Exhibit
10.16 





ZONED
PROPERTIES, INC.


STOCK
OPTION GRANT NOTICE AND AGREEMENT


 


Zoned
Properties, Inc., a Nevada Corporation (the “Company”), pursuant to its 2014 Employee Stock Option Plan (the
“Plan”), a copy of which is attached hereto as Exhibit A, hereby grants to the holder
listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock,
par value $0.001 (“Stock), set forth below (the “Option”). The Option is subject to all of the
terms and conditions set forth herein and is the Stock Option Agreement attached hereto as Exhibit B (the “Stock
Option Agreement) and the Plan, and may be exercised by the Participant by its completion and delivery to the Company of the
Exercise Notice, the form of which is attached hereto as Exhibit C (the “Exercise Notice”), all
of which, along with Exhibit D referenced below, are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.


 


Participant:
Newbridge Financial, Inc.


Grant
Date: May 6, 2015 


Exercise
Price per Share: $1.00


Total
Exercise Price: $1,000,000


Total
Number of Shares: 1,000,000


Subject
to the Option:


Expiration
Date:


 


	Type of Option:	_X_Incentive
    Stock Option ___Non-Qualified Stock Option
	 	 
	Vesting Schedule:	This
    Option shall vest and become exercisable for the shares of Stock as set forth on the vesting schedule attached hereto as Exhibit
    D. In no event; however, shall this Option vest and become exercisable for any additional shares of Stock after
    Participant’s termination of employment (“Termination of Employment”), termination of directorship
    (“Termination of Directorship”) or termination of consultancy (“Termination of Consultancy”),
    as applicable.
	 	 
	 	[This
    space intentionally blank. Signature page follows.]



 


 


 



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By
the signature of Participant hereupon, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option
Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all
provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binging, conclusion
and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or relation
to the Option.


 


	Zoned Properties, Inc.	 
	 	 	 
	By:	/s/ Bryan
    McLaren 	 
	 	Bryan McLaren (May 6, 2015)
    	 
	Name:	Bryan McLaren	 
	Title:	President & CEO	 
	Date:	May 6, 2015	 



 


	Participant:	 
	 	 	 
	By:	/s/ Guy S.
    Amico 	 
	 	Guy S. Amico (May 6, 2015)
    	 
	Name:	Newbridge Financial, Inc.	 
	Title:	Executive Chairman	 
	Date:	May 6, 2015	 



 



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Exhibit
A


Zoned
Properties, Inc. 2014 Employee Stock Option Plan


 


 


 






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Exhibit
B


 


Stock
Option Agreement


 


Pursuant
to the Stock Option Grant Notice and Agreement (the “Grant Notice”) to which this Stock Option Agreement (this
“Agreement”) is attached, Zoned Properties, Inc., a Nevada Corporation (the “Company”),
has granted to Participant an option under the Company’s 2014 Employee Stock Option Plan (the “Plan”)
to purchase the number of shares of Stock indicated in the Grant Notice. 


 


Article
I


General


 


1.1.          Defined
Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.


 


1.2.          Incorporation
of Terms Plan. The Option is subject to he terms and conditions of the Plan which are incorporated herein by reference.


 


Article
II


Grant
of Option


2.1.          Grant
of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or a Parent
or Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the
“Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of
an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan
and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Inventive Stock
Option to the maximum extent permitted by law.


2.2.          Exercise
Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without
commission or other charge. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant
owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of classes of stock of
the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company
(with with the meaning of Section 424 of the Code), the exercise price per share of Stock subject to he Option shall no t be less
than 100% of the Fair Market Value of the share of Stock on the Grant Date.


2.3.          Consideration
to the Company, No Employment Rights. In consideration of the grant of the Option by the Company, Participant agrees to render
faithful and efficient services to the Company or a Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer upon
Participant any right to continue in the employ or service of the Company or any Parent or Subsidiary shall interfere with or
restrict in any way the rights of the Company and its Parents and Subsidiaries, which rights are hereby expressly reserved, to
discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the
extent expressly provided otherwise in a written agreement between the Company and Participant.


