Exhibit
10.14


  


SOLUNA
HOLDINGS, INC.


 


Amended
and Restated 2021 Stock Incentive Plan


 


Restricted
Stock Unit Agreement





 


Soluna
Holdings, Inc. (the “Company”) hereby enters into this Restricted Stock Unit Agreement, dated as of the date
set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the Restricted
Stock Units (“RSUs”) specified herein pursuant to the Soluna Holdings, Inc. Amended and Restated 2021 Stock Incentive
Plan, as amended and in effect from time to time. The Terms and Conditions attached hereto are also a part hereof.


 


	Name
    of recipient (the “Recipient”):	 
	Date
    of this RSU grant:	 
	Number
    of shares of the Company’s Common Stock (the “Underlying Shares”) underlying the equivalent number
    of restricted stock units (the “RSUs”) granted pursuant to this Agreement:	 
	Additional
    Consideration Payable upon Grant of RSUs, if any:	 
	Right
    to Dividends during Deferral Period:	The
    Committee may on or after the date of grant, authorize the payment of dividends or other distribution equivalents on Shares
    in cash or additional Shares on a current, deferred or contingent basis.


 


Deferral
Period:


 


	[_____]
    Underlying Shares	[Date]
	[          ]
    Underlying Shares	[Date]
	[          ]
    Underlying Shares	[Date]






 


 





	
	 	SOLUNA
                    HOLDINGS, INC.














	 
		 	 	 	 
	Signature
    of Recipient	 	By:	 	 
	 	 	 	Name:	 
	[Name	 	 	Title:	 
	Address]	 	 	 	 





 









    


     

    

 


SOLUNA
HOLDINGS, INC.


 


Restricted
Stock Unit Agreement – Terms and Conditions


 


Soluna
Holdings, Inc. (the “Company”) agrees to award to the recipient specified on the cover page hereof (the “Recipient”),
and the Recipient agrees to accept from the Company, the number of restricted stock units (the “RSUs”) specified
on the cover page hereof representing an equivalent number of shares of the Company’s Common Stock (the “Underlying
Shares”), on the following terms:


 


1.          
Grant Under Plan. This Restricted Stock Unit Agreement (this “Agreement”) is made pursuant to and is
governed by the Company’s Amended and Restated 2021 Stock Incentive Plan, as amended and in effect from time to time (the
“Plan”). Capitalized terms used in this Agreement (including, but not limited to, the cover page hereof) but
not defined herein have the respective meanings specified in the Plan or the Employment Agreement, as applicable.


 


2.           Vesting of Deferral Period if Business Relationship Continues.


 


(a)         Vesting Schedule. The RSUs and Underlying Shares shall vest as provided on the cover page hereof provided that the Recipient
has maintained continuously a Business Relationship with the Company through the applicable vesting date. Except as specifically
provided in Section 2(c) below, if the Recipient’s Business Relationship with the Company is terminated by the Company
or by the Recipient for any reason, whether voluntarily or involuntarily, no additional RSUs shall become vested RSUs under any
circumstances with respect to the Recipient. Any determination under this Agreement as to Business Relationship status or other
matters referred to above shall be made in good faith by the Committee or the Board, whose decision shall be final and binding
on all parties.


 


“Business
Relationship” means service to the Company or its successor in the capacity of an employee, officer, director, consultant
or advisor.


 


(b)       Termination
of Business Relationship. For purposes hereof, a Business Relationship shall not be considered as having terminated during
any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval,
or applicable law, contractually obligates the Company to continue the Business Relationship of the Recipient after the approved
period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of
RSUs shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave
of Absence) unless otherwise provided in the Company’s written approval of the leave of absence that specifically refers
to this Agreement. A Business Relationship shall also include a consulting arrangement between the Recipient and the Company that
immediately follows termination of employment, but only if so stated in a written consulting agreement executed by the Company
that specifically refers to this Agreement.


 


(c)         Acceleration.
The Committee or Board may at any time provide that all or any portion of the RSUs awarded pursuant to this Agreement shall become
free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing
actions may cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs.


