EXHIBIT 10.2



 


RESTRICTED
STOCK UNIT AGREEMENT


 


This
Restricted Stock Unit Agreement (this “Agreement”), entered into as of May 30, 2014 (the “Grant Date”),
sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted
by Vaporin, Inc., a Delaware corporation (the “Company”), to ________ (the “Recipient”) under the 2014
Equity Incentive Plan (the “Plan”).


 


1.
The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Agreement. Capitalized terms
used in this Agreement that are not defined in this Agreement have the meanings as used or defined in the Plan. The Recipient
hereby acknowledges receipt of the Plan.


 


2.
Award. On the Grant Date, the Recipient was granted _______ Units.


 


3.
Vesting/Forfeiture.


 


(a)
The Units shall vest in twelve approximately equal quarterly increments with the first vesting date being August 31, 2014, subject
to the Recipient continuing to perform services for the Company as an employee on each applicable vesting date. Vested Units shall
be paid out in the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common
Stock to take place on the third anniversary of the Grant Date. The Company will issue to the Recipient, in settlement of the
Units and subject to the provisions of Section 9 below, the number of whole shares of Common Stock that equals the number of whole
Units that become vested (less any shares of Common Stock withheld to satisfy applicable tax withholding requirements), and the
vested Units will cease to be outstanding upon your receipt of such shares of Common Stock. No fractional shares will be issued
in settlement of Units. Any fractional Units shall be rounded up during the initial four vesting periods, and thereafter rounded
down. The Units shall fully vest upon a Change of Control (which means a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5),
as may be amended from time to time), with delivery of the shares of Common Stock to be issued immediately upon the occurrence
of such Change of Control.


 


(b)
Notwithstanding any other provision of this Agreement, upon resolution of the Board, all Units and shares of Common Stock subject
to this Agreement, whether vested or unvested, will be immediately forfeited if any of the events specified in Section 25 of the
Plan occur.


 


4.
Profits on the Sale of Certain Shares; Cancellation. If any of the events specified in Section 25 of the Plan occur within
one year following the date the Recipient last performed services as an employee of the Company (the “Termination Date”)
(or such longer period required by any written employment agreement), all profits earned from the Recipient’s sale of the
Company’s Common Stock during the two-year period commencing one year prior to the Termination Date shall be forfeited and
forthwith paid by the Recipient to the Company. Further, in such event, the Company may at its option cancel the Unit and/or the
Common Stock granted under this Agreement. The Company’s rights under this Section do not lapse one year from the Termination
Date but are a contract right subject to any appropriate statutory limitation period. 


 




    	 



    	 



    


 


5.
Rights. The Recipient will receive no benefit or adjustment to the Units with respect to any cash or stock dividend, or
other distributions except as provided for in the Plan. Further, the Recipient will have no voting rights with respect to the
Units until the shares of Common Stock are issued.


 


6.
Restriction on Transfer. The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units
prior to the applicable vesting date. 


 


7.
Reservation of Right to Terminate Relationship. Nothing contained in this Agreement shall restrict the right of the Company
to terminate the relationship of the Recipient at any time, with or without cause. 


 


8.
Securities. In order to enable the Company to comply with the Securities Act of 1933 (the “Securities Act”)
and relevant state law, the Company may require the Recipient, the Recipient’s estate, or any permitted transferee as a
condition of issuing the Common Stock, to give written assurance satisfactory to the Company that the shares subject to the Units
are being acquired for such person’s own account, for investment only, with no view to the distribution of same, and that
any subsequent resale of any such shares either shall be made pursuant to a registration statement under the Securities Act and
applicable state law which has become effective and is current with regard to the shares being sold, or shall be pursuant to an
exemption from registration under the Securities Act and applicable state law.


 


The
Units and the underlying shares of Common Stock are further subject to the requirement that, if at any time the Board shall determine,
in its discretion, that the listing, registration, or qualification of the shares of Common Stock underlying the Units upon any
securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary
as a condition of, or in connection with the issuance of the Common Stock, the Common Stock will not be issued unless such listing,
registration, qualification, consent or approval shall have been effected. 


 


9.
Tax Withholding. The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold
from sums owed by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements
that the Company deems necessary to comply with any federal, state or local withholding requirements for income and employment
tax purposes.


 


10.
No Obligation to Minimize Taxes. The Company has no duty or obligation to minimize the tax consequences of this Award to
the Recipient and will not be liable to the Recipient for any adverse tax consequences arising in connection with this Award.
The Recipient has been advised to consult with his own personal tax, financial and/or legal advisors regarding the tax consequences
of this Award.


 




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11.
409A Compliance. The provisions of this Agreement and the issuance of the shares of Common Stock in respect of the Units
is intended to comply with the short-term deferral exception as specified in Treas. Reg. § 1.409A-l(b)(4).


 


12.
Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be
in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery,
as follows:


 


	The
    Recipient:	 	To
    the Recipient at the address on the signature page of this Agreement
	 	 	 
	The
    Company:	 	Vaporin,
    Inc.
	 	 	4400
    Biscayne Blvd., Ste. 850
	 	 	Miami,
    Florida 33137
	 	 	Attention:
    Chief Executive Officer
	 	 	 
	with
    a copy to:	 	Michael
    D. Harris, Esq. 
	 	 	Nason,
    Yeager, Gerson, White & Lioce, P.A. 
	 	 	1645
    Palm Beach Lakes Boulevard, Suite 1200 
	 	 	West
    Palm Beach, Florida 33401
	 	 	Email:
    mharris@nasonyeager.com


 


or
to such other address as either of them, by notice to the other may designate from time to time. 


 


13.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile
signature. 


 


14.
Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement,
or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of
this Agreement, the prevailing party shall be entitled to a reasonable attorney’s fee, costs and expenses.


 


15.
Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application,
then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected
hereby and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest
application permitted by law.


 




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16.
Entire Agreement. This Agreement represents the entire agreement and understanding between the parties and supersedes all
prior negotiations, understandings, representations (if any), and agreements made by and between the parties. Each party specifically
acknowledges, represents and warrants that they have not been induced to sign this Agreement.


 


17.
Governing Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted
according to the internal laws of the State of Delaware without regard to choice of law considerations. 


 


18.
Headings. The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit
the construction of the provisions hereof.


 


19.
Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application,
implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, except to the extent a party
is seeking equitable relief, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration
in Miami-Dade County, Florida (unless the parties agree in writing to a different location), before a single arbitrator in accordance
with the rules of the American Arbitration Association then in effect. The decision and award made by the arbitrator shall be
final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having
jurisdiction thereof.


 


[Signatures
To Follow]


 




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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date aforesaid.


 


	WITNESSES:
    	 	 	VAPORIN,
    INC. 
	 	 	 	 
	 	 	By:	 
	 	 	 	Scott
    Frohman
	 	 	 	Chief
    Executive Officer



 


	 	 	 	RECIPIENT
	 	 	 	 
	 	 	 	 
	 	 	 	[Name]
	 	 	 	 
	 	 	 	Address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




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