BLACK DIAMOND, INC.


2015 STOCK INCENTIVE PLAN


STOCK OPTION AGREEMENT


 


 


 


STOCK OPTION AGREEMENT
(the “Agreement”) made as of the «number date» day of «month», «year»,
by and between Black Diamond, Inc., a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City,
Utah 84124 (the “Company”), and «First Name» «Last Name», an individual residing in
«City State»  (the “Optionee”). Capitalized terms not defined herein shall have the meanings ascribed
to them in the Company’s 2015 Stock Incentive Plan.


 


WHEREAS, the Company
has heretofore adopted the Black Diamond, Inc. 2015 Stock Incentive Plan (the “Plan”) for the benefit of certain employees,
officers, directors, consultants, independent contractors and advisors of the Company or Subsidiaries of the Company, which Plan
has been approved by the Company’s stockholders; and


 


WHEREAS,
the Optionee is a valued and trusted  «employee or director» of
the Company and/or one of its subsidiaries and the Company believes it to be in the best interests of the Company to secure the
future services of the Optionee by providing the Optionee with an inducement to remain an  «employee
or director» of the Company and/or one of its Subsidiaries through the grant of an option to acquire an ownership
interest in the Company.


 


NOW, THEREFORE, the
parties agree as follows:


 


1.Option
Grant. Subject to the provisions hereinafter set forth and the terms and conditions of the Plan, the Company hereby grants
to the Optionee, as of «grant date»  (the “Grant Date”), the right, privilege and option (the “Option”)
to purchase all or any part of an aggregate of  «amount of option» shares
(the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), such number
being subject to adjustment as provided in the Plan. To the extent applicable, this Option is intended to qualify as an “incentive
stock option” (“ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”), to the extent permitted under Section 422 of the Code.


 


2.
Exercise Price. Subject to adjustment as provided in the Plan, the purchase price per Share of Common Stock as to
which this Option is exercised (the “Exercise Price”) shall be $ «exercise
price», the Fair Market Value of such Shares on the Grant Date. 


 


3.Exercise
of Option. The term of the Option shall be for a period of ten (10) years from the Grant Date and shall expire without
further action being taken at 5:00 p.m.,  «expiration date», subject
to earlier termination as provided in Section 5 hereof (the “Expiration Date”). The Option may be exercised at any
time, or from time to time, prior to the Expiration Date (or such additional period as may be permitted under the Plan) as to any
part or all of the Shares covered by the Option, pursuant to the vesting schedule contained in Section 4.1 hereof; provided, however,
that the Option may not be exercised as to less than one hundred (100) shares, unless it is exercised as to all Shares as to which
this Option is then exercisable. 


 






     


     


    

 


4.Vesting Schedule.


 


4.1Vesting Date.
The Shares into which this Option is exercisable shall vest in accordance with the following schedule:


 





	
         

        Vesting Date
	 	
        Number of 

        ISOs
	 	
        Number of 

        Non-Qualified 
	 	
        Total Number 

        of Shares

	 	 <<Insert Date>>	 	«Total_ISOs» 	 	«Total_NQSOs» 	 	«amountofoptions» 







 


The allocation of options granted between
ISOs and NQSOs indicated above is a result of the Limitations on ISO as outlined in the 2015 Stock Incentive Plan and reproduced
below.


 


5.7Limitations on
ISO. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISO’s are exercisable
for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of
the Company or any Subsidiary of the Company) will not exceed $100,000 or such other amount as may be required by the Code. If
the Fair Market Value of Shares on the date of grant with respect to which ISO’s are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to become exercisable
in such calendar year will be ISO’s and the Options for the amount in excess of $100,000 that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective
Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISO’s, such
different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such
amendment.


 


4.2Shares that are
vested pursuant to the schedule set forth in Section 4.1 hereof are “Vested Shares.”


 


5.Termination.


 


5.1Termination
for Any Reason Except Death, Disability or Cause. If Optionee is Terminated by the Company for any reason (including if the
Optionee voluntarily terminates employment with the Company) except upon Optionee’s death, Disability or Termination for
Cause, then this Option, to the extent (and only to the extent) that it is vested in accordance with the schedule set forth in
Section 4.1 hereof on the Termination Date, may be exercised by Optionee no later than three (3) months after the Termination Date
(or such longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three
(3) months after the Termination Date deemed to be a NQSO), but in any event no later than the Expiration Date.


