exhibit1017






US-DOCS\118325431.1 CASPER SLEEP INC.  2020 EQUITY INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK UNIT AGREEMENT  Name of Participant:  Address:  Date of Grant:  Total Number of Restricted Stock Units:   Type of Shares Issuable on Vesting:     Common Stock  Vesting Schedule:        The RSUs shall vest according to the following         vesting schedule: [Insert vesting schedule here]  Withholding Tax Election:  By accepting this Award electronically through the Plan service  provider’s online grant acceptance policy, the Participant understands and agrees that as a condition of  the grant of the RSUs hereunder, the Participant is required to, and hereby affirmatively elects to (the  “Sell to Cover Election”), (1) sell that number of Shares determined in accordance with Article 1(E)(1)  of the Agreement as may be necessary to satisfy all applicable withholding obligations with respect to  any taxable event arising in connection with the RSUs and similarly sell such number of Shares as may  be necessary to satisfy all applicable withholding obligations with respect to any other awards of  restricted stock units granted to the Participant under the Plan or any other equity incentive plans of the  Company or its predecessor, and (2) to allow the Agent (as defined in the Agreement) to remit the cash  proceeds of such sale(s) to the Company.  Furthermore, the Participant directs the Company to make a  cash payment equal to the required tax withholding from the cash proceeds of such sale(s) directly to  the appropriate taxing authorities. The Participant has carefully reviewed Article 1(E)(1) of the  Agreement and the Participant hereby represents and warrants that on the date hereof he or she  is not aware of any material, nonpublic information with respect to the Company or any  securities of the Company, is not subject to any legal, regulatory or contractual restriction that  would prevent the Agent from conducting sales, does not have, and will not attempt to exercise,  authority, influence or control over any sales of Shares effected by the Agent pursuant to the  Agreement, and is entering into the Agreement and this election to “sell to cover” in good faith  and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 (regarding trading  of the Company’s securities on the basis of material nonpublic information) under the Securities  Exchange Act of 1934, as amended (the “Exchange Act”).  It is the Participant’s intent that this  election to “sell to cover” comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the  Exchange Act and be interpreted to comply with the requirements of Rule 10b5-1(c) under the  Exchange Act.  Exhibit 10.17 





 






    US-DOCS\118325431.1 The Company and the Participant acknowledge receipt of this Notice of Restricted Stock Unit  Grant and agree to the terms and conditions of the Restricted Stock Unit Agreement attached hereto and  incorporated by reference herein, the Company’s 2020 Equity Incentive Plan and the terms of this Notice  of Restricted Stock Unit Grant as set forth above.     CASPER SLEEP INC. PARTICIPANT  By:   By:    Name:  [_____] Name: [_____]  Title: [_____]               





 






