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Exhibit 10.17

 

VIRTUIX HOLDINGS INC.

2025 OMNIBUS INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

 

Virtuix Holdings Inc. (the “Company”) hereby grants the below-named Participant the following option to purchase shares of its Common Stock (the “Option”). The terms and conditions of this Option are set forth in the Stock Option Agreement and the Company’s 2025 Omnibus Incentive Plan (the “Plan”), both of which are attached to and made a part of this document.

 

Date of Grant:

[Date of Grant]
   
Name of Participant: [Name of Participant]
   
Number of Options: [Number of Options]
   
Exercise Price per Share: $[Exercise Price] (The Exercise Price per share of an Option shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the date of grant.)
   
Vesting Start Date: [Vesting Start Date]
   
Type of Option: [Incentive Stock Option] / [Non-Statutory Option]
   
Vesting Schedule: Subject to the terms and conditions set forth in Section 2 of the Stock Option Agreement and Participant’s continued service with the Company through each applicable vesting date, the Option shall vest 50% on the second anniversary of the Vesting Start Date and 50% on the third anniversary of the Vesting Start Date. Treatment of unvested Option and the Participant’s right to exercise vested Option upon various termination events are set forth in Section 5 of the Stock Option Agreement.

 

By signing this document, which may be accomplished by e-signature or other electronic indication of acceptance, Participant acknowledges receipt of a copy of the Stock Option Agreement and the Plan, and agrees that (a) Participant has carefully read, fully understands and agrees to all of the terms and conditions described in the attached Stock Option Agreement, the Plan document and the “Option Exercise Form”; (b) Participant understands and agrees that the Stock Option Agreement, including its cover sheet and attachments, constitutes the entire understanding between Participant and the Company regarding this Option, and that any prior agreements, commitments or negotiations concerning this Option are replaced and superseded; and (c) Participant has been given an opportunity to consult Participant’s own legal and tax counsel with respect to all matters relating to this Option prior to signing this cover sheet and that Participant has either consulted such counsel or voluntarily declined to consult such counsel.

 

PARTICIPANT:   VIRTUIX HOLDINGS INC.
     
         
Name: [Name]   Name:  [Name]
      Title:   [Title]

 

 

 

 

VIRTUIX HOLDINGS INC.

2025 OMNIBUS Incentive Plan

Stock Option Award Agreement

 

1. Kind of Option. This Option is intended to be an Incentive Stock Option (an “ISO”) or a Non-Statutory Option (an “NSO”), as provided in the Notice of Stock Option Grant. Even if this Option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the annual limitation under Code Section 422.

 

2. Vesting of the Option. Subject to the terms and conditions of the Plan and this Stock Option Agreement (the “Agreement”), Participant’s Option will be exercisable with respect to the shares of Common Stock that have become vested in accordance with the schedule set forth in the Notice of Stock Option Grant. Treatment of unvested Option and the Participant’s right to exercise vested Option upon various termination events are set forth in Section 5 below.

 

3. Term. Participant’s Option will expire in any event at the close of business at Company headquarters on the date that is ten (10) years after the Date of Grant (the “Expiration Date”). Notwithstanding the foregoing, Participant’s Option will expire earlier if Participant’s service terminates, as described below.

 

4. Exercise of Option. In order to exercise the Option, the Participant shall submit to the Company an instrument in writing specifying the number of Shares in respect of which the Option is being exercised, accompanied by payment of the Exercise Price of the Shares in respect of which the Option is being exercised, in a manner acceptable to the Administrator (including, without limitation, (i) in cash or cash equivalents, (ii) in unrestricted Shares already owned by the Participant, valued at the Fair Market Value on the date of exercise, or (iii) by net exercise or broker’s cashless exercise procedure, or any other procedures approved by the Committee from time to time). Shares shall then be issued by the Company and a Share certificate delivered to the Participant (or, if the Shares are not certificated, the Participant’s name as record owner of the Shares shall be reflected in the books and records of the Company); provided, however, that the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provisions of any applicable law.

