Exhibit 10.7


 


NEONODE
INC.


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


 


The
Participant has been granted the number of Restricted Stock Units set forth below (the “RSUs”) pursuant
to the Neonode Inc. 2015 Stock Incentive Plan (the “Plan”), as follows:


 


	Participant:	_________________
	Date
    of Grant:	_________________
	Number
    of Restricted Stock Units:	_________________
	Vested
    Shares:	Subject
    to your continued status as a Service provider through each of the applicable vesting dates, the RSUs shall become vested,
    in whole or in part, in accordance with the terms of the Plan, the Award Agreement, this Notice of Grant and the following
    schedule:
	 	First
    Anniversary of Vesting Commencement Date         1/4 of the Number of RSUs
	 	Second
    Anniversary of Vesting Commencement Date     1/4 of the Number of RSUs
	 	Third
    Anniversary of Vesting Commencement Date        1/4 of the Number of RSUs
	 	Fourth
    Anniversary of Vesting Commencement Date      1/4 of the Number of RSUs


 


Capitalized
terms not defined herein shall have the meaning as set forth in the Plan.


 


If
the vesting conditions described in the Vested Shares section above are not achieved by the date indicated, the Award will terminate
and Participant’s right to the shares will be forfeited.


 


By
signing below, the Participant agrees that the Company, its directors, officers and stockholders shall not be held liable for
any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS. The Participant is
urged to consult with his or her own tax advisor regarding the tax consequences of the RSUs, including the application of Section
409A.


 


By
their signatures below, the Company and the Participant agree that the RSUs are governed by this Grant Notice and by the provisions
of the Plan and the Award Agreement, both of which are attached to and made a part of this document. The Participant acknowledges
receipt of copies of the Plan and the Award Agreement, represents that the Participant has read and is familiar with their provisions,
and hereby accepts the RSUs subject to all of their terms and conditions.


 











	NEONODE
    INC.	 	PARTICIPANT
	 	 	 	 
	By:	 	 	 
	 	 	 	Signature
	Its:	 	 	 
	 	 	 	Date





	Address:	 	 
	 	 	Address



 


ATTACHMENTS:   Neonode Inc. 2015 Stock Incentive Plan, as amended to the Date of Grant;
Award Agreement


 




     


     


    

 


NEONODE
INC.


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


Neonode
Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Award Agreement is attached a number of Restricted Stock Units (the “RSUs”) pursuant to
the terms and conditions set forth in the Grant Notice and this Agreement. The RSUs have been granted pursuant to and shall in
all respects be subject to the terms and conditions of the Neonode Inc. 2015 Stock Incentive Plan (the “Plan”),
as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the
Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions
of, the Grant Notice, this Agreement and the Plan, (b) accepts the RSUs subject to all of the terms and conditions of the Grant
Notice, this Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations
of the Board upon any questions arising under the Grant Notice, this Agreement or the Plan.


 


1.            Definitions
and Construction.


 


1.1            Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the
Plan.


 


1.2            Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2.            Vesting.



 


Subject
to the limitations contained herein, the RSUs shall vest as provided in the Grant Notice, provided that vesting shall cease upon
the termination of the Participant’s Service. Any RSUs that have not vested shall be forfeited upon termination of Service.


 


3.            Distribution
of Shares of Stock. 


 


The
Company will deliver to the Participant a number of shares of Stock equal to the number of vested shares of Stock subject to the
RSUs on the vesting date or dates provided in the Grant Notice; provided, however, that the shares of Stock subject to
the RSUs that vest on or prior to the execution of the Grant Notice shall be delivered as soon as practicable following the date
of execution of the Grant Notice; and provided further, however, that in the event that the Company determines that
the Participant is subject to its policy regarding insider trading of the Company’s stock and any shares of Stock subject
to the RSUs are scheduled to be delivered on a day (the “Original Distribution Date”) that does not
occur during an applicable “window period,” as determined by the Company in accordance with such policy, then such
shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable within
the next applicable “window period” pursuant to such policy.


 






    2


     


    

 


4.            Execution
of Documents. 


 


The
Participant hereby acknowledges and agrees that the manner selected by the Company to indicate the Participant’s consent
to the Grant Notice is also deemed to be execution of the Grant Notice and of this Agreement. The Participant further agrees that
such manner of indicating consent may be relied upon as the Participant’s signature for establishing execution of any documents
to be executed in the future in connection with the RSUs. This Agreement shall be deemed to be signed by the Company and the Participant
upon the respective signing by the Company and the Participant of the Grant Notice to which it is attached.


 


5.            Unsecured
Obligation. 


 


The
RSUs are unfunded, and as a holder of vested number of RSUs, the Participant shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to issue shares of Stock pursuant to this Agreement.


 


6.            Tax
Withholding. 


 


6.1            In
General. At the time this Agreement is executed, or at any time thereafter as requested by the Company, the Participant
hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate
provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company,
if any, which arise in connection with the grant or vesting of the RSUs or the issuance of Stock in settlement thereof. The Company
shall have no obligation to deliver Stock until the tax obligations of the Company have been satisfied by the Participant.


 


6.2            Withholding
in Securities. The Company may, in its discretion, permit or require the Participant to satisfy all or any portion of
the tax obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the RSUs a
number of shares of Stock having a fair market value, as determined by the Company as of the date on which the tax obligations
arise, not in excess of the amount of such tax obligations determined by the applicable withholding rates. In the event that the
Company determines that the tax obligations will not be satisfied by the method described above, the Participant authorizes the
designated plan administrator or any successor plan administrator, to sell a number of shares of Stock otherwise deliverable to
the Participant in settlement of the RSUs, which the Company determines is sufficient to generate an amount that meets the tax
obligations plus additional shares of Stock, as necessary to account for rounding and market fluctuation, and to pay such tax
withholding amounts to the Company. The shares of Stock may be sold as part of a block trade with other Participants of the Plan
in which all Participants receive an average price. Any adverse consequences to the Participant resulting from the procedure permitted
under this Subsection 6.2, including, without limitation, tax consequences, shall be the sole responsibility of the Participant.


 


6.3            Consultation.
The Participant hereby acknowledges that he or she understands that the Participant may suffer adverse tax consequences as
a result of participation in the Plan. The Participant hereby represents that the Participant has consulted with tax consultants
in connection with the Award and that the Participant is not relying on the Company for any tax advice.


 






    3


     


    

 


7.            Miscellaneous
Provisions.


 


7.1            Compliance
with Section 409A. The Company intends that income realized by the Participant pursuant to the Plan and this Agreement
will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Agreement shall be interpreted
and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion,
may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of Section
409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the
Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for
income realized by the Participant pursuant to the Plan or this Agreement. In any event, and except for the responsibilities of
the Company set forth in Section 6, no Participating Company shall be responsible for the payment of any applicable taxes on income
realized by the Participant pursuant to the Plan or this Agreement.


 


7.2            Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement.


 


7.3            Binding
Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.


 


7.4            Integrated
Agreement. The Grant Notice, this Agreement and the Plan, together with any employment, service or other agreement
with the Participant and a Participating Company referring to the RSUs, shall constitute the entire understanding and agreement
of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede
any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating
Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice,
this Agreement and the Plan shall survive any vesting of the RSUs and shall remain in full force and effect.


 


7.5            Applicable
Law. This Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements
between Delaware residents entered into and to be performed entirely within the State of Delaware.


 


7.6            Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


 


 4