    US-DOCS\118325431.1   CASPER SLEEP INC.    RESTRICTED STOCK UNIT AGREEMENT - INCORPORATED TERMS AND  CONDITIONS    ARTICLE I.  A. Award of RSUs .  (1) Casper Sleep Inc. (the “Company”) hereby grants to the Participant  (“Participant”) named in the Notice of Restricted Stock Unit Agreement (the “Notice of RSU  Grant”), in consideration of Participant’s past and/or continued employment with or service to the  Company or a Subsidiary and for other good and valuable consideration, effective as of the date of grant  (the “Date of Grant”) set forth in the Notice of RSU Grant the number of Restricted Stock Units (“RSUs”)  set forth in the Notice of RSU Grant, upon the terms and conditions set forth in the Company’s 2020 Equity  Incentive Plan (the “Plan”), which is incorporated herein by reference, and this Agreement, subject to  adjustment as provided in Section 14 of the Plan.  Each RSU represents the right to receive one Share, at  the times and subject to the conditions set forth herein.  However, unless and until the RSUs have vested,  Participant will have no right to the issuance of any Shares subject thereto.  Prior to the actual delivery of  any Shares, the RSUs will represent an unsecured obligation of the Company, payable only from the general  assets of the Company.  Unless otherwise defined herein or in the Notice of RSU Grant, the terms defined  in the Plan shall have the same defined meanings in this Restricted Stock Unit Agreement (the  “Agreement”).  B. Vesting of RSUs.  Subject to Participant’s continued employment with or service to the  Company or a Subsidiary on each applicable vesting date set forth in the Notice of RSU Grant and subject  to the terms of this Agreement, the RSUs shall vest in such amounts and at such times as are set forth in  the Notice of RSU Grant. In the event Participant incurs a Termination of Service, except as may be  otherwise provided by the Administrator or as set forth in a written agreement between Participant  and the Company, Participant shall immediately forfeit any and all RSUs granted under this  Agreement that have not vested or do not vest on or prior to the date on which such Termination of  Service occurs, and Participant’s rights in any such RSUs that are not so vested shall lapse and  expire.    C. Distribution or Payment of RSUs.      (1) Participant’s RSUs shall be distributed in Shares (either in book-entry form or  otherwise) as soon as administratively practicable following the vesting of the applicable RSU pursuant to  this Agreement and, in any event, within sixty (60) days following such vesting (for the avoidance of doubt,  this deadline is intended to comply with the “short-term deferral” exemption from Section 409A).   Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of RSUs if  it reasonably determines that such payment or distribution will violate Federal securities laws or any other  Applicable Law, provided that such distribution or payment shall be made at the earliest date at which the  Company reasonably determines that the making of such distribution or payment will not cause such  violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii), and provided further that no  payment or distribution shall be delayed under this Article I(C)(1) if such delay will result in a violation of  Section 409A.  (2) All distributions made in Shares shall be made by the Company in the form of  whole Shares.  





 






    US-DOCS\118325431.1 D. Conditions to Issuance of Stock.  The Company shall not be required to issue or deliver  any certificate or certificates for any Shares or to cause any Shares to be held in book-entry form prior to  the fulfillment of all of the following conditions:  (a) the admission of the Shares to listing on all stock  exchanges on which such Shares are then listed, (b) the completion of any registration or other qualification  of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange  Commission or other governmental regulatory body, which the Administrator shall, in its absolute  discretion, deem necessary or advisable, (c) the obtaining of any approval or other clearance from any state  or federal governmental agency that the Administrator shall, in its absolute discretion, determine to be  necessary or advisable and (d) the receipt by the Company of any tax obligations due on issuance of such  Shares, which may be in one or more of the forms of consideration permitted under Article I(E)(1).  E. Tax Obligations.    (1) As set forth in Section 15 of the Plan, the Company shall have the authority  and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount  sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with  respect to any taxable event arising in connection with the RSUs.  In satisfaction of such tax  withholding obligations and in accordance with the Sell to Cover Election included in the Notice of  Restricted Stock Unit Agreement, the Participant has irrevocably elected to sell the portion of the  Shares to be delivered under the RSUs necessary so as to satisfy the tax withholding obligations and  shall execute any letter of instruction or agreement required by the Company’s transfer agent  (together with any other party the Company determines necessary to execute the Sell to Cover  Election, the “Agent”) to cause the Agent to irrevocably commit to forward the proceeds necessary  to satisfy the tax withholding obligations directly to the Company and/or its affiliates.   Notwithstanding any other provision of this Agreement, the Company shall not be obligated to  deliver any new certificate representing Shares to the Participant or the Participant’s legal  representative or enter such Shares in book entry form unless and until the Participant or the  Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all  federal, state and local taxes applicable to the taxable income of the Participant resulting from the  grant or vesting of the RSUs or the issuance of Shares.  In accordance with Participant’s Sell to  Cover Election pursuant to the Grant Notice, the Participant hereby acknowledges and agrees:    (i) The Participant hereby appoints the Agent as the Participant’s agent  and authorizes the Agent to (1) sell on the open market at the then prevailing market  price(s), on the Participant’s behalf, as soon as practicable on or after the Shares are  issued upon the vesting of the RSUs, that number (rounded up to the next whole  number) of the Shares so issued necessary to generate proceeds to cover (x) any tax  withholding obligations incurred with respect to such vesting or issuance and (y) all  applicable fees and commissions due to, or required to be collected by, the Agent  with respect thereto and (2) apply any remaining funds to the Participant’s federal  tax withholding.    (ii)  The Participant hereby authorizes the Company and the Agent to  cooperate and communicate with one another to determine the number of Shares that  must be sold pursuant to subsection (i) above.    (iii)   The Participant understands that the Agent may effect sales as  provided in subsection (i) above in one or more sales and that the average price for  executions resulting from bunched orders will be assigned to the Participant’s  account.  In addition, the Participant acknowledges that it may not be possible to sell  





