Exhibit 10.11


 


U.S. Well Services, Inc.


Restricted
Stock Award Agreement


 


This Restricted Stock Award Agreement (this
“Agreement”) is made and entered into as of _______________, 2018 (the “Grant Date”) by and between U.S.
Well Services, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Grantee”).


 


WHEREAS, the Company has adopted the U.S.
Well Services, Inc. 2018 Stock Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock may
be granted; and


 


WHEREAS, the Committee has determined that
it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.


 


NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows:


 


1.           Grant
of Restricted Stock. Pursuant to Section 7.2 of the Plan, the Company hereby issues to the Grantee on the Grant
Date a Restricted Stock Award consisting of, in the aggregate, _______________ shares of Common Stock (the “Restricted Stock”),
on the terms and conditions and subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms that are
used but not defined herein have the meaning ascribed to them in the Plan.


 


2.           Consideration.
The grant of the Restricted Stock is made in consideration of the services to be rendered by the Grantee to the Company.


 


3.           Restricted
Period; Vesting.


 


3.1           Except
as otherwise provided herein, one-third of the shares of Restricted Stock will vest on each of the first, second and third anniversaries
of the Grant Date; provided, however, that (i) no shares of Restricted Stock will vest on any such date unless the
closing price of the Common Stock on NASDAQ (or other principal stock exchange on which the Common Stock is then listed for trading)
has been $12.00 or greater for 20 trading days in any period of 30 consecutive trading days commencing after the Grant Date (the
“Trading Condition”), and (ii) in the event that shares of Restricted Stock do not vest on the applicable anniversary
of the Grant Date because the Trading Condition has not then been satisfied, such shares of Restricted Stock will vest upon the
later satisfaction of the Trading Condition (but in no event before the applicable anniversary of the Grant Date on which such
shares of Restricted Stock are otherwise scheduled to vest); and further provided, that vesting of shares of Restricted
Stock on any date (a “Vesting Date”) in accordance with the foregoing will be contingent on the Grantee’s having
remained in Continuous Service from the Grant Date until such Vesting Date.


 


The period over which the Restricted
Stock vests is referred to as the “Restricted Period.” The Restricted Period shall expire with respect to shares of
Restricted Stock at the time that such shares vest.


 




     


     


    

 


3.2           Notwithstanding
the vesting schedule set forth in Section 3.1, if the Grantee’s Continuous Service is terminated by the Grantee’s resignation
without Good Reason or by the Company or an Affiliate for Cause before all of his or her Restricted Stock has vested, the Grantee’s
unvested shares of Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and neither the
Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement with respect to such unvested
shares of Restricted Stock. Notwithstanding the vesting schedule set forth in Section 3.1, in the event of the Grantee’s
death or if the Grantee’s Continuous Service is terminated (i) by the Company or an Affiliate for Disability, (ii) by the
Company or an Affiliate without Cause, or (iii) by the Grantee for Good Reason, 100% of the unvested shares of Restricted Stock
shall vest as of the date of such termination.


 


Notwithstanding anything
herein or in the Plan to the contrary, for purposes of this Agreement, (a) if the Grantee is party to an employment or service
agreement with the Company or its Affiliates and such agreement provides for a definition of “Disability,” “Disability”
shall have the definition contained therein; or (b) if no such agreement exists or if such agreement does not define “Disability,”
“Disability” shall have the meaning set forth in the Plan.


 


Notwithstanding anything
herein or on the Plan to the contrary, for purposes of this Agreement: (a) if the Grantee is party to an employment or service
agreement with the Company or its Affiliates and such agreement provides for a definition of “Good Reason,” “Good
Reason” shall have the definition contained therein; or (b) if no such agreement exists or if such agreement does not define
“Good Reason,” “Good Reason” means the Grantee’s resignation of employment within ninety (90) days
after the occurrence of any of the following events: (i) the Company’s material breach of an employment or service agreement
between the Company or its Affiliates and the Grantee (including this Agreement); (ii) the assignment of the Grantee, by the Company
or any of its direct or indirect successors, without the Grantee’s consent, to a position, responsibilities, or duties of
a materially lesser status or degree of responsibility than the Grantee’s position, responsibilities, or duties immediately
prior to such assignment; or (iii) any attempt on the part of the Company to require the Grantee to perform (or omit to perform)
any act or to engage (or omit to engage) in any conduct that would constitute illegal action or inaction on the part of the Grantee.
The Grantee will provide the Company a written notice which describes the circumstances in sufficient detail that is cause for
the Good Reason termination within thirty (30) days after the occurrence of the event. The Company will have thirty (30) days from
the receipt of such notice to cure the event prior to the Grantee exercising his/her right to terminate for Good Reason and, if
not cured to the Grantee’s reasonable satisfaction, the Grantee’s Good Reason termination will be effective upon the
expiration of such cure period.


