Form of Employee Stock Option Agreement, under Gaias 2019 Long-Term Incentive Plan

Exhibit 10.8

Gaia, Inc.

Form of Stock Option Agreement

This Stock Option Agreement (this “Agreement”) is dated as of the date of grant set forth below and is between Gaia, Inc., a Colorado corporation (“Gaia”), and the individual named below (the “Grantee”).

Gaia has established its 2019 Long-Term Incentive Plan (the “Plan”) to advance the interests of Gaia and its shareholders by providing incentives to certain eligible persons who contribute significantly to the strategic and long-term performance objectives and growth of Gaia and any parent or subsidiary of Gaia.

This Agreement evidences an option grant as follows:

Deadline for Acceptance:       If this Agreement is not signed by the Grantee and returned to the administrator of the Plan within 5 business days from date of delivery to the Grantee, then this Agreement, the Option and the Option Shares shall be considered withdrawn.

Pursuant to the provisions of the Plan, the Board of Directors of Gaia (the “Board”) or a Committee designated by the Board (the “Committee”) has full power and authority to direct the execution and delivery of this Agreement in the name and on behalf of Gaia. The Board or the Committee authorized the execution and delivery of this Agreement. All capitalized terms not otherwise defined in this Agreement have the same meaning given such capitalized terms in the Plan.

Agreement

The parties agree as follows:

Section 1.  Grant of Stock Option; Term.   Subject and pursuant to all terms and conditions stated in this Agreement and in the Plan, Gaia hereby grants to the Grantee an option (the “Option”) to purchase the number of shares (the “Option Shares”) of Gaia’s Class A common stock, par value $0.0001 per share (the “Common Shares”), set forth above, at the exercise price set forth above.  Except as otherwise provided in this Agreement or the Plan, the Option may not be exercised after the close of business on the expiration date set forth above. The Grantee hereby accepts the Option on such terms and conditions, including, without limitation, the confidentiality and non-compete provisions set forth in Section 8 of this Agreement.  The Option is a Nonqualified Stock Option (as such term is defined in the Plan). The Grantee shall, subject to the limitations of this Agreement and the Plan, have the right to exercise the Option by purchasing all or any part of the vested Option Shares then available for purchase under the vesting schedule set forth above (less any Option Shares previously purchased upon exercise of this Option).

Section 2.  Procedures for Exercise.  The Grantee shall exercise all or any part of the Option by delivering to Gaia: (i) written notice of the number of vested Option Shares to be purchased, (ii) payment of the exercise price of such Option Shares in the form of cash or, if permitted by the Committee,

1

qualified Common Shares, the surrender of another outstanding Award under the Plan or any combination thereof, and (iii) payment of any required withholding pursuant to Section 10. The Option shall be deemed to have been exercised as of the close of business on the date the required documents and required consideration are received by Gaia. For purposes of this Section 2, Common Shares shall be deemed to be "qualified" Common Shares if they have been held by the Grantee for six months or such other period as set from time to time by the Board or the Committee.

Section 3.  Termination of Employment or Service, Retirement, Disability or Death.

            (a)        Vesting shall cease on the date (the “Vesting Termination Date”) the Grantee ceases to be employed by, or serve as a director, consultant or other service provider to the Company.  Following the Vesting Termination Date, this Option shall only be exercisable for the number of Option Shares that are vested as of the Vesting Termination Date (less any Option Shares previously acquired upon exercise of this Option).

(b)        Except as provided in Section 3(c) or 3(d), following the Vesting Termination Date, this Option may be exercised at any time and from time to time within the lesser of (i) the 30-day period commencing on the first day after the Vesting Termination Date, or (ii) the remaining term of the Option.

 (c)        If termination of employment or service occurs due to death or disability while Grantee is an employee or director of, or consultant or other service provider to, the Company, then this Option may be exercised at any time and from time to time within the lesser of (i) the one-year period commencing on the first day after the Vesting Termination Date or (ii) the remaining term of the Option.

 (d)        If termination of employment or service occurs due to retirement at or after normal retirement age, as prescribed from time to time by the Company's retirement policy, or retirement under circumstances approved by the Committee (either before or after retirement), then this Option may be exercised at any time within the lesser of (i) the three month period commencing on the first day after the Vesting Termination Date, or, if the Grantee dies during the three month period commencing on the first day after the Vesting Termination Date, then the one-year period commencing on the first day after the Vesting Termination Date, or (ii) the remaining term of the Option.

Section 4.  Issuance and Delivery of Option Shares.  The stock certificate(s) representing Option Shares shall be issued to the Grantee subject to satisfaction of the applicable tax withholding requirements set forth in Section 10. The issuance of Option Shares shall be in accordance with the provisions of Section 5.

Section 5.  No Issuance of Option Shares if Violation.  Gaia shall not issue stock certificate(s) representing Option Shares if the administrator of the Plan or its authorized agent determines, in its sole discretion, that the issuance of such certificate would violate the terms of the Plan, this Agreement or applicable law.

Section 6.  Rights as an Employee or Shareholder.  Except as otherwise provided in the Plan, no person shall be, or have any of the rights or privileges of, a shareholder of Gaia with respect to any of the Option Shares unless and until certificates representing such shares shall have been issued and delivered to such person. Neither the Plan nor this Agreement shall be deemed to give the Grantee any right with respect to continued employment or service with the Company, nor shall the Plan or the Agreement be deemed to limit in any way the Company's right to terminate Grantee's employment or service at any time.

