Exhibit 10.8


 


ANDOVER NATIONAL CORPORATION


 


Restricted Stock Unit Award Grant Notice


 


Restricted Stock Unit Award Grant under the
Company’s


2019 Equity Incentive Plan


 


 


 


	1.	Name and Address of Participant:	 	 
	 	 	 	 
	 			
	 	 	 	 
	2.	Date of Grant of	 	 
	 	Restricted Stock Unit Award:	 	 
	 	 	 	 
	3.	Maximum Number of Shares underlying	 	 
	 	Restricted Stock Unit Award:	 	 
	 	 	 	 
	4.	Vesting of Award:  	 	 



 



 


This Restricted Stock Unit
Award shall vest as follows provided the Participant is providing services to the Company through the applicable vesting date:


 


In [eight/twelve]
equal quarterly installments of [12.5/8.33]% each commencing on the first quarterly anniversary of the Grant Date until the [second/third]
annual anniversary of the Grant Date (provided that the number of shares vesting on each date shall be rounded down to the nearest whole
number and the number of shares vesting on the final vesting date shall be the remaining unvested balance of the shares).


 


The Company and the Participant acknowledge receipt
of this Restricted Stock Unit Award Grant Notice and agree to the terms of the Restricted Stock Unit Agreement attached hereto and incorporated
by reference herein, the Company’s 2019 Equity Incentive Plan and the terms of this Restricted Stock Unit Award as set forth above.


 


	 	ANDOVER NATIONAL CORPORATION	 
	 	By: 	                       	 
	 	Name:	 
	 	Title:	 
	 	              	 
	 	Participant	 



 









     


     


    

 


ANDOVER NATIONAL CORPORATION


 


RESTRICTED STOCK UNIT AGREEMENT


 


INCORPORATED TERMS AND CONDITIONS


 


AGREEMENT made as of the date
of grant set forth in the Restricted Stock Unit Award Grant Notice between Andover National Corporation (the “Company”), a
Delaware corporation, and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”).


 


WHEREAS, the Company has adopted
the 2019 Equity Incentive Plan (the “Plan”), to promote the interests of the Company by providing an incentive for Employees,
directors and Consultants of the Company and its Affiliates;


 


WHEREAS, pursuant to the provisions
of the Plan, the Company desires to grant to the Participant restricted stock units (“RSUs”) related to the Company’s
Class A common stock, $.001 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the
terms and conditions hereinafter set forth; and


 


WHEREAS, the Company and the
Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            
Grant of Award. The Company hereby grants to the Participant an award for the number of RSUs set forth in the Restricted
Stock Unit Award Grant Notice (the “Award”). Each RSU represents a contingent entitlement of the Participant to receive one
share of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated
herein by reference. The Participant acknowledges receipt of a copy of the Plan.


 


2.            
Vesting of Award.


 


(a)              
Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth
in the Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each
vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of shares
of Common Stock equivalent to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice provided that the Participant
is providing service to the Company or an Affiliate on such vesting date. Such shares of Common Stock shall thereafter be delivered by
the Company to the Participant within ten days of the applicable vesting date and in accordance with this Agreement and the Plan.


 






     


     


    

 


(b)              
Except as otherwise set forth in this Agreement, if the Participant ceases to be providing services for any reason by the Company
or by an Affiliate (the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice,
then as of the date on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited
to the Company and this Agreement shall terminate and be of no further force or effect.


 


3.            
Prohibitions on Transfer and Sale. This Award (including any additional RSUs received by the Participant as a result of
stock dividends, stock splits or any other similar transaction affecting the Company’s securities without receipt of consideration)
shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to
a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder. Except as provided in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement
shall be issued, during the Participant’s lifetime, only to the Participant (or, in the event of legal incapacity or incompetence,
to the Participant’s guardian or representative). This Award shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of this Award or of any rights granted hereunder contrary to the provisions of this Section
3, or the levy of any attachment or similar process upon this Award shall be null and void.


 


4.           
Adjustments. The Plan contains provisions covering the treatment of RSUs and shares of Common Stock in a number of contingencies
such as stock splits. Provisions in the Plan for adjustment with respect to this Award and the related provisions with respect to successors
to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.


 


5.           
Securities Law Compliance. The Participant specifically acknowledges and agrees that any sales of shares of Common Stock
shall be made in accordance with the requirements of the Securities Act of 1933, as amended. The Company currently has an effective registration
statement on file with the Securities and Exchange Commission with respect to the Common Stock to be granted hereunder. The Company intends
to maintain this registration statement but has no obligation to do so. If the registration statement ceases to be effective for any reason,
Participant will not be able to transfer or sell any of the shares of Common Stock issued to the Participant pursuant to this Agreement
unless exemptions from registration or filings under applicable securities laws are available. Furthermore, despite registration, applicable
securities laws may restrict the ability of the Participant to sell his or her Common Stock, including due to the Participant’s
affiliation with the Company. The Company shall not be obligated to either issue the Common Stock or permit the resale of any shares of
Common Stock if such issuance or resale would violate any applicable securities law, rule or regulation.


