Exhibit 10.4


 


ONDAS
HOLDINGS INC.


 


FORM
OF 


 


RESTRICTED
STOCK UNIT AGREEMENT


 


THIS
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made and effective as of this ___ day of ________, 20__
(the “Grant Date”), by and between Ondas Holdings Inc. (f/k/a Zev Ventures Incorporated) (the “Company”),
and ____________________________________ (“Participant”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Company is desirous of increasing the incentive of Participant whose contributions are important to the continued success
of the Company;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the Company hereby grants Participant
an award of restricted stock units in the Stock of the Company pursuant to the Zev Ventures Incorporated 2018 Incentive Stock
Plan (the “Plan”), upon the following terms and conditions. Capitalized terms not defined herein shall have the meaning
ascribed thereto in the Plan.


 


1. GRANT
OF RESTRICTED STOCK UNITS


 


Subject
to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Participant the right to receive
[_____________ (              )] shares of the Company’s Stock upon the satisfaction of certain conditions (the “Restricted Stock
Units”). Shares of the Company’s Stock shall be issued only upon vesting of the Restricted Stock Units and only upon
the satisfaction of the terms and conditions set forth herein and in the Plan.


 


2. VESTING


 


No
Stock shall be issued pursuant to the unvested Restricted Stock Units. Except as otherwise provided for in the Plan and this Agreement,
the Restricted Stock Units shall vest upon the satisfaction of the vesting requirements set forth below: 


 


	Date	Incremental
                                         Number 

        

        of
        Vested Restricted 

        

        Stock
        Units 

        
	Cumulative
                                         Number of Vested Restricted

        Stock
Units

        

	 	 	 





There
shall be no proportionate or partial vesting in the periods between the vesting dates and all vesting shall occur only on the
aforementioned vesting dates.





 


3. TERMINATION
OF EMPLOYMENT


 


Upon
Participant’s termination of employment or other service with the Company for any reason, the unvested portion of the Restricted
Stock Units shall expire.


 






     


     


    




 





FORM







 


4. DISTRIBUTION
OF STOCK


 


The
Company shall deliver a certificate evidencing shares of Stock to the Participant or direct its transfer agent to register such
shares in book entry form, within thirty (30) days following the vesting of any Restricted Stock Units.





 


5. MISCELLANEOUS


 


(a) Provisions
of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation,
the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by
the Board and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly.


 


(b) Withholding.
Participant agrees (a) to pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any federal,
state or local, domestic or foreign taxes of any kind required by law to be withheld with respect to the Restricted Stock Units,
and (b) that the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise
due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect the Restricted
Stock Units.


 


(c) Status
as a Shareholder. Participant shall have no rights of a shareholder with respect to the Restricted Stock Units until the Stock
is issued to him or her pursuant to Section 4 above.


 


(d) Transferability.
The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of unless the Plan so provides.


 


(e) No
Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the parties and
their respective successors and permitted assigns.


 


(f) Entire
Agreement; Amendments. This Agreement and the Plan constitute the entire agreement among the parties and supersedes any prior
understandings, agreements, or representations by or among the parties, written or oral, that may have related in any way to the
subject matter hereof. This Agreement may not be amended, supplemented, or modified in whole or in part except by an instrument
in writing signed by the party or parties against whom enforcement of any such amendment, supplement, or modification is sought.


 


(g) No
Rights to Continued Employment. Nothing contained herein shall give the Participant the right to be retained in the employment
or service of the Company or any of its subsidiaries or affiliates or affect the right of any such employer to terminate the Participant.


 






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(h) Section
409A Compliance. It is intended that all compensation payable pursuant to this Agreement are exempt from or, alternatively,
comply with Section 409A of the Code (and any legally binding guidance promulgated under Section 409A of the Code (“Section
409A”), and this Agreement will be interpreted, administered and operated accordingly. In the event that any provision of
this Agreement is inconsistent with Section 409A, then the applicable provisions of Section 409A shall supersede such inconsistent
provision. For all purposes under Section 409A, Participant’s right to receive any payments pursuant to this Agreement shall be
treated as a right to receive a separate and distinct payment, and any payments to be made in installments shall be deemed to
be a series of separate payments. A termination of employment or service under this Agreement shall mean a “separation from
service” under Section 409A.


 


(i) Controlling
Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by, and construed in accordance with the laws of
the State of Nevada.


 


(j) Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.





 





	 	ONDAS HOLDINGS INC.
	 	 	 
	 	By:	                        
	 	Name:	
	 	Title:	 
	 	 	 
	 	PARTICIPANT:
	 	 
	 	 	 
	 	Name:	 
	 	Address:	 
	 	 	 







 




 


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