Exhibit
10.7


 


AST
SPACEMOBILE, INC.

2020 INCENTIVE AWARD PLAN


 


STOCK
OPTION GRANT NOTICE


 


AST
SpaceMobile, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below
(“Participant”) the stock option (the “Option”) described in this Stock Option
Grant Notice (this “Grant Notice”), subject to the terms and conditions of the AST SpaceMobile, Inc.
2020 Incentive Award Plan (as may be amended from time to time, the “Plan”) and the Stock Option Agreement
attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant
Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given
to them in the Plan.


 


	Participant:	[____________]
	 	 
	Grant
    Date:	[____________]
	 	 
	Exercise
    Price per Share:	[Can
    be no less than 100% of the FMV on the Grant Date]
	 	 
	Shares
    Subject to the Option:	[____________]
	 	 
	Final
    Expiration Date:	[Can
    be no later than 10th anniversary of Grant Date]
	 	 
	Vesting
    Commencement Date:	[____________]
	 	 
	Vesting
    Schedule:	[____________]
	 	 
	Type
    of Option	[Incentive
    Stock Option]/[Non-Qualified Stock Option]


 


By
accepting (whether in writing, electronically or otherwise) the Option, Participant agrees to be bound by the terms of this Grant
Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions
of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


 


	AST
    SPACEMOBILE, INC.	 	PARTICIPANT
	 	 	 
	By:	                  	 	 
	Name:	 	 	 
	Title:	 	 	 






 






    	 



     


    




 


EXHIBIT
A


 


STOCK
OPTION AGREEMENT


 


Capitalized
terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan.


 


ARTICLE
I.

GENERAL


 


1.1
Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant
Notice (the “Grant Date”).


 


1.2
Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan,
which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of
the Plan will control.


 


ARTICLE
II.

PERIOD OF EXERCISABILITY


 


2.1
Commencement of Exercisability. The Option will vest and become exercisable according to the vesting schedule in the Grant
Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be
vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notwithstanding
anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option
will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination
of Service for any reason (after taking into consideration any accelerated vesting and exercisability which may occur in connection
with such Termination of Service).


 


2.2
Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable
will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.


 


2.3
Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the
following to occur:


 


(a)
The final expiration date in the Grant Notice, subject to Section 6.3 of the Plan; provided, however, such final expiration
date may be extended pursuant to Section 5.5 of the Plan;


 


(b)
Except as the Administrator may otherwise approve, the expiration of three months from the date of Participant’s Termination
of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or disability;


 


(c)
Except as the Administrator may otherwise approve, the expiration of one year from the date of Participant’s Termination
of Service by reason of Participant’s death or disability; and


 


(d)
Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.


 




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As
used in this Agreement, “Cause” means any of the following events that the Board has determined, in
good faith, has occurred: (i) Participant’s failure to substantially perform Participant’s duties (other than a failure
resulting from Participant’s disability), including Participant’s failure to follow any lawful directive from the
Board or Participant’s immediate supervisor; (ii) Participant’s violation of any code or standard of behavior generally
applicable to Employees or executives of the Company; (iii) engaging in conduct that may reasonably result in reputational, economic
or financial injury to the Company or its affiliates; (iv) Participant’s commission of, indictment for or plea of nolo contendere
to a felony, any crime involving fraud or embezzlement under federal, state or local laws or a crime involving moral turpitude;
(v) Participant’s failure to devote substantially all of Participant’s working time to the business of the Company
and its affiliates; (vi) Participant’s unlawful use (including being under the influence) or possession of illegal drugs
on the premises of the Company or any of its affiliates or while performing Participant’s duties and responsibilities for
the Company or any of its affiliates; (vii) Participant’s commission of an act of fraud, willful misconduct or gross negligence
with respect to the Company or its affiliates, or Participant’s material breach of fiduciary duty against the Company or
any of its affiliates; (viii) Participant’s engaging in misconduct in connection with the performance of any of Participant’s
duties, including by embezzlement or theft from the Company or its affiliates, misappropriating funds from the Company or its
affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf
of the Company or its affiliates; or (ix) Participant’s active disloyalty to the Company or its affiliates, including willfully
aiding a competitor or improperly disclosing confidential information.


 


ARTICLE
III.

EXERCISE OF OPTION


 


3.1
Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s
death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s designated
beneficiary as provided in the Plan.


 


3.2
Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised,
in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires,
except that the Option may only be exercised for whole Shares.


 


3.3
Tax Withholding.


 


(a)
Unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise vesting or
issuable under this Option in satisfaction of any applicable withholding tax obligations. The number of Shares which may be so
withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of withholding no
greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in Participant’s
applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such
taxable income.


 


(b)
Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option,
regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection
with the Option. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any
tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company
and its Affiliates do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s
tax liability.


 




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ARTICLE
IV.

OTHER PROVISIONS


 


4.1
Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain
events as provided in this Agreement and the Plan.


 


4.2
Clawback. The Option and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect
on the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street
Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.


 


4.3
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s General Counsel at the Company’s principal office or the General Counsel’s
then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be
in writing and addressed to Participant (or, if Participant is then deceased, to the Participant’s designated beneficiary)
at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By
a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.
Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested)
and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service,
when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.


 


4.4
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


4.5
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Law and, to the extent Applicable Law permits, will be deemed amended as
necessary to conform to Applicable Law.


 


4.6
Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


4.7
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment
to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Law permits, this Agreement
will be deemed amended as necessary to conform to such applicable exemptive rule.


 


4.8
Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however,
that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement
shall materially and adversely affect the Option without the prior written consent of Participant.


 




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4.9
Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid,
the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect
on, the remaining provisions of the Grant Notice or this Agreement.


 


4.10
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be
construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with
respect to the Option, as and when exercised pursuant to the terms hereof.


 


4.11
Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right
to continue in the employ or service of the Company or any Affiliate or interferes with or restricts in any way the rights of
the Company and any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of Participant
at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement
between the Company or an Affiliate and Participant.


 


4.12
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


4.13
Incentive Stock Options. If the Option is designated as an Incentive Stock Option:


 


(a)
Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with
respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options”
under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year
exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive
stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified
stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the
Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the
Code. Participant also acknowledges that if the Option is exercised more than three months after Participant’s Termination
of Service, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.


 


(b)
Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this
Agreement if such disposition or other transfer is made (i) within two years from the Grant Date or (ii) within one year after
the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount
realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other
transfer.


 


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