Exhibit 10.30


 


STOCK OPTION AGREEMENT


 


This Stock Option Agreement
(this “Agreement”) is made and entered into as of the Grant Date specified below by and between 1847 Goedeker
Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).


 


	
        Name of Participant:
	 
	Grant Date:	 
	Expiration Date:	 
	Exercise Price:	 
	Number of Option Shares:	 
	Type of Option:	 
	Vesting Start Date:	 
	Vesting Schedule:	 


 


1. Grant
of Option.


 


1.1. Grant.
The Company hereby grants to the Participant an option (the “Option”) to purchase the total number of shares
of Common Stock of the Company equal to the number of Option Shares set forth above, at the Exercise Price set forth above. The
Option is being granted pursuant to the terms of the Company’s 2020 Equity Incentive Plan (the “Plan”).
Capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.


 


1.2. Type
of Option. The Option is intended to be either a Non-qualified Stock Option (i.e., not an Incentive Stock Option) or
an Incentive Stock Option within the meaning of Section 422 of the Code, as indicated above, although the Company makes no representation
or guarantee that the Option will qualify as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined
on the Grant Date) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time
by the Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or
portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-qualified
Stock Options.


 


1.3. Consideration.
The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject
to the terms and conditions of the Plan.


 


2. Exercise
Period; Vesting.


 


2.1. Vesting
Schedule. The Option will become vested and exercisable in accordance with the Vesting Schedule specified above until the Option
is 100% vested. The unvested portion of the Option will not be exercisable on or after the Participant’s termination of Continuous
Service.


 


2.2. Expiration.
The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.


 


3. Termination
of Continuous Service.


 


3.1. Termination
for Reasons Other Than Cause, Death or Disability. If the Participant’s Continuous Service is terminated for any reason
other than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period
of time ending on the earlier of (a) the date that is three months following the termination of the Participant’s Continuous
Service or (b) the Expiration Date.


 






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3.2. Termination
for Cause. If the Participant’s Continuous Service is terminated for Cause, the Option (whether vested or unvested) shall
immediately terminate and cease to be exercisable.


 


3.3. Termination
Due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability,
the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a)
the date that is 12 months following the Participant’s termination of Continuous Service or (b) the Expiration Date.


 


3.4. Termination
Due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, or the
Participant dies within a period following termination of the Participant’s Continuous Service during which the vested portion
of the Option remains exercisable, the vested portion of the Option may be exercised by the Participant’s estate, by a person
who acquired the right to exercise the Option by bequest or inheritance or by the person designated to exercise the Option upon
the Participant’s death, but only within the time period ending on the earlier of (a) the date that is 12 months following
the Participant’s death or (b) the Expiration Date.


 


3.5. Extension
of Termination Date. If following the Participant’s termination of Continuous Service for any reason the exercise of
the Option is prohibited because the exercise of the Option would violate the registration requirements under the Securities Act
or any other state or federal securities law or the rules of any securities exchange or interdealer quotation system, then the
expiration of the Option shall be tolled until the date that is thirty (30) days after the end of the period during which the exercise
of the Option would be in violation of such registration or other securities requirements.


 


4. Manner
of Exercise.


 


4.1. Election
to Exercise. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity,
the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock
option exercise agreement in the form attached hereto as Exhibit A, or as is approved by the Committee from time to time
(the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to
exercise the Option; (b) the number of shares of Common Stock being purchased; (c) any restrictions imposed on the shares; and
(d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information
as may be required by the Company to comply with applicable securities laws. If someone other than the Participant exercises the
Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal
right to exercise the Option.


 


4.2. Payment
of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent permitted
by applicable statutes and regulations, either: (a) in cash or by certified or bank check at the time the Option is exercised;
(b) by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value
on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means
of attestation whereby the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation
equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of
shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”); (c)
through a “cashless exercise program” established with a broker; (d) by reduction in the number of shares otherwise
deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise;
(e) by any combination of the foregoing methods; or (f) in any other form of legal consideration that may be acceptable to the
Committee.


 






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4.3. Withholding.
Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company
to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy
any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means: (a)
tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise
issuable to the Participant as a result of the exercise of the Option; provided, however, that no shares of Common Stock
are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company
previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation paid to a
Participant.


 


4.4. Issuance
of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company, the Company
shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee,
or the Participant’s legal representative which shall be evidenced by stock certificates representing the shares with the
appropriate legends affixed thereto, appropriate entry on the books of the Company or of a duly authorized transfer agent, or other
appropriate means as determined by the Company.


