Exhibit 10.21


 


FORM OF NON-QUALIFIED STOCK OPTION
AGREEMENT


 


 


THIS NON-QUALIFIED
STOCK OPTION AGREEMENT (the “Agreement”) entered into as of ________ (the “Grant Date”) between VerifyMe,
Inc., (the “Company”) and ________ (the “Optionee”).


 


WHEREAS, by action
taken by the Board of Directors (the “Board”) it has adopted the 2017 Equity Incentive Plan (the “Plan”);


 


WHEREAS, the Board
intends to grant the Optionee Non-Qualified Stock Options; and


 


WHEREAS, pursuant to
the Plan, it has been determined that in order to enhance the ability of the Company to attract and retain qualified employees,
consultants, officers and directors, the Company may grant employees, consultants, officers and directors the right to purchase
the common stock of the Company (the “Common Stock”) pursuant to stock options.


 


NOW THEREFORE, in consideration
of the mutual covenants and promises hereafter set forth and for other good and valuable consideration, receipt of which is acknowledged,
the parties hereto agree as follows:


 


1.          Grant
of Non-Qualified Stock Options. The Company irrevocably granted to the Optionee, as a matter of separate agreement and not
in lieu of other compensation for services, the right and option to purchase all or any part of ________ shares of Common Stock
(the “Options”) on the terms and conditions set forth herein and subject to the terms and conditions of the Plan. The
Optionee acknowledges receipt of a copy of the Plan. The Options are intended to be a Non-Qualified Stock Option. Capitalized terms
used but not defined herein will have the meaning ascribed to them in the Plan.


 


2.          Price.
The exercise price of the Options is $________ per share, that being the fair market value of a share of Common Stock on the Grant
Date.


 


3.          Vesting
- When Exercisable.


 


(a)       The
Options shall vest quarterly in equal increments on each of ________; in each instance, subject to continued service as a director
of the Company on each applicable vesting date and further subject to the Optionee executing this Agreement. In lieu of fractional
vesting, the shares shall be rounded up each time until fractional shares are eliminated.


 


(b)       Subject
to Sections 3(c) and 4 of this Agreement, vested Options may be exercised until 6:00 p.m. New York time for ________ from the Grant
Date (the “Expiration Date”).


 





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(c)       Notwithstanding
any other provision of this Agreement, in accordance with Section 24(a) of the Plan, at the discretion of the Board or the Compensation
Committee (as defined in the Plan), all Options, whether vested or unvested, will be subject to forfeiture.

 


4.          Termination
of Relationship.


 


(a)       Except
as provided in Section 4(b) or (c), if for any reason the Optionee ceases to perform services for the Company, all rights granted
hereunder shall terminate effective three months from that date.


 


(b)       If
the Optionee ceases to provide services for the Company as a result of her death, the Optionee’s estate or any Transferee,
as defined herein, shall have the right for 12 months form the date of death to exercise the Options subject to Section 3(c). For
the purpose of this Agreement, “Transferee” shall mean a person to whom such shares are transferred by will or by the
laws of descent and distribution.


 


(c)       If
the Optionee ceases to provide services as a result of becoming disabled within the meaning of Section 22(e)(3) of the Code, all
rights granted hereunder shall terminate effective one year from that date.


 


(d)       Notwithstanding
anything contained in this Section 4, the Options may not be exercised after the Expiration Date.


 


(e)       Any
of the Options that were not vested immediately prior to the Termination Date shall terminate at that time.


 


For purposes of this Section 4 “Company”
shall include subsidiaries and/or affiliates of the Company.


 


5.          Method
of Exercise. The Options shall be exercisable by a written notice which shall:


 


(a)        state
the election to exercise the Options, the number of shares to be exercised, the person in whose name the stock certificate or certificates
for such shares of Common Stock is to be registered, address and social security number of such person (or if more than one, the
names, addresses and social security numbers of such persons);


 


(b)        if
applicable, contain such representations and agreements as to the holder’s investment intent with respect to such shares
of Common Stock as set forth in Section 10 herein;


 


(c)        be
signed by the person or persons entitled to exercise the Options and, if the Options are being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons
to exercise the Options;


 


(d)        be
accompanied by full payment of the exercise price by tender to the Company of an amount equal to the exercise price multiplied
by the number of underlying shares being purchased (the “Purchase Price”), (i) either in cash, by wire transfer, or
by certified check or bank cashier’s check, payable to the order of the Company; (ii) if there is no effective form S-8 covering
the resale of the Common Stock, through a cashless exercise of the Options in accordance with Section 6(f) below; or (iii) by a
combination of any of the foregoing methods; and


 






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(e)       be
accompanied by payment of any amount that the Company, in its sole discretion, deems necessary to comply with any federal, state
or local withholding requirements for income tax purposes. If the Optionee fails to make such payment in a timely manner, the Company
may: (i) decline to permit exercise of the Options or (ii) withhold and set-off against compensation and any other amounts payable
to the Optionee the amount of such required payment. Such withholding may be in the shares underlying the Options at the sole discretion
of the Company.


