Exhibit 10.3
Exhibit 10.3
2023 FORM OF OPTION AGREEMENT
GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT
You have been granted the following option to purchase Subordinate Voting Shares of Green Thumb Industries Inc. (the “Company”):
Name of Optionee: ______________________________
Total Number of Shares Granted: ______________________________
Type of Option: Non-Qualified Stock Option
Exercise Price Per Share: CDN$ _________ or US$ _________
Date of Grant: ______________________________
Vesting Terms: ______________________________
Expiration Date: ______________________________
By your signature and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and conditions of the Company’s 2018 Stock and Incentive Plan, as amended and the attached Stock Option Agreement, both of which are made a part of this document.
OPTIONEE: GREEN THUMB INDUSTRIES INC.
______________________________ By: ______________________________
______________________________ Title: ______________________________
Print Name
GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN
STOCK OPTION AGREEMENT
Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.
1
Updated April 2023
2
Updated April 2023
3
Updated April 2023
The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is then vested and exercisable. In the event that the Optionee dies after termination of service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. For avoidance of doubt, if the Optionee is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Optionee shall incur a termination of service.
All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before, or on account of, the Optionee’s death.
In the event of any transaction described in Section 4(c) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 4(c) of the Plan. In the event that the Company is a party to any corporate transaction, this option shall be subject to amendment as provided in Section 7(b) of the Plan.
4
Updated April 2023
5
Updated April 2023
In addition to the definitions set forth in the Plan, the following terms shall have the meanings ascribed herein (in the event a conflict exists, the meaning set forth in this Agreement shall prevail):
6
Updated April 2023
Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
7
Updated April 2023
8
Updated April 2023