 






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5.2Termination
Because of Death or Disability. If Optionee’s service to the Company is Terminated because of death or Disability of
Optionee, then this Option, to the extent that it is vested in accordance with the schedule set forth in Section 4.1 hereof on
the Termination Date, may be exercised by Optionee (or Optionee’s legal representative or authorized assignee) no later than
twelve (12) months after the Termination Date (or such longer time period not exceeding five (5) years as may be determined by
the Committee, with any such exercise beyond twelve (12) months after the Termination Date when the Termination is for Participant’s
death or Disability, deemed to be a NQSO), but in any event no later than the Expiration Date. Any exercise after three months
after the Termination Date when the Termination is for any reason other than Optionee’s disability, within the meaning of
Section 22(e)(3) of the Code, shall be deemed to be the exercise of a nonqualified stock option.


 


5.3Termination
for Cause. If the Optionee is Terminated for Cause, neither the Optionee, the Optionee’s estate nor such other person
who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever, after termination
of service, whether or not after termination of service the Optionee may receive payment from the Company or Subsidiary for vacation
pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu
of notice, or for any other benefits. In making such determination, the Committee shall give the Optionee an opportunity to present
to the Committee evidence on his behalf. For the purpose of this paragraph, termination of service shall be deemed to occur on
the date when the Company dispatches notice or advice to the Optionee that Optionee’s service is terminated.


 


For purposes of this
Agreement, Termination for Cause means that the Company has cause to terminate an Optionee’s employment or service under
any existing employment, consulting or any other agreement between the Optionee and the Company or, if such an agreement does not
exist, upon finding that (i) the Optionee has ceased to perform his duties (other than as a result of his incapacity due to physical
or mental illness or injury), which constitutes an intentional or extended neglect of his/her duties, (ii) the Optionee has engaged
or is about to engage in conduct materially injurious to the Company or (iii) the Optionee has been convicted of a felony.


 


5.4No Obligation
to Employ. Nothing in the Plan or this Agreement shall confer on Optionee any right to continue in the employ of, or other
relationship with, the Company, a Subsidiary or an Affiliate, or limit in any way the right of the Company or any Affiliate or
Subsidiary of the Company to terminate Optionee’s employment or other relationship at any time, with or without Cause. This
Agreement does not constitute an employment or other service contract. This Agreement does not guarantee employment or other service
for the length of time of the Vesting Schedule or for any portion thereof.


 






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6.Manner of
Exercise.


 


6.1Stock Option
Exercise Procedures. To exercise this Option, Optionee (or in the case of exercise after Optionee’s death, Optionee’s
executor, administrator, heir or legatee, as the case may be) must follow such exercise procedures as may be established by the
Committee from time to time in its sole discretion. Such procedures may include requiring that the Optionee provide certain information
including, inter alia, Optionee’s election to exercise this Option, the number of Shares being purchased, any restrictions
imposed on the Shares and any representations, warranties and agreements regarding Optionee’s investment intent and access
to information as may be required by the Company to comply with applicable securities laws. If someone other than Optionee exercises
this Option, then such person may be required to submit documentation reasonably acceptable to the Company that such person has
the right to exercise this Option.


 


6.2Limitations
on Exercise. This Option may not be exercised unless such exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise.


 


6.3Payment.
An exercise of this Option shall be accompanied by full payment of the aggregate Exercise Price for the Shares being purchased
(a) in cash (by check), or (b) provided that a public market for the Company’s stock exists: (1) through a “same day
sale” commitment from Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an
“NASD Dealer”) whereby Optionee irrevocably elects to exercise this Option and to sell a portion of the Shares so purchased
to pay for the aggregate Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward
the aggregate Exercise Price directly to the Company; or (2) through a “margin” commitment from Optionee and an NASD
Dealer whereby Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of the aggregate Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the aggregate Exercise Price directly to the Company. Notwithstanding
the foregoing, the Board of Directors or the Committee, in their sole discretion, may allow for the full payment of the aggregate
Exercise Price for the Shares being purchased to be made by any other method which is in accordance with the provisions of the
Plan.


 


6.4Tax Withholding.
Prior to the issuance of the Shares upon exercise of this Option, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company. If the Committee permits, Optionee may provide for payment of withholding taxes upon exercise
of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required
to be withheld determined on the date that the amount of tax to be withheld is to be determined. In such case, the Company shall
issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares issuable upon exercise.


 


6.5Issuance of
Shares. Provided that both the exercise procedures established by the Committee and payment are in manner, form and substance
satisfactory to the Company, and upon the Company’s request to counsel for the Company, the Company shall issue the Shares
registered in the name of Optionee, Optionee’s authorized assignee, or Optionee’s legal representative, and shall deliver
certificates representing the Shares with the appropriate legends affixed thereto.


