Exhibit 10.17


 


[Participant Name]


RSA


 


Restricted Stock Award


 


(F5 Finishes, Inc. 2019 Incentive Stock
Plan) 


 


Subject to the following terms, F5 Finishes,
Inc., a Delaware corporation (the Company), grants to the following employee of the Company (Grantee), as of the
following grant date (the Grant Date), the following number of restricted shares (the Restricted Shares), which
will become vested in accordance with the following vesting schedule, subject to expiration prior to vesting in accordance with
the terms of this Award:


 





	 	Grantee: 	 	 
	 	 	 	 
	 	Grant Date: 		 
	 	 	 	 
	 	Number of	 	 
	 	Restricted Shares:		 
	 	 	 	 
	 	Vesting Schedule: 		 




  


Terms of Award


 


1. Plan


 


This Award has been granted under F5 Finishes,
Inc. 2019 Incentive Stock Plan (the Plan), which is incorporated in this Award by reference. Capitalized terms used in this
Award without being defined (for example, the term “Committee”) have the same meanings that they have in the Plan.


 


2. Vesting


 


Any unvested portion of the Restricted Shares
shall lapse and be cancelled on Grantee’s Termination Date unless Grantee’s Termination occurs by reason of his or
her death, in which case the Restricted Shares shall become fully vested as of Grantee’s Termination Date.


 


Unless this Award or an individual severance
or employment agreement to which Grantee is a party provides otherwise, the provisions of Article 7 of the Plan with respect to
a Change of Control shall be applicable to this Award.


 


Unless this Award or an individual severance
or employment agreement to which Grantee is a party provides otherwise, the provisions of Article 7 of the Plan with respect to
a Change of Control shall be applicable to this Award.


 






     


     


    

  


3. Stock
Certificates


 


The Company shall be the custodian for all
shares of Restricted Shares. Reasonably promptly following Grantee’s written request after any unvested Restricted Shares
have become vested, the Company shall issue and deliver to Grantee a stock certificate in Grantee’s name representing those
vested Restricted Shares on the Company’s stock records.


 


4. Voting
and Distributions


 


Grantee shall not have the right to vote
Restricted Shares and shall not be entitled to dividends and distributions in respect of Restricted Shares until the Restricted
Shares are vested.


 


5. Tax
Liability


 


Unless Grantee has made a timely election
under section 83(b) of the Code to be taxed as of the Grant Date rather than as the Restricted Shares become vested, the Company
shall have the right, upon the vesting of any Restricted Shares, to deduct or withhold, or require Grantee to remit to the Company,
an amount sufficient to satisfy the federal, state, local and other taxes (including Grantee’s FICA obligation) that the
Company is required to withhold by reason of such vesting.


 


6. Confidentiality
and Nonsolicitation Agreement – Not Applicable if Grantee is an Outside Director 


 


This Award and the grant of the Restricted
Shares are subject to Grantee’s (i) entering into the confidentiality and nonsolicitation agreement which has been provided
to Grantee if Grantee has not previously entered into such agreement in connection with Grantee’s receipt of an Award under
the Plan (the Nonsolicitation Agreement) or (ii) Grantee’s reaffirmation of the Nonsolicitation Agreement that Grantee
previously entered into in connection with Grantee’s receipt of an Award under the Plan.  The Company would not have
granted the Award to Grantee without Grantee’s entering into or reaffirming the Nonsolicitation Agreement.


 


7. Transferability


 


Any unvested portion of the Restricted Shares
may not be sold, transferred, assigned or pledged (whether by operation of law or otherwise), except as provided by will or the
applicable intestacy laws, and shall not be subject to execution, attachment or similar process. Once vested, any sale, transfer,
assignment or pledge of the Restricted Shares is subject to the restrictions on transfer imposed by any applicable state and federal
securities laws.


 


8. Interpretation


 


This Award is subject to the terms of the
Plan, as the Plan may be amended (but except as required by applicable law, no amendment of the Plan after the Grant Date shall
adversely affect Grantee’s rights in respect of the Award without Grantee’s consent).


 






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If there is a conflict or inconsistency
between this Agreement and the Plan, the terms of the Plan shall control. The Committee’s interpretation of this Agreement
and the Plan shall be final and binding.


 


9. No
Right to Continued Employment


 


Nothing in this Award shall be considered
to confer on Grantee any right to continue in the employ of the Company or a Subsidiary or to limit the right of the Company or
a Subsidiary to terminate Grantee’s employment.


 


10. Governing
Law


 


This Award shall be governed in accordance
with the laws of the State of Delaware.


 


11. Recovery
of Compensation


 


This Award is subject to the requirements
of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded
compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the Company in accordance with
such rules and regulations or any compensation recovery policy otherwise required by applicable law, and (iii) any clawback policy,
as in effect from time to time, adopted by the Company, all to the extent determined by the Committee to be applicable to Grantee.
In addition, if Grantee receives any amount in excess of what Grantee should have received under the terms of this Award for any
reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error),
then Grantee shall be required to repay any such excess amount to the Company.


 


12. Binding
Effect


 


This Award shall be binding on the Company
and Grantee and on Grantee’s heirs, legatees and legal representatives.


 


13. Effective
Date


 


This Award shall not become effective until
Grantee’s acceptance of this Award and the acceptance or reaffirmation of the Nonsolicitation Agreement. Upon Grantee’s
acceptance of this Award and the acceptance or reaffirmation of the Nonsolicitation Agreement, this Award shall become effective,
retroactive to the Grant Date, without the necessity of further action by either the Company or Grantee. Notwithstanding the foregoing,
the effectiveness of the Award is not conditional on the acceptance or reaffirmation of the Nonsolicitation Agreement if Grantee
is an Outside Director.


 


 


[Signature page follows]


 






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	 	 	F5 Finishes, Inc.  
	 	 	 	 
	 	 	By	 
	 	 	 	Michael Patton 
	 	 	 	President & Chief Executive Officer




 


Acceptance by Grantee


 


I accept this Restricted Shares Award and
agree to be bound by all of its terms. I acknowledge receipt of a copy of the Plan, and, unless I am an Outside Director, I (i)
agree to enter into the Nonsolicitation Agreement, a copy of which I acknowledge receipt, if I have not previously entered into
such agreement in connection with the receipt of an Award under the Plan or (ii) reaffirm the Nonsolicitation Agreement that I
have previously entered into in connection with the receipt of an Award under the Plan.


 





	 	 	 
	 	 	[signature of Grantee]
	 	 	 
	 		Grantee’s address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 





 


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