 






    US-DOCS\118325431.1 Shares as provided by subsection (i) above due to (1) a legal or contractual restriction  applicable to the Participant or the Agent, (2) a market disruption, or (3) rules  governing order execution priority on the national exchange where the Shares may  be traded. The Participant further agrees and acknowledges that in the event the sale  of Shares would result in material adverse harm to the Company, as determined by  the Company in its sole discretion, the Company may instruct the Agent not to sell  Shares as provided by subsection (i) above.  In the event of the Agent’s inability to  sell Shares, the Participant will continue to be responsible for the timely payment to  the Company and/or its affiliates of all federal, state, local and foreign taxes that are  required by applicable laws and regulations to be withheld, including but not limited  to those amounts specified in subsection (i) above.    (iv)  The Participant acknowledges that regardless of any other term or  condition of this Article 1(E)(1), the Agent will not be liable to the Participant for  (1) special, indirect, punitive, exemplary, or consequential damages, or incidental  losses or damages of any kind, or (2) any failure to perform or for any delay in  performance that results from a cause or circumstance that is beyond its reasonable  control.    (v) The Participant hereby agrees to execute and deliver to the Agent  any other agreements or documents as the Agent reasonably deems necessary or  appropriate to carry out the purposes and intent of this Article 1(E)(1). The Agent  is a third-party beneficiary of this Article 1(E)(1).     (vi)  This Article 1(E)(1) shall terminate not later than the date on which  all tax withholding obligations arising in connection with the vesting of the Award  have been satisfied.    Participant acknowledges and agrees that the Company may refuse to  deliver the Shares issuable with respect to the RSUs to, or cause any such Shares to be held in book- entry form by, Participant or his or her legal representative if such withholding amounts are not timely  delivered in full pursuant to this Article 1(E)(1).     (2) Code Section 409A.  This Award is not intended to constitute “nonqualified  deferred compensation” within the meaning of Code Section 409A. However, notwithstanding any  other provision of the Plan or this Agreement, if at any time the Administrator determines that this  Award (or any portion thereof) may be subject to Code Section 409A, the Administrator shall have  the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other  Person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other  policies and procedures (including amendments, policies and procedures with retroactive effect), or  take any other actions, as the Administrator determines are necessary or appropriate for this Award  either to be exempt from the application of Code Section 409A or to comply with the requirements  of Code Section 409A.  (3) Liability.  Participant is ultimately liable and responsible for all taxes owed in  connection with the RSUs, regardless of any action the Company or any of its Parents or Subsidiaries takes  with respect to any tax withholding obligations that arise in connection with the RSUs.  Neither the  Company nor any of its Parents or Subsidiaries makes any representation or undertaking regarding the  treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the  





 