 


(d)         Notwithstanding
the other sections of this Section 2, if there is a Change of Control (as defined herein), all remaining unvested shares of RSUs
shall be immediately vested upon the Change of Control.  “Change in Control” shall mean a merger or consolidation
in which securities constituting more than 50% of the total combined voting power of the Company's outstanding securities are
transferred to a person or persons that do not own more than 50% of the combined voting power of the Company's securities immediately
prior to such transaction, or the sale, transfer or other disposition of all or substantially all of the Company's assets to a
non-affiliate of the Company.


 






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3.           Issuance
of Underlying Shares. With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Section 5, the Company
shall issue to the Recipient, as soon as practicable following the applicable vesting date specified on the cover page hereof,
the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of
any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company
wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying
Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such
blackout period. The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon
as practicable after the expiration of the blackout period.


 


4.           Restrictions
on Transfer. The Recipient shall not sell, assign, transfer, pledge, encumber or dispose of all or any of his or her RSUs.


 


5.           Withholding
Taxes. The Company may withhold any and all applicable taxes required to be by the Company, in connection with the vesting
or issuance of the RSUs and Underlying Shares to the Recipient, as provided in the Plan.


 


Recipient
further agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions
of this Section 5 and the Recipient hereby grants the Company an irrevocable power of attorney to sign such additional
documents on the Recipient’s behalf if the Company is unable after reasonable efforts to obtain the Recipient’s signature
on such additional documents. This power of attorney is coupled with an interest and is irrevocable by the Recipient.


 


6.           Provision
of Documentation to Recipient. By signing the cover page of this Agreement, the Recipient acknowledges receipt of a copy of
this Agreement, a copy of the Plan, and a copy of the Plan’s related prospectus.


 


7.           Section
409A of the Internal Revenue Code. The RSUs granted hereunder are intended to avoid the potential adverse tax consequences
to the Recipient of Section 409A of the Internal Revenue Code of 1986, as amended, and the Committee or the Board may make such
modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences.


 


8.      
    Rights as Stockholder. The Recipient shall have no rights as a stockholder of the Company with
respect to any RSUs covered by this Agreement until the issuance of the Underlying Shares.


 


9.       
   Miscellaneous.


 


(a)       Notices.
All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, if to the Recipient, to the address set forth on the cover page hereof or at the address shown on the
records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate
Secretary.


 






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(b)       Entire
Agreement; Modification. This Agreement constitutes the entire agreement between the parties relative to the subject matter
hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject
matter of this Agreement (other than the Employment Agreement). This Agreement may be modified, amended or rescinded only by a
written agreement executed by both parties’ signatories to this Agreement. In the event of a conflict between the terms
of this Agreement and the Plan, the terms of the Plan shall control.


 


(c)
      Fractional RSUs or Underlying Shares. All fractional RSUs or Underlying Shares
resulting from the adjustment provisions contained in the Plan shall be rounded down to the nearest whole unit or share.


 


(d)       Severability.
The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality
or enforceability of any other provision.


 


(e)       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth herein.


 


(f)       Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of Nevada without giving effect to the
principles of the conflicts of laws thereof.


 


(g)       Construction.
This Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this
Agreement, the Plan shall control. The titles of the sections of this Agreement and of the Plan are included for convenience only
and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular
shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein
shall have the meanings given to them in the Plan.


 


(h)       Data
Privacy. By entering into this Agreement and except as otherwise provided in any data transfer agreement entered into by
the Company, the Recipient: (i) authorizes the Company, and any agent of the Company administering the Plan or providing Plan
recordkeeping services, to disclose to the Company such information and data as the Company shall request in order to facilitate
the grant of RSUs or the issuance of Shares in connection with RSUs and the administration of the Plan; (ii) waives any data privacy
rights he or she may have with respect to such information; and (iii) authorizes the Company to store and transmit such information
in electronic form. For purposes of this Section 13(f), the term “Company” refers to the Company, its Subsidiaries
and any other affiliate.


 


(i)       No
Obligation to Continue Business Relationship. Neither the Plan, nor this Agreement, nor any provision hereof imposes any obligation
on the Company to continue a Business Relationship with the Recipient.


 








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