Exhibit 10.6


 


RAFAEL
HOLDINGS, INC.

2018 EQUITY INCENTIVE PLAN 


 


EMPLOYEE

RESTRICTED STOCK AGREEMENT


 





 



 


«FIRSTNAME»
«LASTNAME»


Rafael
Holdings, Inc.

520 Broad Street


Newark,
NJ 07102


 


This
Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective
Date”) under the Rafael Holdings, Inc. 2018 Equity Incentive Plan, as the same may be amended, modified or restated from
time to time (the “Plan”), upon the terms and conditions described herein.


 


1. Grant
of Restricted Stock. Pursuant to action of the Compensation Committee of the Board of Directors, Rafael Holdings, Inc. (the
“Company”) hereby grants you under the Plan an aggregate of «RESTRICTED_SHARES_» shares of Restricted
Stock of the Company’s Class B Common Stock (the “Restricted Shares”), subject to the terms and conditions hereinafter
set forth. This grant is a matter of separate inducement and is not in lieu of salary or other compensation for your services.


 


2. Closing.
The transfer of the Restricted Shares shall occur simultaneously with the execution of this Agreement. Concurrently with the execution
of this Agreement, the Company may issue one or more certificates representing the Restricted Shares (which shall be held by the
Company pursuant to paragraph 6 below until the applicable Restrictions (as defined in paragraph 3 below) have lapsed).


 


3. Restrictions.
The Restricted Shares are being awarded to you subject to (i) the transfer and forfeiture restrictions set forth in this
paragraph 3 below (the “Restrictions”), which shall lapse after the expiration of the vesting periods described in
paragraph 4 below, (ii) satisfaction of the tax withholding requirements set forth in paragraph 8 below, and (iii) compliance
with the Company’s Insider Trading Policy.


 


(a) Transfer.
You may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign,
pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions, except for such assignments
as are allowed under the Plan, provided that, in all cases, such transferee executes a written consent to be bound by the terms
of this Agreement.


 






    


     


    

 


(b) Forfeiture.
Subject to exceptions as may be determined by the Compensation Committee of the Board of Directors, if your continuous employment
or consulting relationship with the Company or any majority-owned subsidiary of the Company shall terminate for any reason or
you cease for any reason to be a Non-Employee Director of the Company or any majority-owned subsidiary of the Company, all Restricted
Shares for which the Restrictions have not lapsed at such time shall be returned to or canceled by the Company, and shall be deemed
to have been forfeited by you. Upon a forfeiture of your Restricted Shares, the Company will not be obligated to pay you any consideration
whatsoever for the forfeited Restricted Shares.


 


4. Lapse
of Restrictions. 


 


(a) The
Restrictions shall lapse to the extent the Restricted Shares have become vested, as follows: «VESTING ».


 


(b) All
of the Restricted Shares shall become vested and the Restrictions shall lapse with respect to any unvested Restricted Shares upon
a Change in Control (as defined in the Plan).


 


(c) To
the extent the Restrictions shall have lapsed under this paragraph 4 with respect to any portion of the Restricted Shares, those
shares (“Vested Shares”) will be free of the terms and conditions of this Agreement except those terms and conditions
contained in paragraph 8 below; provided, however, that such Vested Shares shall remain subject to the terms and conditions of
the Company’s Insider Trading Policy.


 


5. Adjustments.
The terms “Restricted Shares” and “Vested Shares” shall include any shares or other securities that you
receive or become entitled to receive under the Plan as a result of your ownership of the original Restricted Shares.


 


6. Custody.
Any certificates representing the Restricted Shares (other than Vested Shares) shall be deposited with the Company. The Company
is hereby authorized to effectuate the transfer into its name of all certificates representing the Restricted Shares that are
forfeited or otherwise transferred to the Company pursuant to either paragraph 3 above or paragraph 8 below.


 


7. Voting
and Other Rights. 


 


(a) Upon
the registration of the Restricted Shares in your name, you shall have all of the rights and status as a stockholder of the Company
with respect to the Restricted Shares, including the right to vote such shares and to receive dividends or other distributions
thereon. All such rights and status as a stockholder of the Company with respect to the Restricted Shares shall terminate if the
Restricted Shares are forfeited pursuant to either paragraph 3 above or paragraph 8 below.


 


(b) The
grant of the Restricted Shares to you does not confer upon you any right to continue in the employ of the Company.


 






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8. Withholding
Taxes. The award or other transfer of the Restricted Shares, and the lapse of Restrictions on the Restricted Shares, shall
be conditioned further on any applicable withholding taxes being paid by you. Such taxes may be paid by one or more of the following
methods, at the Company’s sole discretion: (i) deducting the amount so required to be withheld from any other amount (or
Restricted Shares issuable) then or thereafter to be provided to you, including by deducting any such amount from your salary
or other amounts payable to you, to the maximum extent permitted under law and/or (ii) requiring you to pay to the Company,
the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Restricted Shares
and/or (iii) causing the sale of any Restricted Shares held by you to cover such liability, up to the amount required to satisfy 
minimum statutory withholding requirements or by the withholding by the Company of, or delivery to the Company of, Restricted
Shares, including Restricted Shares otherwise issuable to you. In addition, you will be required to pay any amount due in excess
of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations and rules. One or more
of these methods may not be available upon vesting.


 


9. Incorporation
of Plan Provisions. This Agreement is made pursuant to the Plan and is subject to all the terms and provisions of the Plan
as if the same were fully set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth for
such terms in the Plan. To the extent that there is any inconsistency between this Agreement and the terms of the Plan, the terms
of this Agreement shall govern.


 


10. Stock
Power. At the Company’s request, you hereby agree to promptly execute any document, including a stock power endorsed
in blank, that is necessary to comply with the terms of this Agreement.


 


11. Successors.
This Agreement shall be binding upon and inure to the benefit of any successor of the Company and your successors, assigns and
estate, including your executors, administrators and trustees.


 


12. Amendment
or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed
to in writing and signed by each party hereto. No waiver by either party hereto of any breach by another party hereto of any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar of dissimilar condition
or provision at the same time, any prior time or any subsequent time.


 


13. Notices.
Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail or overnight delivery
to the proper address. Notices to employees sent via e-mail shall be deemed to satisfy the requirements of this paragraph 13.
All notices to the Company shall be addressed to it at:


 


Rafael
Holdings, Inc.


520
Broad Street


Newark,
NJ 07102


Fax:
973-453-8200


Attention:
Options Administrator


 






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14. Severability.
If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined
by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable,
shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted
by law.


 


15. Governing
Law. This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without regard to
principles of conflicts of laws.


 


16. Headings.
All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of
this Agreement is to be construed by reference to the heading of any section or paragraph.


 


17. Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.


 


To
confirm your acceptance of the foregoing, please sign and date below under “Accepted and Agreed” and return one copy
of this Agreement to the Human Resources Department, Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102.


 





	 	RAFAEL HOLDINGS, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	David Polinsky
	 	 	Title:	Chief Financial Officer



 





	ACCEPTED AND AGREED:	 
	 	 
	 	 
	Name: «FIRSTNAME» «LASTNAME»	 






 





	Date:	 	 



 


 


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