Exhibit 10.4


 


NOTICE OF GRANT OF RESTRICTED STOCK UNIT
AWARD


 


TANDON DIGITAL, INC.


2012 OMNIBUS INCENTIVE PLAN


 


FOR GOOD AND VALUABLE CONSIDERATION, Tandon Digital, Inc.
(the “Company”) hereby grants, pursuant to the provisions of the Company’s 2012 Omnibus Incentive Plan (the
“Plan”), to the Participant designated in this Notice of Grant of Restricted Stock Unit Award (the “Notice”)
the number of shares of the common stock of the Company set forth in the Notice, subject to certain restrictions as outlined below
in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Unit Award (the
“Agreement”). Also enclosed is a copy of the information statement describing important provisions of the Plan.


 


		Participant:	[__________]



 


		Grant Date:	[__________]



 


# of Restricted Stock Units:     [________]


 


Purchase Price:Subject to the withholding provisions
of Section 5 of the Terms and Conditions, this Restricted Stock Unit Award does not require the Participant to pay any purchase
price or other cash consideration in connection with this Award, including the issuance or delivery of Common Stock upon vesting
of the Award.


 


Vesting Schedule:Subject to the provisions contained
in Sections 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Unit Award shall vest, and the applicable Restrictions
set forth in the Terms and Conditions shall lapse in accordance with the following schedule, in the event the Participant does
not have a Termination of Service prior to the applicable vesting date:


 


	Date of Vesting	 	Cumulative Amount Vested	 
	[Sample Vesting Schedule]	 	 	 	 
	First Anniversary of Grant Date	 	 	25	%
	Second Anniversary of Grant Date	 	 	50	%
	Third Anniversary of Grant Date	 	 	75	%
	Fourth Anniversary of Grant Date	 	 	100	%]



 


Change in Control: Unless otherwise specified in this
Notice, no accelerated vesting of any Restricted Stock Units shall occur in the event of a Change in Control of the Company (as
defined in and subject to the provisions of the Plan).


 


Forfeiture: The Participant’s rights in the Restricted
Stock Unit Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited
in full in the event of the Participant’s Termination of Service for any reason.


 


By signing below, the Participant agrees that this Restricted
Stock Unit Award is granted under and governed by the terms and conditions of the Company’s 2007 Omnibus Incentive Plan and
the attached Terms and Conditions.


 


	Participant	 	Tandon Digital, Inc.
	 	 	 
	 	 	By: 	 
	 	 	 	Title: 	 
	Date: 	 	 	Date: 	 


 




     


     


    

 


TERMS AND CONDITIONS OF RESTRICTED STOCK
UNIT AWARD


 


These Terms and Conditions of Restricted Stock Unit Award relates
to the Notice of Grant of Restricted Stock Unit Award (the “Notice”) attached hereto, by and between Tandon Digital,
Inc. (the “Company”), and the person identified in the Notice (the “Participant”).


 


The Board of Directors of the Company has authorized and approved
the 2012 Omnibus Incentive Plan (the “Plan”), which has been approved by the Company’s stockholders. The Committee
has approved an award to the Participant of a number of shares of the Company’s common stock, conditioned upon the Participant’s
acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms
and Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference
to the Company shall include a reference to any Affiliate.


 


1.           Grant
of Restricted Stock Units.


 


(a)          As
of the Grant Date set forth in the Notice of Grant, the Company grants to the Participant the number of Restricted Stock Units
set forth in the Notice of Grant (the “Units”), which represent shares of the Company’s Common Stock. The Units
are subject to the restrictions set forth in Section 2 of this Agreement, these Terms and Conditions, the provisions of the Plan
and the other provisions contained in these Terms and Conditions.


 


(b)          The
Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted
Period. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the
satisfaction of all other applicable conditions as to the Units, such Units (and any related Dividend Units described in Section
1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash or shares of Common Stock as provided in Section
1(e) of this Agreement and otherwise in accordance with the Plan.


 


(c)          With respect to each Unit, whether or
not vested, that has not been forfeited (but only to the extent such award of Units has not been settled for cash or Common Stock),
the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Participant’s bookkeeping
account a number of Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would
have been paid with respect to such Unit if it were an outstanding share of Common Stock (the “Dividend Units”). These
Dividend Units thereafter shall (i) be treated as Units for purposes of future dividend accruals pursuant to this Section 1(c);
and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend
Units were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Participant’s
bookkeeping account and shall vest at the same time as the Units in respect of which they are made (in each case in the same form,
based on the same record date and at the same time, as such dividend or other distribution is paid on such Common Stock).