 


6.           
Rights as a Stockholder. The Participant shall have no rights as a stockholder, including voting and dividend rights, with
respect to the RSUs subject to this Agreement.


 


7.           
Incorporation of the Plan. The Participant specifically understands and agrees that the RSUs and the shares of Common Stock
to be issued under the Plan will be issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges
he or she has read and understands and by which Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein
by reference.


 






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8.           
Tax Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other
taxes due from the Participant with respect to this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise
sold shall be the Participant’s responsibility. Without limiting the foregoing, the Participant agrees that if under applicable
law the Participant will owe taxes at each vesting date on the portion of the Award then vested the Company shall be entitled to immediate
payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation.
Any taxes or other amounts due shall be paid, at the option of the Administrator as follows:


 


(a)              
through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in
an amount equal to the statutory minimum of the Participant’s total tax and other withholding obligations due and payable by the
Company. Fractional shares will not be retained to satisfy any portion of the Company’s withholding obligation. Accordingly, the
Participant agrees that in the event that the amount of withholding required would result in a fraction of a share being owed, that amount
will be satisfied by withholding the fractional amount from the Participant’s paycheck;


 


(b)              
requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required
to be withheld with respect to the statutory minimum amount of the Participant’s total tax and other withholding obligations due
and payable by the Company or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable
by the Company; or


 


(c)              
if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time
when the Participant is not in possession of material nonpublic information, the sale by the Participant on the applicable vesting date
of such number of shares of Common Stock as the Company instructs a registered broker to sell to satisfy the Company’s withholding
obligation, after deduction of the broker’s commission, and the broker shall be required to remit to the Company the cash necessary
in order for the Company to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding
obligation the Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient
to pay the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through
additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock.
The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The
Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price. In
connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by the broker in order
to effectuate the sale of shares of Common Stock and payment of the withholding obligation to the Company. The Participant acknowledges
that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act.


 


The Company shall not deliver
any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.


 






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9.            
Participant Acknowledgements and Authorizations.


 


The Participant acknowledges the following:


 


(a)              
The Company is not by the Plan or this Award obligated to continue the Participant as an employee, director or Consultant of the
Company or an Affiliate.


 


(b)              
The Plan is discretionary in nature and may be suspended or terminated by the Company at any time.


 


(c)              
The grant of this Award is considered a one-time benefit and does not create a contractual or other right to receive any other
award under the Plan, benefits in lieu of awards or any other benefits in the future.


 


(d)              
The Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including,
but not limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any.


 


(e)              
The value of this Award is an extraordinary item of compensation outside of the scope of the Participant’s employment or
consulting contract, if any. As such the Award is not part of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The
future value of the shares of Common Stock is unknown and cannot be predicted with certainty.


 


(f)               
The Participant (i) authorizes the Company and each Affiliate and any agent of the Company or any Affiliate administering the Plan
or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company
or any such Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes
the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.


 


10.         
Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier
service, facsimile, registered or certified mail, return receipt requested, addressed as follows:


 


If to the Company:


 


Andover National Corporation


333 Avenue of the Americas, Suite 2000


Miami, FL 33131


Attn: Chief Financial Officer


 


If to the Participant at the
address set forth on the Restricted Stock Unit Award Grant Notice or to such other address or addresses of which notice in the same manner
has previously been given. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery
by the sender to a recognized courier service, or three business days following mailing by registered or certified mail.


 






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11.          
Assignment and Successors.


 


(a)              
This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the
Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Participant’s legal representatives.


 


(b)              
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


12.         
Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, whether
at law or in equity, the parties hereby consent to exclusive jurisdiction in the State of New York and agree that such litigation will
be conducted in the state courts of New York or the federal courts of the United States for the District of New York.


 


13.         
Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction,
then such provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent
that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability
of the rest of this Agreement shall not be affected thereby.


 


14.         
Entire Agreement. This Agreement, together with the Plan, constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating
to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement
shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any
event, this Agreement shall be subject to and governed by the Plan.


 


15.         
Modifications and Amendments; Waivers and Consents. The terms and provisions of this Agreement may be modified or amended
as provided in the Plan. Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the
departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such
waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for
which it was given, and shall not constitute a continuing waiver or consent.


 


16.         
Section 409A. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation
rules of Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance
issued under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A
of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by the Participant on account of non-compliance with Section 409A of the Code.


 






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17.          
Data Privacy. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent
of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of
its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options
and the administration of the Plan; (ii) to the extent permitted by applicable law waives any data privacy rights he or she may have with
respect to such information, and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic
form for the purposes set forth in this Agreement.


 


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