 


(f)      If the Fair
Market Value (as defined below) of one share of Common Stock is greater than the Purchase Price (at the date of calculation as
set forth below), in lieu of exercising the Options for cash, the Optionee may elect to pay the exercise price using a cashless
exercise. If a cashless exercise is elected, the Company shall issue to the Optionee the number of shares of Common Stock computed
using the following formula:


 


	 	X = Y (A-B)

              A



Where:




 





	 	X	=	the number of shares of Common Stock to be issued to Optionee;
	 	 	 	 
	 	Y	=	the portion of the Option (in number of shares of Common Stock) being exercised by Optionee (at the date of such calculation);
	 	 	 	 
	 	A	=	the Fair Market Value (as defined below); and 
	 	 	 	 
	 	B	=	Exercise Price (as adjusted to the date of such calculation).







 


For purposes of this
Agreement, Fair Market Value shall mean:


 


“Fair Market
Value” shall mean: (i) if the principal trading market for such securities is a national securities exchange, the OTCQB
or other market operated by the OTC Markets (or a similar system then in use), the average of the closing prices on the principal
market for the last five trading days immediately prior to such exercise date; or (ii) if (i) is not applicable, the average of
the high bid and low asked prices so reported for the trading day immediately prior to such Exercise Date.  Notwithstanding
the foregoing, if there is no last reported sales price or bid and ask prices, as the case may be, for the day in question, then
Fair Market Value shall be determined as of the latest day prior to such day for which such last reported sales price or bid and
asked prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter
market for 30 or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in
good faith by, and reflected in a formal resolution of the board of directors of the Company. 

 





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The Optionee acknowledges
that due to the short-swing profit potential, she shall not engage in a cashless exercise unless such exercise has been pre-approved
by the Board of Directors or Compensation Committee.

 


The certificate or
certificates for shares of Common Stock as to which the Options shall be exercised shall be registered in the name of the person
or persons exercising the Options.


 


6.       Sale
of Shares Acquired Upon Exercise of Options. If the Optionee is an officer (as defined by Section 16(b) of the Securities Exchange
Act of 1934 (“Section 16(b)”)) or a director of the Company, any shares of Common Stock acquired pursuant to the Options
cannot be sold by the Optionee until at least six months elapse from the Grant Date except in case of death or disability or if
the grant was exempt from the short-swing profit provisions of Section 16(b). Further the cashless exercise provision Section
5 may only be elected if the approval required by Rule 16b-3 has been obtained or the exercise is exempted by Rule 16b-6 under
the Securities Exchange Act of 1934.


 


7.       Anti-Dilution
Provisions. The Options shall have the anti-dilution rights set forth in the Plan.


 


8.       Necessity
to Become Holder of Record. The Optionee shall not have any rights as a shareholder with respect to any of the shares underlying
the Options until the Optionee shall have become the holder of record of such shares. No cash dividends or cash distributions,
ordinary or extraordinary, shall be provided to the Optionee if the record date is prior to the date on which the Optionee became
the holder of record thereof.


 


9.        Reservation
of Right to Terminate Relationship. Nothing contained in this Agreement shall restrict the right of the Company to terminate
the relationship of the Optionee at any time, with or without cause. The termination of the relationship of the Optionee by the
Company, regardless of the reason therefor, shall have the results provided for in this Agreement.


 


10.        Conditions
to Exercise of Options. If a Registration Statement on Form S-8 (or any other successor form) is not effective as to the shares
of Common Stock issuable upon exercise of the Options, the remainder of this Section 10 is applicable as to federal law. 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 Optionee, as a condition of the exercising of the Options granted hereunder, to give written assurance
satisfactory to the Company that the shares underlying the Options 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 Options are 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 Options 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 issue or purchase of
the shares underlying the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected.


 





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11.        Transfer.
The transferability of the Options are set forth in the Plan under Section 12, subject to any limitation set forth in the Code.

 


12.       Parties
Bound by Plan. The Plan and each determination, interpretation or other action made or taken pursuant to the provisions of
the Plan shall be final and shall be binding and conclusive for all purposes on the Company and the Optionee and the Optionee’s
respective successors in interest.


