Exhibit 10.14


 


RESTRICTED
STOCK UNIT AGREEMENT

PURSUANT TO THE

ADS-TEC ENERGY PUBLIC LIMITED COMPANY

2021 OMNIBUS INCENTIVE PLAN


 


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Participant:
____________________


Grant
Date: ____________________


Number
of Restricted Stock Units Granted: ____________________


 


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THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into
by and between Ads-Tec Energy Public Limited Company an Irish public limited company duly incorporated under the laws of Ireland (the
“Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company 2021 Omnibus
Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee;
and


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“RSUs”)
provided herein to the Participant.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:


 


1. Incorporation
By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are
expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement
shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the
Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.


 


2. Grant
of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the
number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing
contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future
dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash
or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise
specifically provided for in the Plan or this Agreement.


 



     


     


    

 





3.
Vesting.


 


(a)
Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that
the Participant has not incurred a Termination prior to each such vesting date:


 


	Vesting
    Date	 	Number
    of RSUs
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]


 


There
shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate
vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting
date.


 


(b) Committee
Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for
accelerated vesting of the RSUs at any time and for any reason.


 


(c)
[Termination Following a Change in Control. Change in Control vesting provisions to be determined on a case-by-case basis
by the Committee.]


 


(d)
Forfeiture. Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate vesting
hereunder, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.


 


4. Delivery
of Shares.


 


(a)
General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days following the vesting of the RSUs,
the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the
applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the
shares of Common Stock to be issued within ten (10) days following the issuance of such shares unless such shares have been transferred
out of treasury by the Company.


 


(b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed
by the Company on the date such issuance would otherwise be made pursuant to Section 4(a) hereof, such issuance shall be instead made
on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end
of the calendar year in which such issuance would otherwise have been made and (B) a date that is immediately prior to the expiration
of two and one-half (2 1⁄2) months following the date such issuance would otherwise have been made hereunder.


 






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(c)
Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other
applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the issuance of
all or any portion of the shares of Common Stock that would otherwise be issued to the Participant hereunder (the “Deferred
Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of such RSUs, the applicable number
of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”).
Subject to Section 5 hereof, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s
Account shall be issued to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans
or procedures of the Company, consistent with the requirements of Section 409A of the Code.


 


5. Dividends;
Rights as Stockholder. Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book
entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash
dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid
in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the
provisions hereof. Dividends in specie consisting of shares of the Company (“share dividends”) paid on Common Stock
shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided
that such share dividends shall be paid in Common Stock at the same time that the shares of Common Stock underlying the RSUs are
delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall
have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has
become the holder of record of such shares.


 


6. Non-Transferability.
No portion of the RSUs or the shares of Common Stock underlying the RSUs may be sold, assigned, transferred, encumbered,
hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein,
unless and until payment is made in respect of all vested RSUs in accordance with the provisions hereof and the Participant has
become the holder of record of the shares of Common Stock issuable hereunder.


 


7. Governing
Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.


 


8.
Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant
to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but
not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to
be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs and,
if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any of the shares of Common Stock otherwise
required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with regard to the Participant
may, with the consent of the Committee, be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable
to the Participant hereunder.


 






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9. Legend.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all
certificates representing the shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the
Company, promptly present to the Company any and all certificates representing the shares of Common Stock acquired pursuant to this
Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.


 


10. Securities
Representations. This Agreement is being entered into by the Company in reliance upon the following express representations
and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:


 


(a)
The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities
Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10.


 


(b)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable
hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an
additional registration statement (or a “re-offer prospectus”) with regard to the shares of Common Stock and the Company
is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”).


 


(c)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i)
the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the shares of
Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and
conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder
may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.


 


11.
Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether
written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion,
to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be
modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the
Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.


 


12. Notices.
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only
upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in
writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file
with the Company.


 






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13. No
Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination
shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the
right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for
any reason and with or without Cause.


 


14. Transfer
of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any
Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes
(including, without limitation, the administration of the Plan). This authorization and consent is freely given by the
Participant.


 


15.
Compliance with Laws. The grant of RSUs and the issuance of the shares of Common Stock hereunder shall be subject to, and
shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including,
without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated
thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue
the RSUs or any of the shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements. As
a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate to evidence compliance with any applicable law or regulation.


 


16.
Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the
Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this
Agreement without the prior express written consent of the Company.


 


17.
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be a part of this Agreement.


 


18.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same instrument.


 


19.
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts
and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may
request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions
contemplated thereunder.


 


20.
Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability
of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder
shall be enforceable to the fullest extent permitted by law.


 






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21.
Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time;
(b) the Award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion
of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right
to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s
ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.


 


22.
Data Privacy and Sharing. As a condition of the granting of the Award, the Participant acknowledges and agrees that it
is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company,
the third party data processor that administers the Plan and the Company’s designated third party broker in the United States.
These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy
and security interests in accordance with the General Data Protection Regulation (EU 2016/679) and the implementing legislation of the
Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the
Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and
transferring to the Company’s, and to the extent applicable, any independent benefit plan administrator or third party broker,
the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or
her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may
not have the same data protection laws as his or her home country, for the purposes mentioned in this Award Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 





	 	ADS-TEC ENERGY PUBLIC LIMITED COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 





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