Exhibit 10.24


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE markforged holding corporation

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 



 


	No. of Restricted Stock Units:	 	 
	 	 	 
	Grant Date:	 	 




 


Pursuant to the Markforged Holding Corporation
2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Markforged Holding Corporation (the
 “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee
named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”)
of the Company.


 


1.            Restrictions
on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee,
and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or
disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of
Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.            Vesting
of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or
Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board on such Dates. If a series
of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of
Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________


 


Notwithstanding the foregoing, in the event of
a Sale Event, 100% of the then-outstanding and unvested Restricted Stock Units shall immediately be deemed vested on the date of such
Sale Event; provided, that the Grantee remains in service as a member of the Board until the date of such Sale Event. The Administrator
may at any time accelerate the vesting schedule specified in this Paragraph 2.


 






    


     


    

 


3.            Termination
of Service as a Non-Employee Director. If the Grantee’s service with the Company and its Subsidiaries as a member of the Board
terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2
above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited,
and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further
rights or interests in such unvested Restricted Stock Units.


 


4.            Issuance
of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the
end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate
number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter
have all the rights of a stockholder of the Company with respect to such shares.


 


5.            Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement
shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.            Section 409A
of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are
exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A
of the Code.


 


7.            No
Obligation to Continue as a Non-Employee Director. Neither the Plan nor this Award confers upon the Grantee any rights with respect
to continuance as a Non-Employee Director.


 


8.            Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and
discussions between the parties concerning such subject matter.


 


9.            Tax
Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal
income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required
tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee
a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due; or (ii) causing its
transfer agent to sell from the number of shares of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy
the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.


 


10.          Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company,
its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal
or professional data, including but not limited to Social Security or other identification number, home address and telephone number,
date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant
Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer
to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant
Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes
the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall
have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable
law.


 






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11.          Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the
Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the
other party in writing.


 


	 	Markforged Holding Corporation




 


	 	By:	 
	 	 	Title:




 


The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the
Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	
	 	 	Grantee’s Signature
	 	 	 
	 	 	Grantee’s name and address:
	 	 	 
	 	 	 
	 	 	 




 






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