Exhibit 10.15


 


Director RSU


NEXTNAV
INC. 


2021
OMNIBUS INCENTIVE PLAN


 


RESTRICTED
Stock Unit Agreement


COVER
SHEET


 


NextNav Inc., a Delaware corporation (the “Company”),
hereby grants restricted stock units (the “RSUs”) relating to shares of the Company’s common stock, par value
$0.0001 per share (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth below. Additional
terms and conditions of the RSUs are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the
“Agreement”) and in the NextNav Inc. 2021 Omnibus Incentive Plan (as it has been or may be amended and/or restated
from time to time, the “Plan”).


 


	Grant Date:	 	 
	 	 	 
	Name of Grantee:	 	 
	 	 	 
	Number of Shares of Stock Covered by the RSUs:	 	 
	 	 	 
	Vesting Commencement Date:	 	 
	 	 	 
	Vesting Schedule:	 	 


 


By your electronic acknowledgement of this
Agreement, you agree to all of the terms and conditions described in the Agreement and in the Plan (a copy of which has been made available
to you and will be provided on request). You acknowledge that you have carefully reviewed the Plan and agree that the Plan shall control
in the event any provision of this Agreement should appear to be inconsistent with the Plan. You must accept your award no later than
5 pm Eastern Time, five (5) business days prior to the first vesting date or your entire award will be cancelled.


 


	Grantee:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	 	 	 	 	 	 
	Company:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	 	 	 	 	 	 
	Name:	 	 	 	 	 
	 	 	 	 	 	 
	Title:	 	 	 	 	 


 


Attachment


 


This is not a stock certificate or a negotiable
instrument.


 




     


     


    

 


Nextnav
INC.


2021
oMNIBUS INCENTIVE PLAN 


 


RESTRICTED
Stock Unit Agreement


 


	Restricted Stock Units	This Agreement evidences an award of RSUs in the
    number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement and the Plan.  
	 	 
	Vesting	Your RSUs shall vest in accordance with the vesting schedule set
    forth on the cover sheet of this Agreement, so long as you continue in Service on the applicable vesting date.

     

    You cannot vest in more than the number of shares
    of Stock covered by your RSUs, as set forth on the cover sheet of this Agreement.

     

    Notwithstanding the vesting schedule set forth
    on the cover sheet of this Agreement, your unvested RSUs will become one hundred percent (100%) vested: (i) upon your termination
    of Service due to your death or Disability, (ii) upon your termination of Service by the Company without Cause, and (ii) subject
    to your continued Service as of immediately prior to the consummation of a Change in Control, upon the consummation of a Change in
    Control. No additional RSUs will vest after your Service has terminated for any reason.

     

    For purposes of this Agreement, “Cause”
    means, as determined by a majority of the disinterested members of the Board: (a) false or fraudulent misrepresentation inducing
    your appointment; (b) your repeated failure to participate in Board meetings on a regular basis despite having received proper notice
    of the meetings in advance; (c) your commission of any act of theft, fraud, or material dishonesty involving the property or affairs
    of the Company or its Affiliates or your breach of fiduciary duty; (d) conviction of, or plea of guilty or nolo contendere to, any
    misdemeanor involving moral turpitude or any felony, other than a traffic violation; or (e) gross negligence or willful misconduct
    in the performance of your Service to the Company and its Affiliates.

	 	 
	Forfeiture of Unvested RSUs	Unless the termination of your Service triggers accelerated vesting
    or other treatment of your RSUs pursuant to the terms of this Agreement, the Plan, a written compensatory agreement between you and
    the Company or an Affiliate, or a written compensatory program or policy of the Company or an Affiliate otherwise applicable to you,
    you will immediately and automatically forfeit to the Company all of your unvested RSUs in the event your Service terminates for
    any reason.  
	 	 
	Delivery	Delivery of the shares of Stock represented
    by your vested RSUs shall be made as soon as practicable after the date on which your RSUs vest and, in any event, by no later than
    sixty (60) days following each applicable vesting date. 
	 	 
	Evidence of Issuance	The issuance of the shares of Stock with respect to the RSUs shall be
    evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, by (i) book-entry
    registration or (ii) issuance of one or more share certificates. 



