Exhibit 10.2


 


PINEAPPLE
ENERGY INC.


 


Restricted
Stock Unit Award Agreement


(Inducement
Grant)


 


Pineapple
Energy Inc. (the “Company”) hereby grants an award of Restricted Stock Units (this “Award”)
to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award
Agreement (Inducement Grant) (this “Agreement”), consisting of this cover page and the Terms and Conditions
on the following pages. This Award is made and granted as a stand-alone award and is not granted under or pursuant to the Company’s
2022 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”). However, for
convenience purposes, unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this
Restricted Stock Grant Notice (“Grant Notice”) and the Agreement. This Award is an inducement material
to the Participant’s entry into employment within the meaning of Nasdaq Listing Rule 5635(c)(4). 


 


	Name
    of Participant:         James Brennan 
	Number
    of Restricted Stock Units:  65,455	Grant
    Date:        November 15, 2022
	Vesting
    Schedule:
	Scheduled
Vesting Dates

        November
15, 2023

        November
15, 2024

        November
15, 2025
	Number
of Restricted Stock Units that Vest 

        1/3

        1/3

        1/3

         

	 	 


By
signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all
of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed
these documents and that they set forth the entire agreement between you and the Company regarding this Award of Restricted Stock
Units.


 









	JAMES BRENNAN:	 	PINEAPPLE ENERGY INC.	 
	 	 	 	 










	 	 	By:		 






	 	 	Title:	  	 




 


 




     


     


    

 


PINEAPPLE
ENERGY INC.


 


Restricted
Stock Unit Award Agreement


(Inducement
Grant)


 


Terms
and Conditions


 


1.            Grant
of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms
and conditions in this Agreement, of the number of Restricted Stock Units specified on the cover page of this Agreement (the “Units”).
Each Unit represents the right to receive one Share of the Company’s common stock. This Award is made and granted to you
as an inducement material to you entering into employment with the Company
as its Chief Financial Officer within the meaning of Nasdaq Listing Rule 5635(c)(4). This Award is made and granted
as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or
pursuant to the Plan. Notwithstanding the foregoing, the terms, provisions, conditions and definitions set forth in the Plan shall
apply to the Award (including but not limited to the adjustment provisions contained in Section 12 of the Plan), and the
Award shall be subject to such terms, provisions, conditions and definitions, which are hereby incorporated into this Agreement
by reference. For the avoidance of doubt, the Award shall not be counted for purposes of calculating the aggregate number of Shares
that may be issued or transferred pursuant to Awards under the Plan as set forth in Section 4(a) of the Plan. In the event
of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control.


 


2.            Restrictions
Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged
or encumbered, voluntarily or involuntarily, other than (i) a transfer upon your death in accordance with your will, by the laws
of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan, or
(ii) pursuant to a domestic relations order. Following any such transfer, this Award shall continue to be subject to the same
terms and conditions that were applicable to this Award immediately prior to its transfer. Any attempted transfer in violation
of this Section 2 shall be void and without effect. The Units and your right to receive Shares in settlement of the Units
under this Agreement shall be subject to forfeiture as provided in Section 5 until satisfaction of the vesting conditions set
forth in Section 4.


 


3.            No
Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s
common stock. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject
to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 6.


 


4.            Vesting
of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates
specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided
in this Section 4.


 


(a)          Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this
Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule.


 


(b)          Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances
provided below:


 






    	RSU Agreement (Inducement Grant)	Page 2



     


    

 


(1)          Death or Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your death or Disability,
then all of the unvested Units shall vest as of such termination date.


 


(2)          Change in Control. Vesting of the Units may be accelerated during the term of the Award under the circumstances described
in Sections 12(b) and 12(c) of the Plan. If a Change in Control occurs while you continue to be a Service Provider and prior to
the final Scheduled Vesting Date, the following provisions shall apply:


 


(i)           If, within 24 months after a Change of Control (A) described in paragraphs (1) or (2) of Section 2(f) of the Plan or (B) that
constitutes a Corporate Transaction as defined in paragraph (3) of Section 2(f) of the Plan and in connection with which the surviving
or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due
to an involuntary termination for reasons other than Cause, then all unvested Units shall immediately vest in full.


 


(ii)          If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction,
than all unvested Units shall immediately vest in full upon the occurrence of the Change in Control.


 


(iii)         For purposes of this Section 4(b)(2), this Award will be considered assumed or replaced under the circumstances specified in Section
12(b)(1) of the Plan.


 


5.            Effect
of Termination of Service. Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service
Provider, you will forfeit all unvested Units.


 


6.           Settlement
of Units. After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the
15th day of the third calendar month following the Vesting Date), cause to be issued and delivered to you (or to your
personal representative or your designated beneficiary or estate in the event of your death, as applicable) one Share in payment
and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by
an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided
to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding
provisions of Section 7 and compliance with all applicable legal requirements as provided in Section 16(c) of the Plan, and shall
be in complete satisfaction and settlement of such vested Units.


 


7.            Tax
Consequences and Withholding. No Shares will be delivered to you in settlement of vested Units unless you have made arrangements
acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of
the delivery of the Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable
to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance
with the provisions of Section 14 of the Plan. You may elect to satisfy such withholding tax obligations by having the Company
withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value
equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.


 


8.            Compensation
Recovery Policy. To the extent that this Award and any compensation associated therewith is considered “incentive-based
compensation” within the meaning and subject to the 



    	RSU Agreement (Inducement Grant)	Page 3



     


    

 


requirements of Section 10D of the Exchange Act, this Award and any
compensation associated therewith shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation
recovery policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and any
implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange
on which the Company’s Shares are then listed.  This Agreement may be unilaterally amended by the Committee to comply
with any such compensation recovery policy. 


 


9.            Notices.
Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including
electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice
mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or
communications by you to the Company shall be mailed or delivered to the Company, to the attention of its [____________], at its
office at [_____________________________________], [email address], and all notices or communications by the Company to you may
be given to you personally or may be mailed or, if you are still a Service Provider, emailed to you at the address indicated in
the Company's records as your most recent mailing or email address.


 


10.           Additional
Provisions.


 


(a)          No
Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate,
and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the
effect it may have upon you under this Agreement.


 


(b)         Governing
Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules
and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any
conflict between the provisions of this Agreement and the Plan, the provisions of this Agreement will govern.


 


(c)          Governing
Law.  This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed
by, construed, and enforced in accordance with the laws of the State of Minnesota, without giving effect to the choice of law
principles thereof.


 


(d)          Severability.
The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable,
in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You also agree
that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision,
as modified, is valid and enforceable under applicable law.


 


(e)          Binding
Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the
successors and assigns of the Company.


 


(f)          Section
409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this
Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas.
Reg. § 1.409A-l(b)(4).


 


(g)          Electronic
Delivery and Acceptance. The Company may deliver any documents related to this Restricted Stock Unit Award by electronic means
and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation
by electronic delivery and 



    	RSU Agreement (Inducement Grant)	Page 4



     


    

to participate in the Plan through an on-line (and/or voice activated) system established and maintained
by the Company or the Company’s third-party stock plan administrator.


 


By
signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree
to all the terms and conditions described above and in the Plan document.


 






    	RSU Agreement (Inducement Grant)	Page 5