 






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7.Notice of
Disqualifying Disposition of ISO Shares. To the extent this Option is an ISO, if Optionee sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of (a) the date two (2) years after the Date of Grant, and
(b) the date one (1) year after transfer of such Shares to Optionee upon exercise of this Option, then Optionee shall immediately
notify the Company in writing of such disposition.


 


8.Compliance
With Laws and Regulations. The exercise of this Option and the issuance and transfer of Shares to the Optionee shall be
subject to compliance by the Company and Optionee with (i) all applicable requirements of federal and state securities laws, (ii)
all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed and (iii) any applicable
policy of the Company regarding the trading of securities of the Company, each at the time of such issuance and transfer. Optionee
understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission
or any stock exchange to effect such compliance.


 


9.Nontransferability
of Option. This Option may not be transferred in any manner other than transfers by will or by the laws of descent and
distribution or to members of the Optionee’s immediate family, to trusts solely for the benefit of such immediate family
members and to partnerships or limited liability companies in which such family members and/or trusts are the only partners or
members, as the case may be. For this purpose, “immediate family” means the Optionee’s spouse, parents, children,
stepchildren, grandchildren and legal dependants. Any transfer of Options made under this provision will not be effective until
notice of such transfer is delivered to the Company. The terms of this Option shall be binding upon the executors, administrators,
successors and assigns of Optionee.


 


10.Privileges
of Stock Ownership. Optionee shall not have any of the rights of a stockholder with respect to any Shares until the Shares
are issued to Optionee.


 


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


 


12.Entire Agreement.
The Plan is incorporated herein by reference. This Agreement and the Plan and any exercise procedures as may be established by
the Committee constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such subject matter.


 


13.Notices.
Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed
to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee
shall be in writing and addressed to Optionee at the address indicated above or to such other address as such party may designate
in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business
day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.


 






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14.Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement shall 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
shall be binding upon Optionee and Optionee’s heirs, executors, administrators, legal representatives, successors and assigns.


 


15.Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applicable
to agreements made and to be performed entirely within such state, other than conflict of laws principles thereof directing the
application of any law other than that of Delaware.


 


16.Acceptance.
Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. Optionee has read and understands the terms and
provisions of the Plan, and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. This Option
is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Plan under which this
Option was granted, as the same shall have been amended, restated or otherwise modified from time to time in accordance with the
terms thereof. Pursuant to said Plan, the Board of Directors of the Company or the Committee is vested with final authority to
interpret and construe the Plan and this Option, and its present form is available for inspection during the business hours by
the Optionee or other persons entitled to exercise this Option at the Company’s principal office. Optionee acknowledges that
there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that the Company has advised
Optionee to consult a tax advisor prior to such exercise or disposition.


 


17.Covenants
of the Optionee


 


The Optionee agrees (and
for any heir, executor, administrator, legal representative, successor, or assignee hereby agrees), as a condition upon exercise
of the Option granted hereunder:


 


(a)Upon the request
of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that the Shares being
acquired upon exercise of the Option are for such person’s own account for investment only and not with any view to or present
intention to resell or distribute the same. The Optionee hereby agrees that the Company shall have no obligation to deliver the
Shares issuable upon exercise of the Option unless and until such certificate shall be executed and delivered to the Company by
the Optionee or any successor.


 


(b)Upon the request
of the Committee, to execute and deliver a certificate, in form satisfactory to the Committee, certifying that any subsequent resale
or distribution of the Shares by the Optionee shall be made only pursuant to either (i) a Registration Statement on an appropriate
form under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement has become effective
and is current with regard to the Shares being sold, or (ii) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption the Optionee shall, prior to any offer of sale or sale of such Shares, obtain a prior favorable
written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application of such exemption
thereto. The foregoing restriction contained in this subparagraph (b) shall not apply to (i) issuances by the Company so long as
the Shares being issued are registered under the Securities Act and a prospectus in respect thereof is current, or (ii) re-offerings
of Shares by Affiliates of the Company (as defined in Rule 405 or any successor rule or regulation promulgated under the Securities
Act) if the Shares being re-offered are registered under the Securities Act and a prospectus in respect thereof is current.


 






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(c)That certificates
evidencing Shares purchased upon exercise of the Option shall bear a legend, in form satisfactory to counsel for the Company, manifesting
the investment intent and resale restrictions of the Optionee described in this Section.


 


(d)That upon exercise
of the Option granted hereby, or upon sale of the Shares purchased upon exercise of the Option, as the case may be, the Company
shall have the right to require the Optionee to remit to the Company, or in lieu thereof, the Company may deduct, an amount of
shares or cash sufficient to satisfy federal, state or local withholding tax requirements, if any, prior to the delivery of any
certificate for such Shares or thereafter, as appropriate.