 






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	Withholding 	You agree as a condition of this Agreement that you will make
    acceptable arrangements to pay any withholding or other taxes that may be due relating to the RSUs or the issuance of shares of Stock
    with respect to the RSUs. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax
    or withholding payment is required relating to the RSUs or the issuance of shares of Stock with respect to the RSUs, the Company
    or any Affiliate shall have the right, in the Committee’s discretion, to (i) require you to tender a cash payment, (ii) deduct
    the tax or withholding payment from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same
    day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
    Dealer”), whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the
    RSUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy
    the withholding obligations directly to the Company or any Affiliate, or (iv) withhold the delivery of vested shares of Stock otherwise
    deliverable under this Agreement to meet such obligations, provided that, to the extent required to avoid adverse accounting consequences
    to the Company, the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax
    required to be withheld by Applicable Laws.

     

    You agree that the Company or any Affiliate shall be entitled
    to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as
    it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.

	 	 
	Transferability 	Your RSUs may not be sold, assigned, transferred, pledged, hypothecated,
    or otherwise encumbered, whether by operation of law or otherwise, nor may the RSUs be made subject to execution, attachment, or
    similar process.  If you attempt to do any of these things, you will immediately and automatically forfeit your RSUs. 
	 	 
	Trading Restrictions	In the event that any shares covered by your RSUs are scheduled to be
    delivered on a date (the “Original Distribution Date”) that does not occur: (i) during an open “window period”
    applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company
    securities (the “Policy”); (ii) on a date on which you are permitted to sell shares of Stock pursuant to
    a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with
    the Policy; or (iii) on a date when you are otherwise permitted to sell shares of Stock on the open market, then such shares
    will not be delivered on such Original Distribution Date and will instead be delivered as of the earlier of (A) the first date you
    are not subject to any such policy or restriction and (B) the later of (1) the last day of the calendar year in which such distribution
    would otherwise have been made, and (2) a date that is immediately prior to the expiration of two and one-half months following the
    date such distribution would otherwise have been made hereunder.  






	 	 
	Stockholder Rights	You have no rights as a stockholder with respect to the RSUs unless
    and until shares of Stock relating to the RSUs have been issued to you and either a certificate evidencing your Stock has been issued
    or an appropriate entry has been made on the Company’s books.  No adjustments to your Stock shall be made for dividends,
    distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution,
    or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan.  You
    may at any time obtain a copy of the prospectus related to your Award pursuant to this Agreement by accessing the prospectus at [Address]. 
    Additionally, you may receive a paper copy of the prospectus free of charge from the Company by contacting [Contact],
    [Address], [Telephone Number], and [Email Address].



 






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	No Right to Continued Service	This Agreement and the RSUs evidenced by this Agreement
    do not give you the right to expectation of Service with, or to continue in the Service of, the Company or any Affiliate.  
	 	 
	Corporate Activity	Your RSUs shall be subject to the terms of any applicable agreement
    of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section
    16 of the Plan.
	 	 
	Clawback	The RSUs are subject to mandatory repayment by you to the Company in
    the circumstances specified in the Plan, including to the extent you are or in the future become subject to any Company “clawback”
    or recoupment policy or Applicable Laws that require the repayment by you to the Company of compensation paid by the Company to you
    in the event that you fail to comply with, or violate, the terms or requirements of such policy or Applicable Laws.
	 	 
	Governing Law & Venue	You understand and agree that the Company is a Delaware corporation
    and that your RSUs may be part of a contemporaneous grant of many similar awards to individuals located in numerous jurisdictions.
    You agree that this Agreement and the Plan shall be governed by, and construed and interpreted in accordance with, the laws of the
    State of Delaware, United States of America, other than any conflicts or choice of law rule or principle that might otherwise refer
    construction or interpretation of this Agreement to the substantive law of any other jurisdiction.

     

    The exclusive venue for any and all disputes arising out of or
    in connection with this Agreement shall be New Castle County, Delaware, United States of America, and the courts sitting exclusively
    in New Castle County, Delaware, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party
    hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the
    fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including
    the defense of inconvenient forum).