2

Section 7.  Nondisparagement and Further Assistance.  During the Grantee's employment or service with the Company and thereafter, the Grantee will not make any disclosure, issue any public statements or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to discourage suppliers, customers or employees of the Company or otherwise have a negative impact or adverse effect on the Company.  The Grantee will provide assistance reasonably requested by the Company in connection with actions taken by the Grantee while employed by or providing services to the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which the Grantee was employed or providing services.

Section 8.  Nondisclosure of Confidential Information; Non-Compete.  In consideration of the receipt of the Option, the Grantee agrees (i) not to disclose to any third party any trade secrets or any other confidential information of the Company (including but not limited to cost or pricing information, customer lists, commission plans, supply information, internal business procedures, market studies, expansion plans, potential acquisitions, terms of any acquisition or potential acquisition or the existence of any negotiations concerning the same or any similar non-public information relating to the Company’s internal operations, business policies or practices) acquired during the Grantee’s employment by or service with the Company or after the termination of such employment or service, or (ii) use or permit the use of any of the Company’s trade secrets or confidential information in any way to compete (directly or indirectly) with the Company or in any other manner adverse to the Company.  In addition, the Grantee agrees that, without the prior written consent of the Company, signed by the Company’s Chairman, the Grantee will not, during the term of the Grantee’s employment by or service with the Company or for a period of two years thereafter (i) accept employment with, serve as a consultant to, or accept compensation from any person, firm or corporation (including any new business started by the Grantee, either alone or with others) whose products and or services compete with those offered by the Company, in any geographic market in which the Company is then doing business or, to the Grantee’s knowledge, plans to do business, (ii) contact or solicit any customers of the Company for the purposes of diverting any existing or future business of such customers to a competing source, (iii) contact or solicit any vendors to the Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such vendor to alter or terminate his, her or its business relationship with the Company, or (iv) contact or solicit any employees of the Company (directly or indirectly) for the purpose of causing, inviting or encouraging any such employee to alter or terminate his, her or its employment relationship with the Company. 

The Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which it may be entitled. The Grantee agrees and acknowledges that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

The Grantee agrees that the covenants in this Section 8 are reasonable with respect to their duration, geographic area and scope. It is the desire and intent of the parties that the provisions of this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular portion of this Section 8 shall be adjudicated to be invalid or unenforceable, this Section 8 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 8 in the particular jurisdiction in which such adjudication is made.

3

Section 9.  Securities Laws.  The Grantee acknowledges that applicable securities laws may restrict the right and govern the manner in which the Grantee may dispose of the Option Shares obtained upon exercise of the Option and the Grantee agrees not to offer, sell or otherwise dispose of any such shares in a manner that would violate the Securities Act of 1933, as amended, or any other federal or state law.

Section 10.  Income Taxes.  The Grantee acknowledges that when the Grantee is required to recognize income for federal, state or local income tax purposes on account of the grant, vesting and/or exercise of the Option, pursuant to this Agreement, that such income shall be subject to withholding of tax by the Company. The Grantee agrees that the Company may either withhold an appropriate amount from any compensation or any other payment of any kind then payable or that may become payable to the Grantee or require the Grantee to make a cash payment to the Company equal to the amount of withholding required in the opinion of the Company.  In the event the Grantee does not make such payment when requested, the Company may refuse to issue or cause to be delivered any shares under this Agreement or any other incentive plan agreement entered into by the Grantee and the Company until such payment has been made or arrangements for such payment satisfactory to the Company have been made.  The Grantee agrees further to notify the Company promptly if the Grantee files an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to any Option Shares.

Section 11.  Prohibition on Transfer or Assignment.  Except as provided in the Plan, neither this Agreement nor the Option may be transferred or assigned, other than an assignment by will or by laws of descent and distribution, and this Option shall be exercisable during the Grantee’s lifetime only by the Grantee or by such permitted assignee.

Section 12.  Binding Effect; No Third Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of the Company and the Grantee and their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and the Grantee and their respective heirs, representatives, successors and permitted assigns.  The parties agree that this Agreement shall survive the exercise or termination of the Option.

Section 13.  Agreement to Abide by Plan; Conflict between Plan and Agreement.  The Plan is hereby incorporated by reference into this Agreement and made a part hereof as though fully set forth in this Agreement. The Grantee, by execution of this Agreement, (i) represents that he or she is familiar with the terms and provisions of the Plan and (ii) agrees to abide by all of the terms and conditions of this Agreement and the Plan.  The Grantee accepts as binding, conclusive and final all decisions or interpretations of the administrator of the Plan upon any question arising under the Plan and this Agreement (including, without limitation, the cause of any termination of Grantee's employment or service with the Company).  In the event of any conflict between the Plan and this Agreement, the Plan shall control and this Agreement shall be deemed to be modified accordingly.

Section 14.  Entire Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof.

Section 15.  Choice of Law.  To the extent not superseded by federal law, the laws of the state of Colorado shall control in all matters relating to this Agreement and any action relating to this Agreement must be brought in Denver, Colorado.

4

Section 16.  Notice.  All notices, requests, demands, claims, and other communications under this Agreement shall be in writing. Any notice, request, demand, claim, or other communication under this Agreement shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the address set forth below the recipient’s signature to this Agreement.  Either party to this Agreement may send any notice, request, demand, claim, or other communication under this Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this section.

Section 17.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

EXECUTED as of the date of grant set forth above.

5