 


18.Obligations
of the Company


 


18.1Upon the exercise
of this Option in whole or in part, the Company shall cause the purchased Shares to be issued only when it shall have received
the full payment of the aggregate Exercise Price in accordance with the terms of this Agreement.


 


18.2The Company shall
cause certificates for the Shares as to which the Option shall have been exercised to be registered in the name of the person or
persons exercising the Option, which certificates shall be delivered by the Company to the Optionee only against payment of the
full Exercise Price in accordance with the terms of this Agreement for the portion of the Option exercised.


 


18.3 In the event
that the Optionee shall exercise this Option with respect to less than all of the Shares of Common Stock that may be purchased
under the terms hereof, the Company shall issue to the Optionee a new Option, duly executed by the Company and the Optionee, in
form and substance identical to this Option, for the balance of Shares of Common Stock then issuable pursuant to the terms of this
Option.


 


18.4Notwithstanding
anything to the contrary contained herein, neither the Company nor its transfer agent shall be required to issue any fraction of
a Share of Common Stock in connection with the exercise of this Option, and the Company shall, upon exercise of this Option in
whole or in part, issue the largest number of whole Shares of Common Stock to which this Option is entitled upon such full or partial
exercise and shall return to the Optionee the amount of the aggregate Exercise Price paid by the Optionee in respect of any fractional
Share.


 






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18.5The Company may
endorse such legend or legends upon the certificates for Shares issued to the Optionee pursuant to the Plan and may issue such
“stop transfer” instructions to its transfer agent in respect of such Shares as, in its discretion, it determines to
be necessary or appropriate to: (i) prevent a violation of, or to perfect an exemption from, the registration requirements of the
Securities Act; (ii) implement the provisions of the Plan and any agreement between the Company and the Optionee with respect to
such Shares; or (iii) permit the Company to determine the occurrence of a disqualifying disposition, as described in Section 421(b)
of the Code, of Shares transferred upon exercise of an incentive stock option granted pursuant to this Agreement and under the
Plan.


 


18.6The Company shall
pay all issue or transfer taxes with respect to the issuance or transfer of Shares to the Optionee, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or transfer, except fees and expenses which may be necessitated
by the filing or amending of a Registration Statement under the Securities Act, which fees and expenses shall be borne by the Optionee,
unless such Registration Statement under the Securities Act has been filed by the Company for its own corporate purposes (and the
Company so states) in which event the Optionee shall bear only such fees and expenses as are attributable solely to the inclusion
of the Shares he or she receives in the Registration Statement.


 


18.7All Shares issued
following exercise of the Option and the payment of the Exercise Price in accordance with the terms of this Agreement therefore
shall be fully paid and non-assessable to the extent permitted by law.


 


19.Miscellaneous


 


19.1If the Optionee
loses this Agreement representing the Option granted hereunder, or if this Agreement is stolen or destroyed, the Company shall,
subject to such reasonable terms as to indemnity as the Committee, in its sole discretion shall require, enter into a new option
agreement pursuant to which the Company shall issue a new Option, in form and substance identical to this Option, and in substitution
for, the Option so lost, stolen or destroyed, and in the event this Agreement representing the Option shall be mutilated, the Company
shall, upon the surrender hereof, enter into a new option agreement pursuant to which the Company shall issue a new Option, in
form and substance identical to this Option, and in substitution for, the Option so mutilated.


 


19.2This Agreement
cannot be amended, supplemented or changed, and no provision hereof can be waived, except by a written instrument making specific
reference to this Agreement and signed by the party against whom enforcement of any such amendment, supplement, modification or
waiver is sought. A waiver of any right derived hereunder by the Optionee shall not be deemed a waiver of any other right derived
hereunder.


 


19.3This Agreement
may be executed in any number of counterparts, but all counterparts will together constitute but one agreement.


 


 



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19.4In the event
of a conflict between the terms and conditions of this Agreement and the Plan, the terms and conditions of the Plan shall govern.


 


19.5Any dispute regarding
the interpretation of this Agreement shall be submitted by Optionee or the Company to the Committee for review. The resolution
of such a dispute by the Committee shall be final and binding on the Company and Optionee.


 


19.6All Options and
benefits provided under this Agreement shall be subject to any compensation recovery or clawback policy as required under applicable
law, rule or regulation or otherwise adopted by the Company from time to time.


 


 


 


(Signature Page Follows)






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IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed in duplicate by its duly authorized representative and Optionee has executed
this Agreement in duplicate as of the Date of Grant.


 


 


 


BLACK DIAMOND, INC.


 


 


By:_______________________________


Name:


Title:


 


 


 


OPTIONEE:


 


 


_______________________________


«FirstName» «LastName»


 


 






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