 




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4.           Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights
relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee.
Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating
thereto during the Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be
forfeited by the Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment
or consideration by the Company.


 


5.           Rights
as Shareholder; Dividends.


 


5.1           The
Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and
shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares
and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any cash dividends
and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Grantee’s account, and
interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the
Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular share of Restricted
Stock (and earnings thereon, if applicable) shall be distributed to the Grantee in cash or, at the discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if applicable, upon the release of
restrictions on such share of Restricted Stock and, if such share of Restricted Stock is forfeited, the Grantee shall have no right
to such dividends.


 


5.2           The
Company may issue stock certificates or evidence the Grantee’s interest by using a restricted book entry account with the
Company’s transfer agent. Physical possession or custody of any stock certificates that are issued may be retained by the
Company until such time as the Restricted Stock vests.


 


5.3           If
the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date
of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled
to vote or receive dividends on such shares.


 


6.           No
Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be
retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement
shall be construed to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with
or without Cause.


 


7.           Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common
Stock shall be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.


 




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8.           Tax
Liability and Withholding.













 


8.1          The
Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the
Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such
other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee
may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a
combination of such means:


 


(a)          tendering
a cash payment.


 


(b)          authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee
as a result of the vesting of the Restricted Stock; provided, however, that no shares of Common Stock shall be withheld with a
value exceeding the maximum amount of tax required to be withheld by law.


 


(c)          delivering
to the Company previously owned and unencumbered shares of Common Stock.


 


8.2          Notwithstanding
any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding
(“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility
and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with
the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Restricted
Stock to reduce or eliminate the Grantee’s liability for Tax-Related Items.


 


9.           Section
83(b) Election. The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”)
with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee
elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory
evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume
full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service
and for all tax consequences resulting from the Section 83(b) Election.


 


10.          Restrictive
Covenants. Ancillary to the Company’s promise to grant the Restricted Stock, and in consideration of the Grantee’s
receipt of the Restricted Stock and Confidential Information provided by the Company to the Grantee in connection with the Grantee’s
employment or other service relationship with the Company or any Affiliate, the Grantee agrees as follows:


 


10.1        During
the period of the Grantee’s employment or other service relationship with the Company or any Affiliate and for a period of
[twenty four (24)/eighteen (18)] months after the termination the Grantee’s Continuous Service, the Grantee shall not, directly
or indirectly, except in connection with the Grantee’s duties to and for the sole account and benefit of the Company or any
Affiliate, whether as a sole proprietor, investor, partner, member, stockholder, employee, director, officer, guarantor, consultant,
independent contractor, or in any other capacity as principal or agent, or through any person, subsidiary, affiliate, or employee
acting as nominee or agent, except with the consent of the Company:


 




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(a)          Conduct
or engage in, or be interested in or associated with, any person or entity anywhere in the Market Area (other than the Company
and its Affiliates) that conducts or engages in the shale fracking business;


 


(b)          Solicit,
attempt to solicit, or accept business from or otherwise service, or cause to be solicited or have business accepted from or otherwise
service, any then-current customers of Company or its Affiliates, any persons or entities anywhere in the Market Area who were
customers of the Company or its Affiliate within the three hundred sixty five (365) days preceding the termination the Grantee’s
Continuous Service, or any prospective customers of the Company or its Affiliates for whom bids were being prepared or had been
submitted as of the termination the Grantee’s Continuous Service; or


 


(c)          Induce,
or attempt to induce, hire or attempt to hire, or cause to be induced or hired, any employee of the Company or its Affiliate, or
persons who were employees of the Company or its Affiliate within the three hundred sixty five (365) days preceding the termination
the Grantee’s Continuous Service, to leave or terminate his or her employment with the Company or its Affiliate, or hire
or engage as an independent contractor any such employee of the Company or its Affiliate.


 


Notwithstanding the foregoing,
the Grantee shall not be prevented from (A) investing in or owning up to two percent (2%) of the outstanding stock of any corporation
engaged in a business competitive with the Company, provided that such shares are regularly traded on a national securities exchange
or in any over-the-counter market or (B) retaining any shares of stock in any corporation which the Grantee owned before the date
of his employment or other service relationship with the Company, or (C) being employed by or serving as a paid consultant to a
private equity or debt investment firm that invests in a competitive business. For the avoidance of doubt, this provision shall
not prevent the Grantee from being a passive investor in a private equity or debt investment firm that invests in a competitive
business. For purposes of this Agreement, “Market Area” shall mean the following geographic areas: (i) the counties
in the state of Texas in which any part of the Eagle Ford Shale or the Permian Basin or the Anadarko Basin or the Haynesville Shale
is located; (ii) the counties in the state of Arkansas in which any part of the Haynesville Shale is located; (iii) the counties
in the states of West Virginia and Ohio, and the Commonwealth of Pennsylvania in which any part of the Utica or Marcellus formations
is located; (iv) the counties in the states of Colorado, Wyoming, Nebraska and Kansas in which any part of the Denver-Julesburg
Basin is located; (v) the following Parishes in the state of Louisiana: Caddo, Bossier, DeSoto, Sabine, Red River and Lafayette;
and (vi) any other areas that are within a twenty (20) mile radius of any location where the Company or its Affiliates is, as of
the date that the termination the Grantee’s Continuous Service, (x) conducting shale fracking business; or (y) has materially
developed plans to conduct shale fracking business, provided that the Grantee was involved with or obtained Confidential Information
about any such plans to conduct shale fracking business during the period of the Grantee’s employment or other service relationship
with the Company or its Affiliate.