 

5. Termination of Service; Breach of Restrictive Covenants. Upon termination of the Participant’s employment or service with the Company or its applicable Affiliate, the Participant’s right to exercise the Option will be subject to the following rules:

 

(a) Any Termination. In the event that the Participant’s Service terminates for any reason, any portion of the Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of Service.

 

(b) Termination due to Death or Disability. In the event that the Participant’s employment or service is terminated by reason of the Participant’s death or Disability, any then-vested portion of the Option may be exercised by the Participant or the Participant’s beneficiary as designated in accordance with the Plan at any time during the six (6) month period following the Participant’s termination of employment or service or the Expiration Date of the Option, whichever period is shorter. In either case, the Option shall terminate immediately thereafter.

 

(c) Termination for Cause; Breach of Restrictive Covenants. In the event that (i) the Participant’s Service terminates for Cause (as defined in an applicable employment agreement, and if no such employment agreement exists, as defined in the Plan) or (ii) the Participant breaches any written restrictive covenant agreement or employment agreement with the Company or a Subsidiary or Affiliate thereof (whether prior to or after the termination of the Participant’s Service), the entire Option held by the Participant, whether or not then vested and exercisable, shall terminate and be cancelled immediately upon such termination of Service.

 

(d) Other Termination of Service. In the event that the Participant’s employment or service terminates for any reason other than for Cause or due to death or Disability, any then-vested portion of the Option may be exercised by the Participant at any time during the thirty (30) day period following the Participant’s termination of employment or service or the Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.

 

6. Tax Withholding. Whenever Shares are to be issued pursuant to the exercise of any portion of the Option or any cash payment is to be made hereunder, the Company or any Affiliate thereof shall, in accordance with Section 16 of the Plan, have the power to withhold, or require the Participant to remit to the Company or such Affiliate thereof, an amount sufficient to satisfy the federal, state, and local withholding tax requirements, both domestic and foreign, relating to such transaction, and the Company or such Affiliate thereof may defer payment of cash or issuance of Shares until such requirements are satisfied.

 

7. Nontransferability of Awards. The Option granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the Administrator shall establish, to a permitted transferee. All rights with respect to the Option granted to the Participant hereunder shall be exercisable during his or her lifetime only by such Participant or a permitted transferee. Following the Participant’s death, all rights with respect to the Option that were exercisable at the time of the Participant’s death and have not terminated shall be exercised by his or her designated beneficiary, his or her estate or, if permitted by the Administrator, another permitted transferee.

 

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8. Beneficiary Designation. The Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior designations by the Participant, shall be in a form reasonably prescribed by the Administrator, and will be effective only when filed by the Participant in writing with the Administrator during his or her lifetime.

 

9. Adjustments. The Shares subject to the Option may be adjusted in any manner as contemplated by Section 5 of the Plan.

 

10. Requirements of Law. The issuance of Shares pursuant to the Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon exercise of any portion of the Option granted hereunder, if such exercise would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

 

11. No Guarantee of Service. Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right to continued Service.

 

12. No Rights as a Stockholder. The Participant shall not have any rights as a stockholder with respect to any Shares unless and until the Company has issued or transferred such Shares to the Participant after the exercise of the Option. As a condition to the Company’s obligation to issue or transfer Shares to the Participant after the exercise of the Option, the Participant shall have paid in full for the Shares as to which he or she exercised the Option.

 

13. Interpretation; Construction. Any determination or interpretation by the Administrator under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

 

14. Amendments. The Administrator may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and conditions of the unvested portion of any Option (but not any previously granted vested Options) in whole or in part, including without limitation, amending the criteria for vesting set forth in Section 2 hereof, substituting alternative vesting and exercisability criteria and imposing certain blackout periods on Options; provided that such alteration, amendment, suspension or termination shall not adversely alter or impair the rights of the Participant under the Option without the Participant’s consent. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

 

