Exhibit 10.13


 






RESTRICTED
STOCK AWARD AGREEMENT

PURSUANT TO THE

ADS-TEC ENERGY PUBLIC LIMITED COMPANY

2021 OMNIBUS INCENTIVE PLAN


 



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Participant:
____________________


Grant
Date: ____________________


Number
of Shares of Restricted Stock Granted: ____________________


 


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THIS
RESTRICTED STOCK 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 shares of Restricted
Stock 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 Award. The Company hereby grants to the Participant, as of the Grant Date specified above,
the number of shares of Restricted Stock 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 any such shares, except as otherwise
specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights
of a stockholder in respect of the shares underlying this Award until such shares are delivered to the Participant in accordance
with Section 4 hereof.


 






     


     


    

 


3.
Vesting.


 


(a)
General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the shares of Restricted Stock subject to this grant
shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such
vesting date:


 


	Vesting
    Date	 	Number
    of Shares
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]


 


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 Restricted Stock 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 shares of Restricted Stock shall be immediately forfeited upon the Participant’s Termination
for any reason.


 


4.
Restriction Period; Delivery of Unrestricted Shares. The Restriction Period commences on the Grant Date and expires
on the vesting date in accordance with Section 3(a) above. When the shares of Restricted Stock awarded by this Agreement become
vested, the Participant shall be entitled to exercise all rights attaching to those shares under the By-Laws of the Company. If,
in accordance with section 10 hereof, the Participant’s share certificates contain legends restricting the transfer of such
shares, the Participant shall be entitled to receive new share certificates free of such legends (except any legends requiring
compliance with securities laws).


 


5.
Dividends and Other Distributions; Voting. The Participant shall be entitled to receive all dividends and other
distributions paid with respect to the shares of Restricted Stock, provided that any such dividends or other distributions will
be subject to the same vesting requirements as the underlying shares of Restricted Stock to which such dividends or distributions
relate and shall be paid at the time the related shares of Restricted Stock become unrestricted and vested pursuant to Section
3 hereof. If any dividends or distributions are paid in shares, such shares shall be issued to the Participant but shall be subject
to the same restrictions on transferability and forfeitability (and other restrictions) as the Restricted Stock with respect to
which they were paid until such shares of Restricted Stock have vested. Once the Participant becomes the holder of record of the
shares of Restricted Stock granted hereunder, the Participant may exercise full voting rights with respect to such shares.


 






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6.
Non-Transferability. The shares of Restricted Stock, and any rights and interests with respect thereto, issued under
this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned, pledged, encumbered, disposed
of or otherwise hypothecated in any way by the Participant (or any beneficiary of the Participant), other than by testamentary
disposition by the Participant, the laws of descent and distribution or by transmission in accordance with the By-Laws of the
Company. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any
of the shares of Restricted Stock, or the levy of any execution, attachment or similar legal process upon the shares of Restricted
Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or
effect.


 


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 Restricted
Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any 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.


 


9.
Section 83(b). If the Participant properly elects (as required by Section 83(b) of the Code) within thirty (30)
days after the issuance of the shares of Restricted Stock to include in gross income for U.S. federal income tax purposes in the
year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements
satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld
with respect to the shares of Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the
extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state
or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock, as well as the rights
set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the
Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of
state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with
a copy of any such election.


 


10.
Legend. During the Restriction Period, all certificates representing the shares of Restricted Stock shall have endorsed
thereon a customary securities law legend evidencing the restrictions on those shares to the extent deemed necessary or appropriate
by the Company in its discretion. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the
Participant a certificate representing the shares of Restricted Stock prior to the vesting dates set forth above.


 






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11.
Securities Representations. The shares of Restricted Stock are being issued to the Participant and this Agreement
is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant
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 11.


 


(b)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Restricted Stock
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 Restricted Stock and the Company
is under no obligation to register the shares of Restricted 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
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 vested Restricted
Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.


 


12.
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.


 


13.
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.


 


14.
Acceptance. The Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement
within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee
shall provide).


 


15.
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 Affiliates to terminate the Participant’s employment or service
at any time, for any reason and with or without Cause.


 






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16.
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 Restricted Stock 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.


 


17.
Compliance with Laws. The issuance of the shares of Restricted Stock or unrestricted shares pursuant to this Agreement
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 or regulation applicable thereto. The Company shall
not be obligated to issue the shares of Restricted Stock or any of the shares pursuant to this Agreement if any such issuance
would violate any such requirements.


 


18.
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the shares of Restricted Stock are
intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted
in accordance with such intent.


 


19.
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.


 


20.
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.


 


21.
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.


 


22.
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.


 


23.
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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24.
Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at
any time; (b) the award of Restricted Stock 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 Restricted Stock
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.


 


25.
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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