 




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10.2         The
Grantee acknowledges that in the Grantee’s employment or other service relationship with the Company or its Affiliate, the
Grantee is or will be making use of, acquiring, or adding to the confidential information of the Company or its Affiliates (the
“Confidential Information”) which includes, but is not limited to, memoranda and other materials or records of a proprietary
nature; technical information regarding operations; and records and policy matters relating to finance, personnel, market research,
strategic planning, current and potential customers, lease arrangements, service contracts, management, and operations. Therefore,
to protect the Confidential Information, the Grantee agrees that, at all times, the Grantee will not, except in connection with
the Grantee’s employment or other service relationship with the Company or its Affiliate, directly or indirectly, use or
disclose any Confidential Information.


 


10.3         If
at the time of enforcement of any provision of this Section 10, a court shall hold that the duration, scope, or area restriction
of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration,
scope or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope, or area.


 


10.4         If
the Grantee breaches any of the covenants in this Section 10, all unvested shares of Restricted Stock shall be immediately forfeited.
Further, the Grantee acknowledges that any breach by the Grantee of the provisions of this Section 10 shall cause irreparable harm
to the Company and that a remedy at law for any breach or attempted breach of this Section 10 will be inadequate, and agrees that
the Company shall be entitled to exercise all remedies available to it, including specific performance and injunctive and other
equitable relief, without the necessity of posting any bond, in the case of any such breach or attempted breach. In the event that
the Company shall file a claim alleging a breach of the provisions of this Section 10, then any time period set forth in this Section
10, will be extended one month for each month the Grantee was in breach of this Section 10, so that the Company is provided the
benefit of the full restricted covenant period.


 


10.5         The
covenants set forth in this Section 10 shall be in addition to, and shall not replace or supersede, any other restrictive covenants
to which the Grantee may be subject as a result of the Grantee’s employment or other service relationship with the Company
or its Affiliates.


 




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10.6         Notwithstanding
any other provision of this Agreement: (x) the Grantee will not be held criminally or civilly liable under any federal or state
trade secret law for any disclosure of a trade secret that (i) is made: (A) in confidence to a federal (including, without limitation,
the SEC or Financial Industry Regulatory Authority), state, or local government official, either directly or indirectly, or to
an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint
or other document that is filed under seal in a lawsuit or other proceeding; (y) if the Grantee files a lawsuit for retaliation,
the Grantee may disclose Employer’s trade secrets to his attorney and use the trade secret information in the court proceeding
if the Grantee: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except
pursuant to court order; and, (z) nothing in this Agreement prevents the Grantee from communicating with government agencies as
permitted by law. Without prior authorization of the Company, however, the Company does not authorize the Grantee to disclose to
any third party (including any government official or any attorney the Grantee may retain) any communications that are covered
by the Company’s attorney-client privilege.


 


11.         Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company
and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of
any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued
or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully
complied with to the satisfaction of the Company and its counsel. The Grantee understands that the Company is under no obligation
to register the shares of Common Stock with the Securities and Exchange Commission, any state securities commission or any stock
exchange to effect such compliance.


 


12.         Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities
laws or any stock exchange on which the shares of Common Stock are then listed or quoted.


 


13.         Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of
the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this
Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company.
Either party may designate another address in writing (or by such other method approved by the Company) from time to time.


 


14.         Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without
regard to conflict of law principles.


 


15.         Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for
review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.


 


16.         Restricted
Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders.
The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the
event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.


 




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17.         Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein,
this Agreement will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s)
to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.


 


18.         Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability
of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


19.         Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any
time, in its discretion, in accordance with the terms of the Plan. The grant of the Restricted Stock in this Agreement does not
create any contractual right or other right to receive any Restricted Stock or other Awards in the future. Future Awards, if any,
will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a
change or impairment of the terms and conditions of the Grantee’s employment with the Company.


 


20.         Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively;
provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the
Grantee’s written consent.


 


21.         No
Impact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of his normal or expected
compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


22.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


23.         Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms
and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement.
The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition
of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.


 




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


 


	 	 	 
	 	U.S. Well Services, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Grantee	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 


 








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