    US-DOCS\118325431.1 subsequent sale of Shares.  The Company and its Parents and Subsidiaries do not commit and are under no  obligation to structure the RSUs to reduce or eliminate Participant’s tax liability.  F. Rights as Stockholder.  Neither Participant nor any Person claiming under or through  Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares  deliverable hereunder unless and until certificates representing such Shares (which may be in book-entry  form) will have been issued and recorded on the records of the Company or its transfer agents or registrars  and delivered to Participant (including through electronic delivery to a brokerage account).  Except as  otherwise provided herein, after such issuance, recordation and delivery, Participant will have all the rights  of a stockholder of the Company with respect to such Shares, including, without limitation, the right to  receipt of dividends and distributions on such Shares.  G. RSUs Not Transferable.  The RSUs may not be sold, pledged, assigned or transferred in  any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying  the RSUs have been issued, and all restrictions applicable to such Shares have lapsed.  No RSUs or any  interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant  or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation,  pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary  or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable  proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no  effect, except to the extent that such disposition is permitted by the preceding sentence.  Notwithstanding  the foregoing, with the consent of the Administrator, the RSUs may be transferred to Permitted Transferees,  pursuant to any such conditions and procedures the Administrator may require.  H. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan  and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof  and supersede in their entirety all prior undertakings and agreements of the Company and Participant with  respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except  by means of a writing signed by the Company and Participant or as is otherwise permitted under the Plan.  This Agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.  I. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND  AGREES THAT THE VESTING OF RSUS PURSUANT TO THE VESTING SCHEDULE HEREOF  AND ISSUANCE OF SHARES PURSUANT THERETO IS EARNED ONLY BY CONTINUING AS A  SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY  EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,  BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER. PARTICIPANT  FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS  CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT  CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A  SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL  NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE  COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)  TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,  WITH OR WITHOUT CAUSE.  J. Administration. The Administrator shall have the power to interpret the Plan and this  Agreement, and to adopt such rules for the administration, interpretation and application of the Plan and  this Agreement, as are consistent therewith and to interpret, amend or revoke any such rules. All actions  taken and all interpretations and determinations made by the Administrator will be final and binding upon  Participant, the Company and all other interested Persons. To the extent allowable pursuant to Applicable  





 






    US-DOCS\118325431.1 Law, no member of the Committee or the Board will be personally liable for any action, determination or  interpretation made with respect to the Plan or this Agreement.  K. Adjustments. The Administrator may accelerate the vesting of all or a portion of the RSUs  in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the RSUs  are subject to adjustment, modification and termination in certain events as provided in this Agreement and  the Plan, including Section 14 of the Plan.  L. Notices. Any notice to be given under the terms of this Agreement to the Company shall  be addressed to the Company in care of the Secretary of the Company at the Company’s principal office,  and any notice to be given to Participant shall be addressed to Participant at Participant’s address set forth  below. By a notice given pursuant to this Article 1(L), either party may hereafter designate a different  address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or  when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office  or branch post office regularly maintained by the United States Postal Service. Subject to the limitations set  forth in Section 232(e) of the General Corporation Law of the State of Delaware (the “DGCL”), Participant  consents to the delivery of any notice to Participant given by the Company under the DGCL or the  Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to the facsimile  number for Participant in the Company’s records, (ii) electronic mail to the electronic mail address for  Participant in the Company’s records, (iii) posting on an electronic network together with separate notice  to Participant of such specific posting or (iv) any other form of electronic transmission (as defined in the  DGCL) directed to Participant. This consent may be revoked by Participant by written notice to the  Company and may be deemed revoked in the circumstances specified in Section 232 of the DGCL.  M. Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement  are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange  Act and any and all Applicable Law and regulations and rules promulgated by the Securities and Exchange  Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the  contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to  such Applicable Law.   N. Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the  Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the RSUs and  this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule  under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that  are requirements for the application of such exemptive rule.  To the extent permitted by applicable law, this  Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.  O. Successors and Assigns.  The Company may assign any of its rights under this Agreement  to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns  of the Company.  Subject to the restrictions on transfer set forth in Article 1(G) and the Plan, this Agreement  shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and  assigns of the parties hereto.  P. Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests  other than as herein provided.  This Agreement creates only a contractual obligation on the part of the  Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any  underlying program, in and of itself, has any assets.  Participant shall have only the rights of a general  unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with  respect to the RSUs.  





 






    US-DOCS\118325431.1 Q. Lock-up Period.  Participant shall not offer, pledge, sell, contract to sell, sell any option or  contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,  lend, or otherwise transfer or dispose of, directly or indirectly, any Shares (or other securities) of the  Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part,  any of the economic consequences of ownership of any Shares (or other securities) of the Company held  by Participant (other than those included in the registration) for a period specified by the representative of  the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following  the effective date of any registration statement of the Company filed under the Securities Act (or such other  period as may be requested by the Company or the underwriters to accommodate regulatory restrictions.