Exhibit 10.4


 


[Form Of]


 


BRC INC.


2022 OMNIBUS INCENTIVE PLAN


 


RESTRICTED STOCK UNIT GRANT NOTICE


 


Pursuant to the terms and
conditions of the BRC Inc. 2022 Omnibus Incentive Plan, as amended from time to time (the “Plan”), BRC Inc.,
a Delaware public benefit corporation (the “Company”), hereby grants to the individual listed below (“you”
or the “Participant”) the number of restricted stock units (the “RSUs”) set forth
below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein, in the
Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and in the Plan,
each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in
the Plan. In addition, as a condition to receipt of the RSUs, you must execute and continue to comply with the Restrictive Covenant Agreement
attached hereto as Exhibit B.


 


	Type of Award:	Restricted Stock Units
	 	 
	Participant:	 
	 	 
	Date of Grant:	 
	 	 
	Vesting Commencement Date:	 
	 	 
	Total Number of Restricted Stock Units:	 
	 	 
	Vesting Schedule:    	Subject to Sections 3 and 6 of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest according to the following schedule, so long as you remain continuously employed by the Company or an Affiliate from the Date of Grant through each such vesting date (each, a “Vesting Date”): 



 


By your signature below, you
agree to be bound by the terms and conditions of the Plan, the Agreement and this Restricted Stock Unit Grant Notice (this “Grant
Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully
understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final
all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this
Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts),
each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.


 






     


     


    

 


Notwithstanding any provision
of this Grant Notice or the Agreement, if you have not executed this Grant Notice within 90 days following the Date of Grant set forth
above, your award may be forfeited.


 


[Signature Page Follows]


 






    2 


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Grant Notice to be executed by an officer thereunto duly authorized, and Participant
has executed this Grant Notice, effective for all purposes as provided above.


 


	 	BRC INC.



 


 


		By:	 



		Name:	 



		Title:	 



 


 


	 	PARTICIPANT


 


 


	 	 
	 	Name:



 


Signature
Page to


Restricted
Stock Unit Grant Notice


 






     


     


    

 


EXHIBIT A


 


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock Unit
Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made
as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between BRC Inc., a Delaware corporation
(the “Company”), and ____________ (the “Participant”). Capitalized terms used
but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.


 


1.          Award. 
In consideration of Participant’s past and/or continued employment with, or service to, the Company or an Affiliate and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth
in the Grant Notice (the “Date of Grant”), the Company hereby grants to Participant the number of RSUs set forth
in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein
by reference as a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan
shall control. To the extent vested, each RSU represents the right to receive one Share, subject to the terms and conditions set forth
in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in the Grant Notice,
Participant will have no right to receive any Shares or other payments in respect of the RSUs. Prior to settlement of this Award, the
RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.


 


2.          Vesting
of RSUs. Except as otherwise set forth in Sections 3 or 6, the RSUs shall vest
in accordance with the vesting schedule set forth in the Grant Notice.  Unless and until the RSUs have vested in accordance with
such vesting schedule, Participant will have no right to receive any dividends or other distribution with respect to the RSUs.


 


3.          Termination
and Forfeiture of RSUs.


 


(a)          Upon
Participant’s Termination of Service prior to the vesting of all of the RSUs, any unvested RSUs (and all rights arising from such
RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without
further notice and at no cost to the Company.


 


(b)          Notwithstanding
the foregoing,


 


(i)            upon
Participant’s Termination of Service by the Company or an Affiliate due to Participant’s death or Disability, the portion
of the RSUs which would have vested on the first Vesting Date following such Termination of Service shall immediately vest and be settled
pursuant to Section 5 hereof, and any and all then-unvested RSUs (and all rights arising from such RSUs and from being a holder
thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no
cost to the Company; or


 






    Exhibit A-1 


     


    

 


(ii)           upon
the occurrence of a Change in Control,


 


(A)          to
the extent the RSUs are not assumed by the surviving entity in connection with such Change in Control, one-hundred percent (100%) of
the RSUs shall vest as of the date of such Change in Control and be settled pursuant to Section 5 hereof; or


 


(B)           to
the extent the RSUs are assumed by the surviving entity in connection with such Change in Control, upon Participant’s Termination
of Service by the Company or an Affiliate without Cause or Participant’s resignation for Good Reason within the period that is three
months prior to or twelve (12) month’s following period following such Change in Control, one-hundred percent (100%) of the RSUs
shall vest as of the date of such Termination of Service (or, if later, the date of the Change in Control) and be settled pursuant to
Section 5 hereof.


