Exhibit 10.2


 


NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION
AWARD


 


DIGITAL BRANDS GROUP, INC.


2020 OMNIBUS INCENTIVE PLAN


 


FOR GOOD AND VALUABLE CONSIDERATION, Digital Brands
Group, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2020 Omnibus Incentive Plan
(the “Plan”), to the Participant designated in this Notice of Grant of Non-Qualified Stock Option Award (the “Notice”)
an option to purchase the number of shares of the common stock of the Company set forth in the Notice (the “Shares”), subject
to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions
of Stock Option Award (collectively, the “Agreement”). Also enclosed is a copy of the information statement describing important
provisions of the Plan.


 


Optionee:     [__________]


 


	Date of Grant:               ____________	Type of Option:  Non-Qualified Stock Option
	Exercise Price per Share:           $____	Expiration Date:                ____________
	Total Number of 

Shares Granted:                      _______	Total Exercise Price:                              $______
	Vesting Schedule:   75% on the date of grant and the remaining 25% in equal monthly installments on the [___] day of each month for 36 months beginning with
[first monthly vesting date]
	
    Exercise After Termination of Service:

     

    Termination of Service for any reason: any non-vested portion
    of the Option expires immediately;

     

    Termination of Service due to death or Disability: vested portion
    of the Option is exercisable by the Optionee (or, in the event of the Optionee’s death, the Optionee’s Beneficiary) for one
    year after the Optionee’s Termination;

     

    Termination of Service for any reason other than death or Disability:
    vested portion of the Option is exercisable for a period of ninety days following the Optionee’s Termination.

     

    In no event may this Option be exercised after the Expiration Date
    as provided above.



 


By signing below, the Optionee agrees that this Non-Qualified Stock
Option Award is granted under and governed by the terms and conditions of the Company’s 2020 Omnibus Incentive Plan and the attached
Terms and Conditions.


 


	Participant	 	Digital Brands Group, Inc.
	 	 	 
	 	 	By:	 
	 	 	Title:	 
	Date:	  	 	Date:	  




 






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TERMS AND CONDITIONS OF STOCK OPTION AWARD


 


1.            Grant
of Option. The Option granted to the Optionee and described in the Notice of Grant is subject to the terms and conditions of the Plan,
which is incorporated by reference in its entirety into these Terms and Conditions of Stock Option Award.


 


The Board of Directors of the Company has authorized
and approved the 2020 Omnibus Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The
Committee has approved an award to the Optionee of a number of shares of the Company’s common stock, conditioned upon the Participant’s
acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and
Conditions are presented to the Optionee for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company
shall include a reference to any Affiliate.


 


If designated in the Notice of Grant as an Incentive
Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the
Code. Nevertheless, to the extent that the Option fails to meet the requirements of an ISO under Section 422 of the Code, this Option
shall be treated as a Non-Qualified Stock Option (“NSO”).


 


The Company intends that this Option not be considered
to provide for the deferral of compensation under Section 409A of the Code and that this Agreement shall be so administered and construed.
Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.


 


2.            Exercise
of Option.


 


(a)            Right
to Exercise. This Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule set out
in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. No Shares shall be issued pursuant to
the exercise of an Option unless the issuance and exercise comply with applicable laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. The
Committee may, in its discretion, (i) accelerate vesting of the Option, or (ii) extend the applicable exercise period to the
extent permitted under Section 6.03 of the Plan.


 


(b)            Method
of Exercise. The Optionee may exercise the Option by delivering an exercise notice in a form approved by the Company (the “Exercise
Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised,
and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Shares exercised. This Option shall be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by the aggregate Exercise Price.


 


(c)            Acceleration
of Vesting on Change in Control. Unless otherwise specified in the Notice of Grant, in the event of a Change in Control, no accelerated
vesting of any Options outstanding on the date of such Change in Control shall occur.


 






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3.            Method
of Payment. If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement,
the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided, however,
that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of them:


 


(a)            cash
or check;


 


(b)            a
 “net exercise” (as described in the Plan or such other consideration received by the Company under a cashless exercise program
approved by the Company in connection with the Plan;


 


(c)            surrender
of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of
the Exercised Shares and any applicable withholding; or


 


(d)            any
other consideration that the Committee deems appropriate and in compliance with applicable law.


 


4.            Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or
if the issuance of the Shares upon exercise or the method of payment of consideration for those shares would constitute a violation of
any applicable law or regulation.


 


5.            Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee; provided, however, that the Optionee may transfer the Options (i) pursuant
to a qualified domestic relations order (as defined by the Code or the rules thereunder) or (ii) to any member of the Optionee’s
Immediate Family or to a trust, limited liability company, family limited partnership or other equivalent vehicle, established for the
exclusive benefit of one or more members of his Immediate Family by delivering to the Company a Notice of Assignment in a form acceptable
to the Company. No transfer or assignment of the Option to or on behalf of an Immediate Family member under this Section 5 shall
be effective until the Company has acknowledged such transfer or assignment in writing. “Immediate Family” means the Optionee’s
parents, spouse, children, siblings, and grandchildren. Following transfer, the Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. In the event an Option is transferred as contemplated in this Section 5,
such Option may not be subsequently transferred by the transferee except by will or the laws of descent and distribution. The terms of
the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


6.            Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option Agreement.


 






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7.            Withholding.


 


(a)            The
Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect
to any income recognized by the Optionee with respect to the Option Award.


 


(b)            The
Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of
the Plan.


 


(c)            Subject
to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by
having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to
the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the
amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.


 


8.            Defined
Terms. Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the
Plan, unless such term is defined in any Employment Agreement between the Optionee and the Company or an Affiliate. Any terms used in
the Notice and these Terms and Conditions, but defined in the Optionee’s Employment Agreement are incorporated herein by reference
and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the
Employment Agreement.


 


9.            Optionee
Representations. The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of
the Notice, these Terms and Conditions and the Plan and the Optionee’s decision to participate in the Plan is completely voluntary.
Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences
of this stock option award.


 


10.            Regulatory
Limitations on Exercises. Notwithstanding the other provisions of this Option Agreement, no option exercise or issuance of shares
of Common Stock pursuant to this Option Agreement shall be effective if (i) the shares reserved under the Plan are not subject to
an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration,
or (ii) the Company determines in good faith that such exercise or issuance would violate any applicable securities or other law
or regulation.


 


11.            Miscellaneous.


 


(a)            Notices.
All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these
Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private
courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address
as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed
as provided herein.


 


(b)            Waiver.
The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed
as a waiver of any other or subsequent breach.


 






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(c)            Entire
Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to
the subject matter hereof.


 


(d)            Binding
Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent
not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express
or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors,
assigns and representatives any rights, remedies, obligations or liabilities.


 


(e)            Governing
Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.


 


(f)            Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of these Terms and Conditions.


 


(g)            Conflicts;
Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict
between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended
at any time by written agreement of the parties hereto.


 


(h)            No
Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right to continue
in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at
any time.


 


(i)            Further
Assurances. The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all
additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be,
to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.


 






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