**Exhibit 10.42**

 

**FORM OF RESTRICTED STOCK AWARD AGREEMENT**

** **

**NANOVIBRONIX, INC.**

**2014 LONG-TERM INCENTIVE PLAN**

 

1.          Grantof Award. Pursuant to the NanoVibronix, Inc. 2014 Long-Term Incentive Plan (the “***Plan***”) for key Employees,key Contractors, and Outside Directors of NanoVibronix, Inc., a Delaware corporation (the “***Company***”),

 

**_____**______________________

(the “***Participant***”)

 

has been granted a Restricted Stock Award inaccordance with Section 6.4 of the Plan. The number of shares of Common Stock awarded under this Restricted Stock Award Agreement(this “***Agreement***”) is ______________________________ (____________________) shares (the “***AwardedShares***”). The “***Date of Grant***” of this Award is ____________, 20____.

 

2.          Subjectto Plan. This Agreement is subject to the terms and conditions of the Plan, and the terms of the Plan shall control to theextent not otherwise inconsistent with the provisions of this Agreement. To the extent the terms of the Plan are inconsistent withthe provisions of this Agreement, this Agreement shall control. The capitalized terms used herein that are defined in the Planshall have the same meanings assigned to them in the Plan. This Agreement is subject to any rules promulgated pursuant to the Planby the Board or the Committee and communicated to the Participant in writing.

 

3.          Vesting.Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, theAwarded Shares shall vest as follows:

 

a.           One-third(1/3) of the total Awarded Shares shall vest on the first anniversary of the Date of Grant, provided the Participant is employedby (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on thatdate.

 

b.           Anadditional one-third (1/3) of the total Awarded Shares shall vest on the second anniversary of the Date of Grant, provided theParticipant is employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Companyor a Subsidiary on that date.

 

c.           Theremaining one-third (1/3) of the total Awarded Shares shall vest on the third anniversary of the Date of Grant, provided the Participantis employed by (or, if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiaryon that date.

 

d.           AllAwarded Shares not previously vested shall immediately become fully vested upon (i) the Participant’s death or (ii)the Participant’s Termination of Service as a result of his Total and Permanent Disability.

 

**[e.           Inthe event that a Change in Control occurs, then immediately prior to the effective date of such Change in Control, all AwardedShares not previously vested shall thereupon immediately become fully vested.]**

 

 

4.          Forfeitureof Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the dateof the Participant’s Termination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeitedAwarded Shares shall cease and terminate, without any further obligations on the part of the Company.

 

5.          Restrictionson Awarded Shares. Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until thedate the Awarded Shares are vested in accordance with Section 3 and are no longer subject to forfeiture in accordancewith Section 4 (the “***Restriction Period***”), the Participant shall not be permitted to sell, transfer,pledge, or assign any of the Awarded Shares. Except for these limitations, the Committee may in its sole discretion, remove anyor all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in Applicable Laws or otherchanges in circumstances arising after the date of this Agreement, such action is appropriate.

 

6.          Legend.Awarded Shares electronically registered in the Participant’s name shall note that such shares are Restricted Stock. If certificatesfor Awarded Shares are issued, the following legend shall be placed on all such certificates:

 

On the face of the certificate:

 

“Transfer of this stock isrestricted in accordance with conditions printed on the reverse of this certificate.”

 

On the reverse:

 

“The shares of stock evidencedby this certificate are subject to and transferable only in accordance with that certain NanoVibronix, Inc. 2014 Long-Term IncentivePlan, a copy of which is on file at the principal office of the Company in Elmsford, NY. No transfer or pledge of the shares evidencedhereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, anyholder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”

 

The following legend shallbe inserted on a certificate, if issued, evidencing Common Stock issued under the Plan if the shares were not issued in a transactionregistered under the applicable federal and state securities laws:

 

“Shares of stock representedby this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issuedpursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offeredfor sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliancewith such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely uponan opinion of counsel satisfactory to the Company.”

 

All Awarded Shares ownedby the Participant shall be subject to the terms of this Agreement and shall be represented by a certificate or certificates bearingthe foregoing legend.

 

 

7.          Registrationof Shares; Delivery of Certificates. The Company shall electronically register the Awarded Shares in the Participant’sname or, if requested in writing by the Participant in accordance with Section 6.4(a) of the Plan, shall deliver certificatesfor the Awarded Shares free of restriction under this Agreement as soon as administratively practicable after, and only after,the Restriction Period has expired without forfeiture pursuant to Section 4. In connection with the issuance of a certificatefor Restricted Stock, the Participant shall endorse such certificate in blank or execute a stock power in a form satisfactory tothe Company in blank and deliver such certificate and executed stock power to the Company.