 


5. No
Right to Continued Service; No Rights as Stockholder. Neither the Plan nor this Agreement shall confer upon the Participant
any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or
this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s Continuous Service
at any time, with or without Cause. The Participant shall not have any rights as a stockholder with respect to any shares of Common
Stock subject to the Option prior to the date of exercise of the Option.


 


6. Transferability.
The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or
by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her.
No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law
or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee
or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate
and become of no further effect.


 


7. Change
in Control.


 


7.1. [Acceleration
of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary,
the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent
practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant
the ability to participate in the Change in Control with respect to the shares of Common Stock subject to the Option.]


 


7.2. Cash-out.
In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice
to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common
Stock received or to be received by other stockholders of the Company in the event. Notwithstanding the foregoing, if at the time
of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection
with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.


 


8. Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 11 of the
Plan.


 






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9. Tax
Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance,
payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and the Company (a) makes no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale
of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s
liability for Tax-Related Items.


 


10. Qualification
as an Incentive Stock Option. If this Option is an Incentive Stock Option, the Participant understands that in order to obtain
the benefits of an Incentive Stock Option, no sale or other disposition may be made of shares for which incentive stock option
treatment is desired within one (1) year following the date of exercise of the Option or within two (2) years from the Grant Date.
The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the
Participant incurs in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as
an incentive stock option within the meaning of the Code.


 


11. Disqualifying
Disposition. If this Option is an Incentive Stock Option and the Participant disposes of the shares of Common Stock prior to
the expiration of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Participant
pursuant to the exercise of the Option, the Participant shall notify the Company in writing within thirty (30) days after such
disposition of the date and terms of such disposition. The Participant also agrees to provide the Company with any information
concerning any such dispositions as the Company requires for tax purposes.


 


12. [Non-competition
and Non-solicitation.


 


12.1. Non-competition
and Non-solicitation Restrictions. In consideration of the Option, the Participant agrees and covenants not to:


 


(a) contribute
his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant,
agent, partner, director, stockholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar
business as the Company and its Affiliates, including those engaged in the business of nuclear fuel technology for a period of
one year following the Participant’s termination of Continuous Service;


 


(b) directly
or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the
Company or its Affiliates for one year following the Participant’s termination of Continuous Service; or


 


(c) directly or
indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message),
attempt to contact or meet with the current, former or prospective customers of the Company or any of its Affiliates for purposes
of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates
for a period of one year following the Participant’s termination of Continuous Service.


 


12.2. Enforcement
of Non-competition and Non-solicitation Restrictions. In the event of a breach or threatened breach of any of the covenants
contained in Section 12.1:


 


(a) any
unvested portion of the Option shall be forfeited effective as of the date of such breach, unless sooner terminated by operation
of another term or condition of this Agreement or the Plan; and


 






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(b) the
Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.]


 


13. Compliance
with Law. The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance
by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock
shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory
agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the
Company is under no obligation to register the shares of Common Stock with the Securities and Exchange Commission, any state securities
commission or any stock exchange to effect such compliance.


 


14. Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the
Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement
shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company.
Either party may designate another address in writing (or by such other method approved by the Company) from time to time.


 


15. Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to
conflict of law principles.


 


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


 


17. Options
Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions
of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between
any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.


 


18. Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will 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
will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to
whom the Option may be transferred by will or the laws of descent or distribution.


 


19. Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability
of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


20. Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion.
The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other
Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with
the Company.


 






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21. Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.


 


22. No
Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation
for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


23. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


24. Acceptance.
The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands
the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement.
The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying
shares and that the Participant should consult a tax advisor prior to such exercise or disposition.


 


[SIGNATURE PAGE FOLLOWS]






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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the Grant Date set forth above.


 


	
        
	COMPANY:
	 	 
	 	1847 Goedeker Inc.
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	PARTICIPANT:
	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name)
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 	 


 






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Exhibit A


 


STOCK OPTION EXERCISE AGREEMENT


 


This Stock Option
Exercise Agreement (this “Exercise Agreement”) is made and entered into as of _______________ by and between
1847 Goedeker Inc., a Delaware corporation (the “Company”), and the purchaser named below (the “Purchaser”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 1847 Goedeker Inc. 2020 Equity Incentive
Plan (the “Plan”).