	 	 
	Compliance with Foreign Exchange Laws	Local foreign exchange laws may affect your RSUs or the vesting of your
    RSUs.  You are responsible for obtaining any exchange control approval that may be required in connection with such events.  Neither
    the Company nor any of its Affiliates will be responsible for obtaining such approvals or liable for the failure on your part to
    obtain or abide by such approvals.  This statement does not constitute legal or tax advice upon which you should rely.  You
    should consult with your personal legal and tax advisers to ensure your compliance with local laws.  You agree to comply with
    all Applicable Laws and pay any and all applicable taxes associated with the grant or vesting of the RSUs.
	 	 
	The Plan 	The text of the Plan is incorporated into this Agreement by reference.

     

    Certain capitalized terms used in this Agreement are defined
    in the Plan and have the meaning set forth in the Plan.

     

    This Agreement and the Plan constitute the entire understanding
    between you and the Company regarding the RSUs. Any prior agreements, commitments, or negotiations concerning the RSUs are superseded,
    except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between
    you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter.




 






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	Disclaimer of Rights	The grant of RSUs under this Agreement will in no
    way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust
    or escrow for payment to you.  You will have no rights under this Agreement or the Plan other than those of a general unsecured
    creditor of the Company.  RSUs represent unfunded and unsecured obligations of the Company, subject to the terms and conditions
    of the Plan and this Agreement. 
	 	 
	Data Privacy	As a condition of the grant of the RSUs, you consent to the collection,
    use, and transfer of personal data as described in this paragraph. You understand that the Company and its Affiliates hold certain
    personal information about you, including your name, home address and telephone number, date of birth, social security number or
    equivalent, compensation, nationality, job title, ownership interests or directorships held in the Company or its Affiliates, and
    details of all equity awards or other entitlements to shares of Stock awarded, cancelled, exercised, vested or unvested (“Data”).  You
    further understand that the Company and its Affiliates will transfer Data amongst themselves as necessary for the purposes of implementation,
    administration, and management of your participation in the Plan, and that the Company and any of its Affiliates may each further
    transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan.  You
    understand that these recipients may be located in the European Economic Area or elsewhere, such as the United States.  You
    authorize them to receive, possess, use, retain, and transfer such Data as may be required for the administration of the Plan or
    the subsequent holding of shares of Stock on your behalf, in electronic or other form, for the purposes of implementing, administering,
    and managing your participation in the Plan, including any requisite transfer to a broker or other third party with whom you may
    elect to deposit any shares of Stock acquired under the Plan. You understand that you may, at any time, view such Data or require
    any necessary amendments to the Data.
	 	 
	Notice Delivery	By accepting the RSUs, you agree that notices may be given to you in
    writing either at your home or mailing address as shown in the records of the Company or an Affiliate or by electronic transmission
    (including e-mail or reference to a website or other URL) sent to you through the normal process employed by the Company or the Affiliate,
    as applicable, for communicating electronically with its directors.
	 	 
	Code Section 409A	The grant of RSUs under this Agreement is intended to comply with
    the short-term deferral exemption from Code Section 409A (“Section 409A”) and, accordingly, to the maximum extent
    permitted, this Agreement shall be interpreted and administered to be in compliance with the exemption. Notwithstanding anything
    to the contrary in the Plan or this Agreement, none of the Company, its Affiliates, the Board, or the Committee will have any obligation
    to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and none of the Company, its
    Affiliates, the Board, or the Committee will have any liability to you for such tax or penalty.

     

    To the extent that the RSUs constitute “deferred compensation”
    under Section 409A, a termination of Service occurs only upon an event that would be a Separation from Service within the meaning
    of Section 409A. If, at the time of your Separation from Service, (i) you are a “specified employee” within the meaning
    of Section 409A, and (ii) the Company makes a good faith determination that an amount payable on account of your Separation from
    Service constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant
    to the six (6)-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A (the “Delay Period”),
    then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first
    business day after the Delay Period (or upon your death, if earlier), without interest. Each installment of RSUs that vest under
    this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Section
    409A.



 


By accepting this Agreement, you agree to
all of

the terms and conditions described above and in the Plan.


 


 


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