Form of Restricted Stock Unit Agreement



 Exhibit 10.5 
 AUTHENTIDATE HOLDING CORP. 
 NOTICE OF GRANT OF RESTRICTED STOCK UNITS

 The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the
Authentidate Holding Corp. 2011 Omnibus Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the Settlement Date (described below) one (1) share of common stock of
Authentidate Holding Corp., par value $0.001 per share, as follows: 
  

			
	Participant:	  	  

		
	Grant Date:	  	January     , 2013
		
	Number of Restricted Stock Units:	  	                    , subject to adjustment as provided by the Restricted Stock
Unit Agreement.
		
	Settlement Date:	  	For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Unit Agreement, the date on which the units become Vested Units in accordance with the vesting
schedule set forth below and the provisions of the Restricted Stock Unit Agreement.
		
	Vesting Schedule:	  	 Except as set forth in the Restricted Stock Unit Agreement annexed hereto, provided that the Participant’s Services have not
terminated prior to the Vesting Date (as defined below), one hundred percent (100%) of the Restricted Stock Units shall vest immediately upon the date determined in good faith by the Management Resources and Compensation Committee of the Board of
Directors that the Company achieves Cash Flow Breakeven (as defined below) (the “Vesting Date”).
  
 As used herein, “Cash Flow Breakeven” means that the Company has achieved positive cash flow from operations for two consecutive fiscal quarters, determined by reference to the
revenues and other amounts received by the Company from its operations; provided, however, that as used herein, the term “cash flow from operations” shall not include (a) amounts received from the sale, lease or disposition
of (i) fixed or capital assets, except for amounts received in the ordinary course of business; or (ii) any subsidiary company; (b) capital expenditures; (c) interest income and expense; and (d) other non-operating items as determined in accordance
with generally accepted accounting principles in the United States as consistently applied during the periods involved.




  
 1 








 By their signatures below, the Company and the Participant agree that the Award is governed by this Notice
of Grant of Restricted Stock Units and by the provisions of the Plan and the Restricted Stock Unit Agreement, both of which are made a part of this document. The Participant represents that the Participant has read and is familiar with the
provisions of the Plan and Restricted Stock Unit Agreement, and hereby accepts the Award subject to all of their respective terms and conditions. 
  

							
	AUTHENTIDATE HOLDING CORP.	 		 	PARTICIPANT
				
	By:	 	  
	 		 	  

	Title:	 	  
	 		 	Signature
				
		 		 		 	Date             , 2013


  

			
	ATTACHMENTS:	  	 2011 Omnibus Equity Incentive Plan
 Restricted Stock Units Agreement




  
 2 








 AUTHENTIDATE HOLDING CORP. 

RESTRICTED STOCK UNIT AGREEMENT 
 Authentidate Holding Corp. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted
Stock Unit Agreement (this “Agreement”) is attached an Award consisting of Restricted Stock Units (the “Units”) subject to the terms and conditions set forth in the Grant
Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Authentidate Holding Corp. 2011 Omnibus Equity Incentive Plan (the
“Plan”), as in effect on the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award
(the “Plan Prospectus”) and (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan. 

1. DEFINITIONS AND CONSTRUCTION. 

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned in the Grant
Notice or the Plan. The term “Company” shall mean Authentidate Holding Corp., a Delaware corporation, and any successor company (or a subsidiary or parent thereof), including any Acquiror (as defined in Section 8).

 1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 2. ADMINISTRATION.

 All questions of interpretation concerning the Grant Notice, this Agreement and the Plan shall be determined by the
Management Resources and Compensation Committee of the Board of Directors of the Authentidate Holding Corp. (the “Committee”). All determinations by the Committee shall be final and binding upon all persons having an interest
in the Award as provided by the Plan. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company
herein, provided such officer has apparent authority with respect to such matter, right, obligation, or election. 
 3.
THE AWARD. 
 3.1 Grant of Units. On the Grant Date, the
Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive one
(1) share of Common Stock of the Company (the “Shares”) on the date determined in accordance with the Grant Notice and this Agreement. 
 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or Shares issued
upon settlement of the Units, the consideration for which shall be past services actually rendered 