 


 


 



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Article
III


Period
of Exercisability


 


3.1.          Commencement
of Exercisability.





(a)         Subject
to Sections 3.3, 5.8, and 5.10, the Option shall become vested and exercisable in such amounts and at such times as are set forth
in the Grant Notice.


 


(b)         No
portion of the Option which as not become vested and exercisable at the date of Participant’s Termination of Employment,
Termination of Directorship or Termination of Consultancy shall thereafter become vested and exercisable, except as may be otherwise
provided by the Administrator or as set forth in a written agreement between the Company and Participant.


 


3.2.          Duration
of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each
such installment, which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain
vested and exercisable until it becomes exercisable under Section 3.3.


 


3.3.          Expiration
of Option. The Option may not be exercised to any extent by another after the first to occur of the following events:


 


(a)         The
expiration of ten years from the Grant Date;


 


(b)         If
this Option is designation as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of Code),
at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock o the Company or
any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the
meaning of Section 424 of the Code), the expiration of five years from the Grant Date;


 


(c)         The
expiration of the three months following the date of Participant’s Termination of Employment, Termination of Directorship
or Termination of Consultancy, unless such termination occurs by reason of Participant’s death or Disability or Participant’s
discharge for Cause;


 


(d)         The
expiration of one year following the date of Participant’s Termination of Employment, Termination of Directorship or Termination
of Consultancy by reason of Participant’s death or Disability; or


 


(e)         The
date of Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy by the Company
or any Parent or Subsidiary by reason of Participant’s discharge for Cause. Participant acknowledges that an Incentive Stock
Option exercise more than three months after Participant’s Termination of Employment, other than by reason of death of Disability,
will be taxed as a Non-Qualified Stock Option.


 


 


 






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3.4           Special
Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the
time the Option is granted) of all shares of Stock with respect to which Incentive Value (determined as of the time the Option
is granted) of all shares of Stock with respect to which Inventive Stock Options, including the Option, are exercisable for the
first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock
Options to the extent necessary to company with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges
that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options”
into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations
thereunder.


 


Article
IV


Exercise
of Option


 


4.1.          Person
Eligible to Exercise. Except as provided in Sections 5.2(b) and 5.2(c), during the lifetime of Participant, only Participant
may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior
to the time when the Option becomes unexercisable under Section 3.3, be exercised by Participant’s personal representative
or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and
distribution. 


 


4.2.          Partial
Exercise. Any exercisable portion of the Option or the entire Option, if when wholly exercisable, may be exercised in whole
or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3.


 


4.3.          Manner
of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company
or the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable
under Section 3.3.


 


(a)         An
exercise Notice in writing signed by Participant or any other person then entitled to exercise the Option or portion thereof,
stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by
the Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or
such other form as is prescribed by the Administrator);


 


(b)         The
receipt by the Company of full payment for the shares with respect to which the Option or portion thereof is exercised, including
payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under section 4.4;


 


 


 






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(c)         A
bona fide written representation and agreement, in such form as is prescribed by the Administrator, signed by Participant or the
other person then entitled to exercise such Option or portion thereof, statin that the shares of Stock are being acquired for
Participant’s own account, for investment and without any present intention of distributing or reselling said shares or
any of them except as may be permitted under the Securities Act and then applicable rules and regulation thereunder rand any other
applicable law, and the Participant or other person then entitled to exercise such Option or portion thereof will indemnify the
company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale
or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator
may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance
of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities
laws or regulations and any other applicable law. Without limiting the generality of the foregoing, the Administrator may require
an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does
not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued
on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements
herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not
be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration
is then effective in respect of such shares; and


 


(d)         In
the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than Participant,
appropriate proof of the right of such person or persons to exercise the Option.


 


4.4.          Method
of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the
Participant.


 


(a)         cash;


 


(b)         check;


 


(c)         To
the extent permitted under applicable lawyers, delivery of a notice that the Participant has placed a market sell order with a
broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay
a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided,
that payment of such proceeds is then made to the Company upon settlement of such sale;


 


(d)         With
the consent of the Administrator, such payment may be made, in whole or in part, through the surrender of shares of Stock then
issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise
price of the Option or exercised portion thereof;


 


(e)         With
the consent of the Administrator, such payment may be made, in whole or in part, through the surrender of shares of Stock then
issuable upon exercise of the Option having a Fair Market Value on the date of Option exercise equal to the aggregate exercise
price of the Option or exercised portion thereof;


 


 


 



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(f)          With
the consent the Administrator, any combination of the consideration provided in the foregoing paragraphs (a), (b), (c), (d), and
(e).