 


(d)          The
Company’s obligations under this Agreement (with respect to both the Units and the Dividend Units, if any) shall be unfunded
and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights
of Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition,
the Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which Common Stock is then listed, any Company policy and any
applicable federal or state securities law.


 




     


     


    

 


(e)          Except
as otherwise provided in this Agreement, settlement of the Units in accordance with the provisions of this Section 1(e) shall be
delivered as soon as practicable after the end of the Restricted Period, and upon the satisfaction of all other applicable conditions
as to the Units (including the payment by the Participant of all applicable withholding taxes). The Units so payable to the Participant
shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock (determined as
of the first business day next following the last day of the Restricted Period), or in a combination of the two, as determined
by the Committee in its sole discretion.


 


2.           Restrictions.


 


(a)          The
Participant shall have no rights as a stockholder of the Company by virtue of any Unit unless and until such Unit vests and resulting
shares of Common Stock are issued to the Participant:


 


(b)          None of the Units may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, except as may be permitted by the Plan or
as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with
the Plan.


 


(c)          Any
attempt to dispose of the Units or any interest in the Units in a manner contrary to the restrictions set forth in this Agreement
shall be void and of no effect.


 


3.          Restricted
Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on the date
the Units, or such applicable portion of the Units, are deemed vested under the schedule set forth in the Notice Subject to the
provisions contained in Section 4, 5 and 6, the Units shall be deemed vested and no longer subject to forfeiture under Section
4 upon expiration of the Restricted Period, and the satisfaction of all other applicable conditions as to the Units (including
the payment by the Participant of all applicable withholding taxes).


 


4.           Forfeiture.


 


Subject to Section 6 hereof,
if during the Restricted Period (i) the Participant incurs a Termination of Service, (ii) there occurs a material breach
of the Notice or these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations
described in Section 5(b) hereof, all rights of the Participant to the Units that have not vested in accordance with Section 3
as of the date of such termination shall terminate immediately and be forfeited in their entirety.


 


5.           Withholding.


 


(a)          The
Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with
respect to any income recognized by the Participant with respect to the Units.


 




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(b)          The
Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of the Plan.


 


(c)          Subject
to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i)
by having withheld from this Award at the appropriate time that number of whole shares of Common Stock whose Fair Market Value
is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in
cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.


 


6.           Committee’s
Discretion. Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under
Section 7.02(b) of the Plan to waive any forfeiture of the Units as set forth in Section 4 hereof, the Restricted Period and any
other conditions set forth in this Agreement.


 


7.           Defined
Terms. Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan,
unless such term is defined in any Employment Agreement between the Participant and the Company or an Affiliate. Any terms used
in the Notice and Agreement, but defined in the Participant’s Employment Agreement are incorporated herein by reference and
shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of the
Employment Agreement.


 


8.           Nonassignability.
The Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter
vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged,
hypothecated, or otherwise encumbered or disposed of until the restrictions on such Units, as set forth in the Notice and Agreement,
have lapsed or been removed.


 


9.           Participant
Representations. The Participant hereby represents to the Company that the Participant has read and fully understands the
provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan
is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors
with respect to the tax consequences of this restricted stock award.


 


10.          Regulatory
Restrictions on the Units. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Common
Stock in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common
Stock pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such
shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.


 


11.          Miscellaneous.


 


		11.1	Notices. All notices, requests, deliveries,
payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall
be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return
receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as
either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed
as provided herein.



 




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		11.2	Waiver. The waiver by any party hereto of a breach
of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent
breach.



 


		11.3	Entire Agreement. These Terms and Conditions, the
Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.



 


		11.4	Binding Effect; Successors. These Terms and Conditions
shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective
heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer
on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives
any rights, remedies, obligations or liabilities.



 


		11.5	Governing Law. The Notice and these Terms and Conditions
shall be governed by and construed in accordance with the laws of the State of Delaware.



 


		11.6	Headings. The headings contained herein are for
the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of these Terms and Conditions.



 


		11.7	Conflicts; Amendment. The provisions of the Plan
are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of these
Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written
agreement of the parties hereto.



 


		11.8	No Right to Continued Employment. Nothing in the
Notice or these Terms and Conditions shall confer upon the Participant any right to continue in the employ or service of the Company
or affect the right of the Company to terminate the Participant’s employment or service at any time.



 


		11.9	Further Assurances. The Participant agrees, upon
demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments
and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions
and purposes of the Notice and these Terms and Conditions and the Plan.



 




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