  
 1 








 
and/or future services to be rendered to the Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration
in the form of cash or past services rendered to the Company or for its benefit having a value not less than the par value of the Shares issued upon settlement of the Units. 
 4. VESTING OF UNITS. 
 4.1 The Units shall vest and become “Vested Units” as provided in Vesting Schedule in the Grant Notice provided you remain continuously employed by the Company or its subsidiaries through
the Vesting Date, except as may be expressly provided for in a written agreement between the Company and the Participant. All vested amounts shall be paid by the Company in Shares, on a one-for-one basis for each Unit, subject to applicable tax
withholding, as soon as administratively feasible but in any event no later than (i) the end of the year in which the vesting date occurs, or (ii) 2.5 months after the vesting date. Unless otherwise set forth in a written agreement between
the Company and the Participant, upon any termination of your Service with the Company, the Units granted to you hereunder that were not vested on the date of such termination of continuous Service will be forfeited at no cost to the Company, and
you will have no further right, title or interest in the Units or the Shares to be issued in respect of the Award. To the extent a written agreement between the Company and Participant provides for the vesting of the Units upon the termination of
the Participant’s Service with the Company, the Vested Units shall be delivered to the Participant as soon as administratively feasible following the termination of the Participant’s Service with the Company in accordance with the terms
and conditions of such written agreement between the Company and the Participant, but in any event no later than (i) the end of the year in which the Participant’s Service terminated, or (ii) 2.5 months after the date the of
termination of Participant’s Service. 
 4.2 Notwithstanding the foregoing, however, and except as may be expressly
provided in a written agreement between Participant and Company, in the event that, prior to the Vesting Date, the Participant dies or his or her continuous Service is terminated due to Disability, the Participant (or his or her estate, as
appropriate) will receive, as of the date of (a) Participant’s death or (b) the termination of the Participant’s continuous Service due to Disability, such number of Vested Units prorated from the Grant Date and through the date
of such death or Disability, based on the number of completed months of Service during the twelve month period commencing on the Grant Date, divided by 12. If the Participant’s continuous Service terminates due to death or Disability subsequent
to the 12 month anniversary of the Grant Date, then this Award will vest in full upon the termination of Participant’s continuous Service due to death or Disability. Units which become Vested Units in accordance with this Section 4.2 shall
be settled in accordance with Section 4.1. For purposes of this Agreement, “Disability” means the Participant’s becoming disabled within the meaning of Section 22(e)(3) of the Code or, if applicable, a written employment
agreement between the Participant and the Company. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate. 
 5. COMPANY REACQUISITION RIGHT. 
 Except to the extent otherwise provided in an agreement between the Company and the Participant, in the event that the Participant’s Services terminate for any reason or no reason, with or without
cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled
to any payment therefor (the “Company Reacquisition Right”). 

  
 2 








 6. SETTLEMENT OF THE
AWARD. 
 6.1 Issuance of Shares. Subject to the provisions of
Section 4 and 6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) Share. Shares issued in settlement of the Units shall not be subject to any
restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7, the Company’s insider trading policies, any federal, state or foreign law or any contractual obligation to which the
Participant is subject (such as a “lock-up” or “market stand-off” agreement). 
 6.2 Beneficial Ownership
of Shares; Registration of Shares. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which
the Company has notice any or all Shares acquired by the Participant pursuant to the settlement of the Units. Except as provided by the preceding sentence and subject to Section 11, the Shares issued upon settlement of the Units shall be
registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant. 
 6.3
Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of Shares upon settlement of the Units shall be subject to compliance with all applicable requirements of federal, state or foreign law
with respect to such securities. If the issuance of Shares upon settlement of the Units would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Shares may then be listed, then no such Shares may be issued unless and until all such laws, regulations and stock exchange requirements have been satisfied in full. As a condition to the settlement of the Award, the
Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company. 
 6.4 Fractional Shares. The Company shall not be required to issue fractional Shares upon
the settlement of the Units and the Committee shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created upon the settlement of the Units. 

7. TAX CONSEQUENCES. 

7.1 In General. The Participant acknowledges that the Company has not advised the Participant regarding the Participant’s
income tax liability in connection with the grant or vesting of the Units and the delivery of Shares in connection therewith. The Participant has reviewed with the Participant’s own tax advisors the federal, state, and local and tax
consequences of the grant and vesting of the Units and the delivery of Shares in connection therewith as contemplated by this Award. The Participant is relying solely on such advisors and not on any statements or representations of the Company or
any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award. 