15. Erroneously Awarded Compensation. Notwithstanding any provision of the plan or in this Agreement to the contrary and in consideration of receiving this Award, the Option (including the gross amount of any proceeds, gains or other economic benefit Participant actually or constructively receives upon receipt of this Award, or the receipt or resale of any shares of Common Stock underlying this Award or any other amounts or benefits as required by applicable law) shall be forfeited and/or clawed back, as determined by the Board or a Committee, upon the breach by the Participant of any restrictive covenants, or obligations of nondisparagement or confidentiality owed by the Participant to the Company or any of its Affiliates; such Award or the receipt or resale of any shares of Common Stock underlying this Award, and any proceeds, gains or other economic benefit thereto shall also be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, Section 10D of the Exchange Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which Stock may be traded, or to comport with good corporate governance practices, as such policies may be amended from time to time. Any such policy may subject a Participant’s Award and amounts paid or realized with respect to Awards granted hereunder to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy, as may be amended from time to time.

 

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16. Miscellaneous.

 

(a) Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, mailed, certified or registered mail with postage prepaid, sent by next-day or overnight mail or delivery, or sent by fax, as follows:

 

(i) If to the Company:

 

Virtuix Holdings, Inc.

11500 Metric Blvd, Suite 430

Austin, TX 78758
Attention: Jan Goetgeluk

 

(ii) If to the Participant, to the Participant’s last known home address, or to such other person or address as any party shall specify by notice in writing to the Company.

 

All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day after such delivery, (x) if by certified or registered mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (z) if by fax, on the day delivered, provided that such delivery is confirmed.

 

(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

 

(c) No Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

 

(d) Waiver. Either party hereto may by written notice to the other (i) extend the time for the performance of any of the obligations or other actions of the other under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other contained in this Agreement and (iii) waive or modify performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

 

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(e) Entire Agreement. This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter (provided, that this Agreement shall not supersede any written employment agreement or other written agreement between the Company and the Participant, including, but not limited to, any written restrictive covenant agreements).

 

(f) Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

 

(g) Code Section 409A Compliance. This Option is intended to be exempt from or comply with the requirements of Code Section 409A and this Agreement shall be interpreted accordingly. Notwithstanding any provision of this Agreement, to the extent that the Administrator determines that any portion of the Option granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Option in order to cause such portion of the Option to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

 

(h) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without giving effect to principles of conflicts of law of such state.

 

(i) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

 

(j) Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

(k) Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

 

(l) Electronic Acceptance and Delivery. 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 the vesting or exercise of the Option or disposition of the Shares received upon exercise of the Option and that the Participant has been advised to consult a tax advisor prior to such vesting, exercise or disposition. Notwithstanding anything in this Agreement or in the Plan to the contrary, the Administrator hereby reserves the right, in its sole discretion, to terminate or cancel this Option if the Participant fails to accept this Agreement on or prior to sixty (60) days from the Grant Date. By executing this Agreement, the Participant hereby consents to the delivery of information (including information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company, the Plan, the Option and the Shares via Company web site or other electronic delivery.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first above written.

 

  VIRTUIX HOLDINGS INC.
     
  By:  
     
  Name:  
     
  Title:  
     
  PARTICIPANT
     
  By:  
     
  Name:  

 

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Exhibit A

 

Option Exercise Form

 

The undersigned holder of an option to purchase shares of common stock (the “Option”) of VIRTUIX HOLDINGS INC. (the “Company”) pursuant to a[n] [Incentive] / [Non-Statutory] Stock Option Agreement (“Award Agreement”) under the Virtuix Holdings Inc. 2025 Omnibus Incentive Plan (the “Plan”), hereby exercises his or her Option as set forth below, in accordance with the terms and conditions of such Award Agreement and the Plan.

 

I, [Participant], hereby agree to be bound by all of the provisions of, and to execute, any applicable Stockholders’ Agreement or related document required by the Company.

 

Date of Exercise:    
Number of Shares Purchased:    
Grant Date of Option:    
Exercise Price per Share:    
     
     
    Signature of Person Exercising Option

 

Please type or print legibly your name, as you want it to appear on your stock certificate, your address and your social security number in the space provided below.

 

Name:    
       
Address:    
       
       
(Street)    
       
   
(City) (State) (Zip Code)  

 

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