 

8.          Rightsof a Stockholder. Except as provided in Section 4 and Section 5 above, the Participant shall have, withrespect to his Awarded Shares, all of the rights of a stockholder****of the Company, including the right to vote the sharesand the right to receive any dividends thereon.

 

9.          Voting.The Participant, as record holder of the Awarded Shares, has the exclusive right to vote, or consent with respect to, such AwardedShares until such time as the Awarded Shares are transferred in accordance with this Agreement; provided, however,that this Section 9 shall not create any voting right where the holders of such Awarded Shares otherwise have no suchright.

 

10.        Adjustmentto Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13of the Plan.

 

11.        SpecificPerformance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequentlyagree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulativeof all of the rights and remedies at law or in equity of the parties under this Agreement.

 

12.        Participant’sRepresentations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquireany Awarded Shares, and that the Company will not be obligated to issue any Awarded Shares to the Participant hereunder, if theissuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulationof any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. Therights and obligations of the Company and the rights and obligations of the Participant are subject to all Applicable Laws.

 

13.        Participant’sAcknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company,and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the termsand provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretationsof the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.

 

14.        LawGoverning. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of****Delaware(excluding any conflict of laws rule or principle of Delaware law that might refer the governance, construction, or interpretationof this Agreement to the laws of another state).

 

15.        NoRight to Continue Service or Employment. Nothing herein shall be construed to confer upon the Participant the right to continuein the employ or to provide services to the Company or any Subsidiary, whether as an Employee, Contractor, or Outside Director,or to interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee,Contractor, or Outside Director at any time.

 

 

16.        LegalConstruction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreementshall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, theinvalid, illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement thatis contained in this Agreement, and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceableterm, provision, or agreement had never been contained herein.

 

17.        Covenantsand Agreements as Independent Agreements. Each of the covenants and agreements that are set forth in this Agreement shall beconstrued as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or causeof action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defenseto the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

 

18.        EntireAgreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oralor in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements betweenthe parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect tothe subject matter hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements,promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which arenot embodied in this Agreement or the Plan and that any agreement, statement, or promise that is not contained in this Agreementor the Plan shall not be valid or binding or of any force or effect.

 

19.        PartiesBound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inureto the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successorsand assigns, subject to the limitation on assignment expressly set forth herein. No person shall be permitted to acquire any AwardedShares without first executing and delivering an agreement in the form satisfactory to the Company making such person or entitysubject to the restrictions on transfer contained herein.

 

20.        Modification.No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is inwriting and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permittedby the Plan.

 

21.        Headings.The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantivematters to be considered in construing the terms and provisions of this Agreement.

 

22.        Genderand Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words inthe singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

 

23.        Notice.Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Companyor by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretoforespecified by written notice delivered in accordance herewith:

 

a.           Noticeto the Company shall be addressed and delivered as follows:

 

NanoVibronix, Inc.

525 Executive Boulevard

Elmsford, New York 10523

Attn:

Facsimile:

 

b.           Noticeto the Participant shall be addressed and delivered as set forth on the signature page.

 

24.        TaxRequirements. **The Participant is hereby advised to consult immediately with his or her****own tax advisor regardingthe tax consequences of this Agreement, the method and timing for filing an election to include this Agreement in income under Section83(b) of the Code, and the tax consequences of such election. By execution of this Agreement, the Participant agrees that if theParticipant makes such an election, the Participant shall provide the Company with written notice of such election in accordancewith the regulations promulgated under Section 83(b) of the Code.**The Company or, if applicable, any Subsidiary (for purposesof this Section 24, the term “***Company***” shall be deemed to include any applicable Subsidiary),shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any federal, state, local,or other taxes required by law to be withheld in connection with this Award. The Company may, in its sole discretion, also requirethe Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Companyis required to withhold in connection with the Participant’s income arising with respect to this Award. Such payments shallbe required to be made when requested by Company and may be required to be made prior to the removal of any restrictions on suchshares or the delivery of any certificate representing shares of Common Stock, if such certificate is requested by the Participantin accordance with Section 6.4(a) of the Plan. Such payment may be made by (i) the delivery of cash to the Company in anamount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligationsof the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the Participant tothe Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior thereto,which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional sharesunder (iii) below) the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing,the Company’s withholding of a number of shares to be delivered upon the vesting of this Award, which shares so withheldhave an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (iv) any combinationof (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwisepaid by the Company to the Participant.

 

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*Signature Page Follows*]

 

 

IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence his consent andapproval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.