Exhibit 10.01


 


B.
Riley Financial, Inc.

2021 STOCK INCENTIVE PLAN


 


TIME-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This
Time-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) evidences an award of time-based
restricted stock units (“RSUs”) by B. Riley Financial, Inc., a Delaware corporation (together with any Subsidiary,
and any successor entity thereto, the “Company”), under the B. Riley Financial, Inc. 2021 Stock Incentive Plan
(as amended, supplemented or modified from time to time, the “Plan”). Capitalized terms not defined in
this Award Agreement have the meanings given to them in the Plan.


 


	

    Name
    of Grantee:
	[●]
    (the “Grantee”).
	 	 
	Grant
    Date:	[●]
    (the “Grant Date”).
	 	 
	Time-Based
    RSUs:	[●]
	 	 
	Vesting:	[●]

                                                                                                    

    The
    RSUs will only vest if the Grantee is and has been continuously Employed by the Company from the Grant Date through the applicable
    Vesting Date. Any unvested RSUs will be forfeited upon the Grantee’s termination of Employment, except:

     

    A.   Upon
    the Grantee’s death [or Disability (as defined in the Grantee’s employment agreement)], any unvested RSUs will immediately
    vest[; and]

     

    B.    [Upon
    the Grantee’s termination by the Company without Cause or the Grantee’s resignation for Good Reason, unvested RSUs will
    immediately vest].1

	 	 
	Payment:	The Company
    will deliver to the Grantee one Share (or, at the election of the Company, cash equal to the Fair Market Value thereof) for each
    vested RSU no later than 60 days after the RSU vests, subject to applicable tax withholding (such date the Shares are so delivered,
    a “Payment Date”).
	 	 
	Dividend
    Equivalent Rights:	Promptly
    following a Payment Date, the Company will pay to the Grantee a cash amount equal to the product of (1) all cash dividends or other
    distributions (other than cash dividends or other distributions pursuant to which the RSUs were adjusted pursuant to Section 1.6.3
    of the Plan), if any, paid on a Share from the Grant Date to such Payment Date, including any such dividends or distributions
    with an ex-dividend date prior to a Vesting Date that pay after a Vesting Date and (2) the number of Shares delivered to the
    Grantee on such Payment Date (including for this purpose any Shares which would have been delivered on such Payment Date but for
    being withheld to satisfy tax withholding obligations).
	 	 
	All Other
    Terms:	As set
    forth in the Plan.


 


The
Plan is incorporated herein by reference. Except as otherwise set forth in this Award Agreement, this Award Agreement and the Plan constitute
the entire agreement and understanding of the parties with respect to the RSUs. In the event that any provision of this Award Agreement
is inconsistent with the Plan, the terms of the Plan will control. Except as specifically provided herein, in the event that any provision
of this Award Agreement is inconsistent with any employment agreement or similar agreement between the Grantee and the Company (“Employment
Agreement”), the terms of the Employment Agreement will control.


 


By
accepting this award, the Grantee agrees to be subject to the terms and conditions of the Plan and this Award Agreement.


 


This
Award Agreement may be executed in counterparts, which together will constitute one and the same original.


 


 





 






	1	Bracketed
  portions to be included in certain award agreements.













     


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Award Agreement to be duly executed and effective as of the Grant Date.


 


	 	B. Riley Financial,
    Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[NAME OF GRANTEE]