Exhibit
No. 10.2


 


NEXTPLAT
CORP


2021
INCENTIVE AWARD PLAN


 


STOCK
OPTION GRANT NOTICE


 


Capitalized
terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given
to them in the 2021 Incentive Award Plan (as amended from time to time, the “Plan”) of NEXTPLAT CORP (the “Company”).


 


The
Company has granted to the participant listed below (“Participant”) the stock option described in this Grant
Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached
as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


 





	Participant: 	Charles M. Fernandez
	Grant Date: 	July 1, 2022
	Exercise Price per Share:	$2.13
	Shares Subject to the Option:	70,000
	Final Expiration Date:	July 1, 2032
	Vesting Commencement Date:	July 1, 2022
	Vesting Schedule:	The award is fully vested on Grant Date 
	Type of Option	Non-Qualified Stock Option


 


By
Participant’s signature below, 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.


 


	NEXTPLAT
    CORP	 	PARTICIPANT
	 	 	 
	By:	/s/
    David Phipps	 	/s/
    Charles M. Fernandez 
	Name:
    	David
    Phipps	 	Charles
    M. Fernandez
	Title:	President	 	 


 




    	 



     


    

 


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. 


 


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;


 


(b)
Except as the Administrator may otherwise approve, the expiration of three (3) 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 (1) 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.


 


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)
The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance
with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion
of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.


 


(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 Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option.
Neither the Company nor any Subsidiary 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 the Subsidiaries do not commit
and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.


 


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
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 Secretary at the Company’s principal office or the Secretary’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 person entitled to exercise the Option) 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. 





 


4.3
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of
this Agreement. 


 


4.4
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 Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform
to Applicable Laws. 


 




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4.5
Successors and Assigns. The Company may assign any of its rights under this Agreement to 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
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. 


 


4.6
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 Laws permit, this Agreement will be deemed amended
as necessary to conform to such applicable exemptive rule. 


 


4.7
Entire Agreement. 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. 


 


4.8
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. 


 


4.9
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. 


 


4.10
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 Subsidiary or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, 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 a
Subsidiary and Participant.


 


4.11
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. 


 


4.12
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 acknowledges that amendments
or modifications made to the Option pursuant to the Plan that would cause the Option to become a Non-Qualified Stock Option will not
materially or adversely affect Participant’s rights under the Option, and that any such amendment or modification shall not require
Participant’s consent. Participant also acknowledges that if the Option is exercised more than three (3) months after Participant’s
Termination of Service as an Employee, 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 (a) within two (2) years from the Grant Date or (b) within one (1) 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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