 


(c)          For
purposes of this Section 3:


 


(i)            “Good
Reason” shall mean the occurrence, without Participant’s written consent, of: (A) a materially adverse change
in Participant’s reporting obligations; (B) a materially adverse diminution in Participant’s employment duties, responsibilities
or authority, or the assignment to Participant of duties that are materially and adversely inconsistent with his or her position; (C) any
reduction in base salary other than any reduction of up to 20% that affects all officers of the Company; provided, that Participant may
terminate his or her employment for Good Reason only if (x) within ninety (90) days of the date Participant has actual knowledge
of the occurrence of an event of Good Reason, Participant provides written notice to the Company specifying such event, (y) the Company
does not cure such event within sixty (60) days of such notice for other events and (z) Participant actually terminates his or her
employment within thirty (30) business days of the end of such cure period


 


4.          Dividend
Equivalents. In the event that the Company declares and pays a dividend in respect of its
outstanding Shares and, on the record date for such dividend, Participant holds RSUs granted pursuant to this Agreement that have not
been settled, the Company shall record the amount of such dividend in a bookkeeping account and pay to Participant an amount in cash equal
to the cash dividends Participant would have received if Participant was the holder of record, as of such record date, of a number of
Shares equal to the number of RSUs held by Participant that have not been settled as of such record date, such payment to be made on the
date on which such RSUs are settled in accordance with Section 5 (the “Dividend Equivalents”). For
purposes of clarity, if the RSUs (or any portion thereof) are forfeited by Participant pursuant to the terms of this Agreement, then Participant
shall also forfeit the Dividend Equivalents, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the Dividend
Equivalents between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalents.


 


5.          Settlement
of RSUs. As soon as administratively practicable following the vesting of RSUs pursuant
to Section 2 or Section 3, but in no event later than 30 days after such vesting date, the Company shall deliver
to Participant a number of Shares equal to the number of RSUs subject to this Award. All Shares issued hereunder shall be delivered either
by delivering one or more certificates for such shares to Participant or by entering such shares in book-entry form, as determined by
the Committee in its sole discretion. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 5
nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured
obligation of any kind.


 






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6.          Restrictive
Covenants. Notwithstanding any provision in this Agreement or the Plan to the contrary, in
the event the Committee determines that Participant has failed to abide by the provisions of any confidentiality, non-competition or non-solicitation
covenant in any agreement by and between the Company or any Affiliate and Participant (including, without limitation, those set forth
in Exhibit B), then all RSUs that have not been settled as of the date of such determination (and all rights arising from
such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited
without further notice and at no cost to the Company.


 


7.          Tax
Withholding. To the extent that the receipt, vesting or settlement of this Award results
in compensation income or wages to Participant for federal, state, local and/or foreign tax purposes, Participant shall make arrangements
satisfactory to the Company regarding the payment of, any income tax, social insurance contribution or other applicable taxes that are
required to be withheld in respect of this Award, which arrangements include the delivery of cash or cash equivalents, Shares (including
previously owned Shares (which is not subject to any pledge or other security interest), net settlement, a broker-assisted sale, or other
cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or
any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender
of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have
an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined
based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized
without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction
of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash to the Participant.
Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition
of the underlying shares and that Participant has been advised, and hereby is advised, to consult a tax advisor. Participant represents
that Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers,
directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective
lenders and financial representatives) for tax advice or an assessment of such tax consequences.


 


8.          Employment
Relationship. For purposes of this Agreement, Participant shall be considered to be employed
by the Company or an Affiliate as long as Participant remains an employee of any of the Company, an Affiliate or a corporation or other
entity (or a parent or subsidiary of such corporation or other entity) assuming or substituting a new award for this Award.


 


9.          Non-Transferability. 
During the lifetime of the Participant, 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. Neither the RSUs nor any interest or right therein 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.


 






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10.       Compliance
with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the
issuance of Shares hereunder will be subject to compliance with all applicable requirements of applicable law with respect to such securities
and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder
if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market
system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement
under the Securities Act is in effect at the time of such issuance with respect to the shares to be issued or (b) in the opinion
of legal counsel to the Company, the shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction
the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder
will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not
been obtained. As a condition to any issuance of Shares hereunder, the Company may require Participant to satisfy any requirements that
may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect to such compliance as may be requested by the Company.