 


Purchaser Name:


 


Address:


 


Social Security Number:


 


1. Option.
The Purchaser was granted an option (the “Option”) to purchase shares of Common Stock pursuant to the terms
of the Plan and the Stock Option Agreement between the Company and the Purchaser dated ________________, as follows:


 


Type of Option (check
one):


 


____ Incentive Stock
Option


 


____ Non-qualified
Stock Option


 


Grant Date: ______________________________


 


Number of Option
shares:  ___________________


 


Exercise Price per
share:  _____________________


 


Expiration Date:  ___________________________


 


2. Exercise
of Option. The Purchaser hereby elects to exercise the Option to purchase __________ shares of Common Stock (“Shares”),
all of which are vested pursuant to the terms of the Stock Option Agreement. The total Exercise Price for all of the Shares is
________ (Total Shares times Exercise Price per Share).


 


3. Payment
of the Exercise Price; Delivery of Required Documents. The Purchaser encloses payment in full of the total Exercise Price for
the Shares in the following form(s), as authorized by the Stock Option Agreement (check and complete as appropriate):


 


____ In cash (by certified
or bank check) in the amount of $_____, receipt of which is acknowledged by the Company.


 


____ By delivery of
______ previously acquired shares of Common Stock duly endorsed for transfer to the Company.


 


____ Through a Stock
for Stock Exchange (Contact Company CFO).


 


____ By a broker-assisted
cashless exercise (Contact Company CFO).


 


____ By reduction in
the number of Shares otherwise deliverable upon exercise with a Fair Market Value equal to the total Exercise Price (Contact Company
CFO).


 


The Purchaser will
deliver any other documents that the Company requires.


 






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4. Tax
Withholding. The Purchaser authorizes payroll withholding and will make arrangements satisfactory to the Company to pay or
provide for any applicable federal, state and local withholding obligations of the Company. The Purchaser may satisfy any federal,
state or local tax withholding obligation relating to the exercise of the Option by any of the methods set forth in the Plan or
Stock Option Agreement. The Purchaser understands that ownership of the Shares will not be transferred to the Purchaser until the
total Exercise Price and all applicable withholding taxes have been paid.


 


5. Notice
of Disqualifying Disposition. If the Option is an Incentive Stock Option, the Purchaser agrees to promptly notify the Secretary
at the Company if he or she transfers any of the Shares purchased pursuant to this Exercise Agreement within one (1) year from
the date of exercise of the Option or within two (2) years from the Grant Date.


 


6. Tax
Consequences. The Purchaser understands that there may be adverse federal or state tax consequences as a result of his or her
purchase or disposition of the Shares. The Purchaser also acknowledges that he or she has been advised to consult with a tax advisor
in connection with the purchase or disposition of the Shares. The Purchaser is not relying on the Company for tax advice.


 


7. Compliance
with Law. The issuance and transfer of the Shares will be subject to, and conditioned upon compliance by the Company and the
Purchaser with, all applicable federal, state and local laws and regulations and all applicable requirements of any stock exchange
or automated quotation system on which the Shares may be listed or quoted at the time of such issuance or transfer.


 


8. Successors
and Assigns; Binding Effect. The Company may assign any of its rights under this Exercise Agreement. This Exercise Agreement
will be binding upon and inure to the benefit of the successors and assigns of the Company. This Exercise Agreement will be binding
upon the Purchaser and the Purchaser's heirs, executors, legal representatives, successors and assigns.


 


9. Governing
Law. This Exercise Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard
to conflict of law principles.


 


10. Severability.
The invalidity or unenforceability of any provision of this Exercise Agreement shall not affect the validity or enforceability
of any other provision, and each provision of this Exercise Agreement shall be severable and enforceable to the extent permitted
by law.


 


11. Counterparts.
This Exercise Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will
constitute one and the same instrument.


 


12. Notice.
Any notice required to be delivered to the Company under this Exercise Agreement shall be in writing and addressed to the Secretary
of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Purchaser under this Exercise
Agreement shall be in writing and addressed to the Purchaser at the Purchaser's address as set forth above. Either party may designate
another address in writing (or by such other method approved by the Company) from time to time.


 


13. Acknowledgement.
The Purchaser understands that he or she is purchasing the Shares pursuant to the terms and conditions of the Plan and the Stock
Option Agreement, copies of which the Purchaser has read and understands.


 






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IN WITNESS
WHEREOF, the parties have executed this Exercise Agreement as of the date first above written.


 





	
        
	COMPANY:
	 	 
	 	1847 Goedeker Inc.
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	(Name)