EXERCISABLE	EXERCISABLE
	[Date]	[number]
	[Date]	[number]
	[Date]	[number]
	[Date]	[number]
	[Date]	[number]
	[Date]	[number]




 


Option Period. The Option,
or any part thereof, may be exercised at any time between the date at which it becomes vested and exercisable and the Expiration Date
set forth above, inclusive of such dates, except that in the event of the Awardee’s death, or his or her Disability (as defined
under Section 2(p) of the Plan), or if the Awardee’s employment by the Company is terminated for any reason, or if there is a Change
of Control of the Company, then the provisions of Sections 12(c) and 14(b) of the Plan, respectively, shall govern the option period.
Notwithstanding the foregoing, in no event may the Option vest and be exercised unless and until the Company has an effective Registration
Statement on Form S-8 (or such other applicable form) on file with the Securities and Exchange Commission to register the issuance of
the shares Common Stock upon the exercise of the Option, unless the Company determines that such grant (i) shall be registered in another
manner under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act, if applicable.


 


Method of Exercise. The
Option is exercisable by providing a written notice of exercise in accordance with the procedures adopted by the Committee, but subject
to all conditions and restrictions set forth in the Plan, and the Option consideration shall be payable in one of the forms permitted
under Section 8(f) of the Plan, as determined by the Committee. The exercise price for the number of shares exercised under the Option
shall be payable in full at the time of exercise.


 


Transferability. The Option
is not assignable or transferable except by will or the laws of descent or distribution and is exercisable during the Awardee’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.


 


Tax Withholding on Exercise.
Awardee shall satisfy the Company’s withholding obligation of any federal, state, local or foreign taxes of any kind required to
be withheld as a result of an exercise of the Option by providing payment of the amount of such withholding: (i) by cash, certified or
cashier’s check, money order or personal check; (ii) by delivery of shares of the Company’s common stock already owned by
Awardee; (iii) by the Company’s withholding from other compensation payable to Awardee by the Company; or (iv) pursuant to a request
by Awardee, by withholding from the shares of common stock to be delivered upon exercise of the Option no more than the maximum number
of shares that is necessary to satisfy the statutory withholding obligation.


 



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	KAIVAL
BRANDS INNOVATIONS GROUP, INC.	 	 	 
	 	 	 	 	 
	By:	 	 	Date:	 
	 	 	 	 	 
	Title:	 	 	 	 




 


The Awardee acknowledges receipt
of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option evidenced
hereby subject to all the terms, provisions, conditions and restrictions of the Plan. The Awardee also understands that this Option is
not intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Accordingly, the Awardee understands
that he or she will recognize taxable income upon exercise of the Option based on the difference between the Option exercise price and
the Fair Market Value of the shares at the time of exercise.


 


	Signature:	 	 
	 	 	 
	Printed Name:	 	 
	 	 	 
	Date:	 	 





 


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