7.2 Payment of Tax Withholding. Regardless of any action the Company takes with respect to any or all federal, state, or local
income tax, social insurance, payroll tax, payment on account or other tax-related withholding regarding the Award (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by
you is and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the vesting or payment of the Award,
the subsequent sale of Shares acquired pursuant to the payment of Shares under the Award and the receipt of any dividends; and (ii) does not commit to structure the terms of the Award to reduce or eliminate your liability for Tax-Related Items.
You hereby authorize the Company to withhold all applicable Tax-Related 

  
 3 








 
Items legally payable by you from your wages or other cash compensation paid to you by the Company, or from payment otherwise owed to you under this Award. Alternatively, or in addition, if
permissible under local law and expressly authorized by the Committee, the Company may (i) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Shares,
provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount (based on the fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in
excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates). Finally, you shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a
result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in
this section. 
 7.3 Application of Section 409A of the Code. This Award is intended to comply with section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) and shall in all respects be administered in accordance with section 409A of the Code. In no event shall the Participant, directly or indirectly, designate the
calendar year of distribution. The terms “cease to be employed” or “termination of employment,” or words of similar import, as used herein, for purposes of any payments that are payments of deferred compensation subject to
Section 409A of the Code, shall mean “separation from service” as defined in Section 409A of the Code. To the extent any payment or settlement that is a payment of deferred compensation subject to Section 409A of the Code is
contingent upon a “change in control,” such payment or settlement shall only occur if the event giving rise to the change in control would also constitute a change in ownership or effective control of the Company, or a change in the
ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. The vesting of the Award shall not be affected by the preceding sentence. In the event that this Award fails to satisfy the
requirements of Section 409A of the Code (and the applicable Treasury regulations promulgated thereunder) and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, and if you
are a “specified employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of
any Shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months
and one day after the date of the separation from service (or, if earlier, within 15 days after your death), with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and
only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. This Award may be amended without the consent of the Participant in any respect
deemed in good-faith by the Board of Directors or the Committee to be necessary in order to preserve compliance with section 409A of the Code. 
 8. EFFECT OF CHANGE IN CONTROL ON
AWARD. 
 In the event of a Change in
Control, the surviving, continuing, successor, or purchasing corporation or other business entity or subsidiary or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or
continue the Company’s rights and obligations with respect to all or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock.


  
 4 








 9. ADJUSTMENTS FOR CHANGES
IN CAPITAL STRUCTURE. 
 Subject to any required action by
the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of Shares, exchange of Shares, or similar change in the capital structure of the
Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate and
proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Units, in order to prevent dilution or enlargement of the Participant’s rights under the
Award. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee as contemplated in Section 12.2 of the Plan, and its
determination shall be final, binding and conclusive. 
 10. RIGHTS AS A
STOCKHOLDER OR EMPLOYEE. 
 The Participant shall have no
rights as a stockholder with respect to any Shares which may be issued in settlement of the Units until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9 and you shall receive no benefit with respect
to any cash dividend, stock dividend or other distribution that does not result from an adjustment as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue
providing Services or interfere in any way with any right of the Company to terminate the Participant’s Services at any time. The right of the Company to terminate at will the Participant’s Service at any time for any reason is
specifically reserved. 
 11. LEGENDS. 

The Company may at any time determine to issue certificates representing the Shares issued pursuant to this Agreement rather than issue
uncertificated Shares and the Company may at any time place legends referencing any applicable restrictions under federal, state or foreign securities law or required under any contractual obligations (as contemplated under Section 6.1) on all
certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to settlement of the Units in
the possession of the Participant in order to carry out the provisions of this Section. 
 12.
MISCELLANEOUS PROVISIONS. 
 12.1 Termination or Amendment. The
Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless
such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A of the Code. No amendment or addition to this Agreement shall be effective unless in writing.


  
 5 








 12.2 Nontransferability of the Award. Prior to the issuance of Shares on the
applicable Settlement Date, neither the Award nor any Units subject to the Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or
the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the
Participant’s guardian or legal representative. 
 12.3 Further Instruments. The parties hereto agree to execute
such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 
 12.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns. 
 12.5 Delivery of
Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided by the Participant to the Company, or upon deposit in the U.S. Post Office or foreign postal service, by
registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address
as such party may designate in writing from time to time to the other party. 
 The Plan documents may be delivered to the
Participant electronically. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. The Participant acknowledges that the Participant has read this section and consents to the electronic delivery of the Plan documents and Grant Notice. The
Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company in writing. The Participant further acknowledges that the Participant
will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to
which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company in writing of such revoked consent or revised e-mail address. Finally, the Participant understands that he or she
is not required to consent to electronic delivery of documents. 
 12.6 Integrated Agreement. The Grant Notice, this
Agreement and the Plan, together with any employment, service or other agreement between the Participant and the Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Company with respect
to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set
forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect. 

12.7 Applicable Law. This Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements
between Delaware residents entered into and to be performed entirely within the State of Delaware. 

  
 6 








 12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. 

*    *    * 
 This Restricted Stock Unit Agreement will be deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached. 

  
 7