 


13.       Severability.
In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.


 


14.       Benefit.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors
and assigns.


 


15.        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, or email (followed
by receipted delivery) as follows:


 


	 	
        To the Company:

         

        VerifyMe, Inc.

        75 S. Clinton Ave. Suite 510

        Rochester, NY 14604

        Attention: Patrick White

        patrick@verifyme.com

	 	
         

        With a copy to:

         

        Harter Secrest & Emery LLP

        1600 Bausch & Lomb Place

        Rochester, NY 14604

        Attention: Alex R. McClean, Esq.

        amcclean@hselaw.com



 


To the Optionee:


 


As provided on the signature page hereto






 


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


 


16.          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.


 





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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 herein or performance shall be governed or interpreted according to the
laws of the State of Nevada without regard to choice of law considerations.


 


18.          Oral
Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements
between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed,
waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against whom enforcement
or the change, waiver discharge or termination is sought.


 


19.          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, PDF, electronic or facsimile signature.


 


20.          Section
or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.


 


21.          Stop-Transfer
Orders.


 


(a)       The
Optionee agrees that, in order to ensure compliance with the restrictions set forth in the Plan and this Agreement, the Company
may issue appropriate “stop transfer” instructions to its duly authorized 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.


 


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


 


[Signature Page to Follow]


 





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IN WITNESS WHEREOF
the parties hereto have set their hand and seals the day and year first above written.


 


	 	VERIFYME, INC.


 


 


 



	 	By:	 
	 	 	
        Patrick White

        Chief Executive Officer





 


 


 




	 	
        OPTIONEE

	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	 






 


 


	 	Address of the Optionee: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	 	Email: 	 	 




 





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NOTICE OF EXERCISE


 


	To: 	__________________________
	 	__________________________
	 	__________________________
	 	Attention _________, _______________
	 	Facsimile: (____) _____-______


 


Please be advised that
___________________ hereby elect to exercise its option to purchase shares of ___________, pursuant to the Stock Option Agreement
dated __________________.


 


	Number of Shares to Be Purchased:	 
	 	 	 
	Multiplied by: Purchase Price Per Share	$
	 	 	 
	 	Total Purchase Price	$


 


Please check the payment method below:


 


____    Enclosed is a check for the total
purchase price above.


 


____    Wire transfer sent on _____________,
20__.


 


Please contact us as soon as possible to
discuss the possible payment of withholding taxes and any other documents we may require.


 


 


Name of Option Holder (Please Print): ________________________________


 


Address of Option Holder


 


________________________________________________________________


 


 


Telephone Number of Option Holder:     ________________________________


 


Social Security Number or Employer Identification Number: ________________________


 






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If the certificate is to be issued to person
other than the Option Holder, please provide the following for such person:


 


 


	 	 
	(Name)	 
	 	 
	 	 
	(Address)	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	(Telephone Number)	 
	 	 
	 	 
	(Social Security Number)	 


 


 


In connection with the issuance of the
Common Stock, if the Common Stock may not be immediately publicly sold, the Holder hereby represents to the Company that
it is acquiring the Common Stock for its own account for investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933 (the “Securities Act”).


 


Holder is ______ is not ______ [please
initial one] an accredited investor for at least one of the reasons on the attached Exhibit A. If the SEC has amended the
rule defining the definition of accredited investor, the Holder acknowledges that as a condition to exercise the Options, the Company
may request updated information regarding the Holder’s status as an accredited investor. The Holder’s exercise of the
Options shall be in compliance with the applicable exemptions under the Securities Act and applicable state law.


 


 


 


	 	 	Dated: 	 
	Signature of Option Holder	 	 


 





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Exhibit A 


To Notice of Exercise of Stock Option
Agreement


 


For Individual Investors Only:


 


1.       A
person who has an individual net worth, or a person who with his or her spouse has a combined net worth, in excess of $1,000,000.
For purposes of calculating net worth under this paragraph (1), (i) the primary residence shall not be included as an asset, (ii)
to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary
residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured
by the primary residence exceeds the amount outstanding 60 days prior to exercising the stock options, other than as a result of
the acquisition of the primary residence, the amount of such excess shall be included as a liability.


 


2a.       A
person who had individual income (exclusive of any income attributable to the person’s spouse) of more than who has $200,000
in each of the two most recently completed years and who reasonably expects to have an individual income in excess of $200,000
this year.


 


2b.       Alternatively,
a person, who with his or her spouse, has joint income in excess of $300,000 in each applicable year.


 


3.         A
director or executive officer of the Company.







 


 


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