 


4.5.          Conditions
to Issuance of Stock Certificates. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof,
may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such
shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all the following conditions:


 


(a)         The
admission f such shares to listing on all stock exchanges on which such Stock is then listed


 


(b)         The
completion of any registration or other qualifications of such shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its
absolute discretion, deem necessary or advisable;


 


(c)         The
obtaining of any approval or other clearance from any state or federal government agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;


 


(d)         The
receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in one
or more of the forms of consideration permitted under Section 4.4; and


 


(e)         The
lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish
for reasons of administrative convenience.


 


4.6.          Rights
as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of a stockholder of the Company
in respect of any shares purchasable upon the exercise of any part of the Option unless an until such shares shall have been issued
by the Company to such holder (As evidenced by the appropriate entry on the book of the Company or of a duly authorized transfer
agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date
the shares are issued, except as provided in Section 12.3 of the Plan.


 


Article
V


Other
Provisions


 


5.1.          Administration.
The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions
taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant,
the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination
or interpretation made in good faith with respect to eh Plan, this Agreement or the Option. In its absolute discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Administration under the Plan and this Agreement.


 


 


 






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5.2           Option
Not Transferable.


 


(a)         Subject
to Section 5.2(b), the Option may not be sold, pledged, assigned, or transferred in any manner other than by will or the laws
of descent and distribution, unless and until the shares underlying the Option have been issued, and all restrictions applicable
to such shares have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts, or
engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law
by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding
sentence.


 


(b)         Notwithstanding
any other provision in this Agreement, with the consent of the Administrator and to the extent the Option is not intended to qualify
as an Incentive Stock Option, the Option may be transferred to one of more Permitted Transferees subject to the terms and conditions
set forth in Section 12.1(b) of the Plan.


 


(c)         Unless
transferred to a Permitted Transferee in accordance with Section 5.2(b), during the lifetime of the Participant, only Participant
may exercise the Option or any portion thereof. Subject to such conditions and procedures as the Administrator may require, a
Permitted Transferee may exercise the Option or any portion thereof during Participant’s lifetime. After the death of Participant,
any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3., be exercised
by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will
or under the then applicable laws of descent and distribution.


 


5.3.          Restrictive
Legends and Stop-Transfer Orders. 


 


(a)         The
share certificate or certificates evidencing the shares of Stock purchased hereunder shall be endorsed with any legends that may
be required by state or federal securities laws.


 


(b)         Participant
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.


 


(c)         The
Company shall not be required: (i) to transfer on its books any shares of Stock that have been sold or otherwise transferred in
violation of any of the provision of this Agreement, or (ii) to treat as owner of such shares of Stock or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.


 


 


 



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5.4.          Shares
to be Reserved. The Company shall at all times during the term of the Option reserve and keep available such number of shares
of Stock as will be sufficient to satisfy the requirements of this Agreement.


 


5.5.          Notices.
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary
of the Company at the address given beneath the signature of the Company’s authorized officer on the Grant Notice, and any
notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature
on the Grant Notice. By a notice given pursuant to this Section 5.5, either party may hereafter designate a different address
for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased,
be given to the person entitled to exercise his or her Option pursuant to Section 4.1 by written notice until this Section 5.5.
Any notice shall be deemed duly given when sent via email or when sent certified mail 9returen receipt requested) and deposited
(with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.


 


5.6           Stockholder
Approval. The Plan will be submitted for approval by the Company’s stockholders within twelve months after the date
the Plan was initially adopted by the Board. The Option may not be exercised to any extent by anyone prior to the time when the
Plan is approved by the stockholders, and if such approval has not been obtained by the d of said twelve month period, the Option
shall thereupon be cancelled and become null and void.


 


5.8           Governing
Law, Severability. This Agreement shall be administered, interpreted, and enforced un the laws of the State of Nevada, without
regard to the conflicts of law principles thereof. Should any provision o this Agreement be determined by a court of law to be
illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.