 


11.       Rights
as a Stockholder. Participant shall have no rights as a stockholder of the Company with respect
to any Shares that may become deliverable hereunder unless and until Participant has become the holder of record of such Shares, and no
adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except
as otherwise specifically provided for in the Plan or this Agreement.


 


12.       Execution
of Receipts and Releases. Any issuance or transfer of Shares or other property to Participant
or Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction
of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require Participant or Participant’s
legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt
therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify
the date of settlement with respect to vested RSUs.


 


13.       No
Right to Continued Employment, Service or Awards. Nothing in the adoption of the Plan, nor
the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon Participant the right to continued
employment by, or a continued service relationship with, the Company or any Affiliate, or any other entity, or affect in any way the
right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time.
Unless otherwise provided in a written employment agreement or by applicable law, Participant’s employment by the Company, or any
such Affiliate, or any other entity shall be on an at-will basis, and the employment relationship may be terminated at any time by either
Participant or the Company, or any such Affiliate, or other entity for any reason whatsoever, with or without cause or notice. Any question
as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the
Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes. The grant of the RSUs is a
one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right to receive a
grant of restricted stock units or other Awards or any payment or benefits in the future, including any adjustment to wages, overtime,
benefits or other compensation. Any future Awards will be granted at the sole discretion of the Company.


 






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14.       Notices.
All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):


 


If to the Company, unless otherwise
designated by the Company in a written notice to Participant (or other holder):


 


BRC Inc.


attn.: General Counsel

1144 500 W.


Salt Lake City, Utah 84101


 


If to the Participant, at Participant’s last known
address on file with the Company.


 


Any notice that is delivered personally or by
overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to Participant when it is mailed
by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and
mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close
of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.


 


15.       Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format,
Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required
to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered
by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to
which Participant has access. Participant hereby consents to any and all procedures the Company has established or may establish for an
electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees
that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.


 






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16.       Agreement
to Furnish Information. Participant agrees to furnish to the Company all information requested
by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any applicable statute
or regulation.


 


17.       Entire
Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with
regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the
parties with respect to the RSUs granted hereby; provided ̧ however, that the terms of this Agreement shall not modify and shall
be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or
other entity) and Participant in effect as of the date a determination is to be made under this Agreement. Without limiting the scope
of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating
to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend
this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided
in the Plan or this Agreement, any such amendment that materially and adversely reduces the rights of Participant shall be effective only
if it is in writing and signed by both Participant and an authorized officer of the Company.


 


18.       Severability
and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement
is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability
of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach
of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure
of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action
at any time while or after such breach or condition giving rise to such rights continues.


 


19.       Company
Recoupment of Awards. Participant’s rights with respect to this Award shall in all
events be subject to (a) all rights that the Company may have under any Company recoupment policy or any other agreement or arrangement
with the Participant, and (b) all rights and obligations that the Company may have regarding the clawback of “incentive-based
compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder form
time to time by the U.S. Securities and Exchange Commission.


 


20.       Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of DELAWARE applicable to contracts made and
to be performed therein, exclusive of the conflict of laws provisions of DELAWARE LAW.


 


21.       Successors
and Assigns. The Company may assign any of its rights under this Agreement without Participant’s
consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer set forth herein and in the Plan, this Agreement will be binding upon Participant and Participant’s beneficiaries, executors,
administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.


 






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22.       Headings;
References; Interpretation. Headings are for convenience only and are not deemed to be part
of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references
herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement.
The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including”
shall be construed as meaning “including without limitation.” Unless the context requires otherwise, all references herein
to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended,
supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars”
or “$” in this Agreement refer to United States dollars. Whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and
vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether
under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and
shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions
of the parties hereto.


 


23.       Counterparts. 
The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment
to electronic mail shall be effective as delivery of a manually executed counterpart of the Grant Notice.


 


24.       Section 409A.
Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt
from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such
intent. For purposes of Section 409A of the Code, each payment of compensation
under this Agreement shall be treated as a separate payment of compensation for purposes of Section 409A of the Code. Nevertheless,
to the extent that the Committee determines that the RSUs may not be exempt from Section 409A of the Code, then, if Participant is
deemed to be a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at
a time when Participant becomes eligible for settlement of the RSUs upon his “separation from service” within the meaning
of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of
the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following Participant’s separation
from service and (b) Participant’s death. Notwithstanding the foregoing, the Company and its Affiliates make no representations
that the RSUs provided under this Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the
Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by
Participant on account of non-compliance with Section 409A of the Code.


 


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EXHIBIT B