 


5.9           Conformity
to Securities Law. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rule, and regulations. TO the
extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.


 


5.10         Amendments.
This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by participant or such
other person as may be permitted to exercise the Option pursuant to Section 4.1 and by a duly authorized representative of the
Company.


 


5.11         Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth
in Section 5.2, this Agreement shall be binding upon Participant and his or her heirs, executors, administrations, successors,
and assigns.


 


 


 



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5.12         Notification
of Disposition. If this Option is designate as an Incentive Stock Option, Participant shall give prompt notice to the Company
of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made
(a) within two years from the Grant Date with respect to such shares or (b) within one year after the transfer of such shares
to him or her. Such notice shall specify the date of such disposition or other transfer and the amount realized, in chase, other
property, assumption of indebtedness or other consideration, by Participant such disposition or other transfer.


 


5.13         Limitations
Applicable to Section 16 Persons.Notwithstanding any other provision of the Plan or this Agreement, if Participant is
subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations
set forth in any applicable exemptive rule under section 16 of the Exchange Act (including any amendment to Rule 16b-3 of Exchange
Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


5.14.        Entire
Agreement. The Plan and this Agreement (including all Exhibits hereto) constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof.


 


 


 









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Exhibit
B


Stock
Option Exercise Notice


 


Effective
as of today, _______________, the undersigned (“Participant”) hereby elects to exercise Participant’s
option to purchase the number of shares of common stock specified below (the “Shares”) of Zoned Properties, Inc.,
a Nevada Corporation (the “Company”), under and pursuant to the Zoned Properties, Inc. 2014 Employee Stock Option
Plan (the “Plan”) and the Stock Option Grant Notice and Stock Option Agreement dates as of (the “Option
Agreement”). Capitalized terms used herein without definition shall have the meanings given in the Plan and if not
defining in the Plan, the Option Agreement.


 


Grant
Date:  ___________________


 


Number
of Shares to be Exercised:  ___________________


 


Exercise
Price per Share: $1.00


 


Total
Exercise Price:  ___________________


 


Certificate
to be issued in name of:  ___________________


 


Payment
Delivered herewith:  ___________________


 


Form
of Payment:____________


 


Type
of Option:    ___ Incentive Stock Option    ___ Non-Qualified Stock Option


 


Participant
acknowledges that Participant has receive, read and understood the Plan and the Option Agreement. Participant agrees to abide
by and be bound by their terms and conditions. Participant understands that Participant may suffer adverse tax consequences as
a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with
any tax advisors participant deems advisable in connection with the purchase or disposition of the Shares and that Participant
is not relying on the Company for any tax advice. The Plan and Option Agreement are incorporated herein by reference. This Agreement,
the Plan and the Option Agreement constitute the entire agreement of the parties and superseded in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof.


 





	Zoned Properties, Inc.	 	Participating Individual	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	 	 	 	 	 	 
	Name:	 	 	Name:	 	 
	 	 	 	 	 	 
	Title:	 	 	Title:	 	 
	 	 	 	 	 	 
	Date:	 	 	Date:	 	 



 



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Exhibit
D


Vesting
Schedule


 


VESTING
SCHEDULE


 


The
Option Shares shall be deemed earned and issued within 10 days of the occurrence of each of the following vesting dates:


 





	Vesting
    Date	 	Number
    of Shares	 	Service
    Period (Begin/End Date)(1)
	July
    1, 2015	 	125,000	 	May 1,
    2015 to June 30, 2015
	October
    1, 2015	 	125,000	 	July
    1, 2015 to October 30, 2015
	January
    1, 2016	 	125,000	 	September
    1, 2015 to December 30, 2015
	April
    1, 2016	 	125,000	 	January
    1, 2016 to March 30, 2016
	July
    1, 2016	 	125,000	 	May 1,
    2016 to June 30, 2016
	October
    1, 2016	 	125,000	 	July
    1, 2016 to October 30, 2016
	January
    1, 2017	 	125,000	 	September
    1, 2016 to December 30, 2016
	April
    1, 2017	 	125,000	 	January
    1, 2017 to March 30, 2017
	Total	 	1,000,000