Exhibit 10.9


 


TATTOOED CHEF, INC.


 


RESTRICTED STOCK UNIT GRANT NOTICE

(2020 INCENTIVE AWARD PLAN)


 


Tattooed Chef, Inc., a Delaware
corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as may be amended from time to time
(the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”)
set forth below, each of which represents the right to receive one Common Share without any payment for such shares. This award
is subject to all of the terms and conditions as set forth in this notice, in the corresponding Restricted Stock Unit Agreement
and the Plan, which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein
but defined in the Plan or the Restricted Stock Unit Agreement will have the same definitions as in the Plan or the Restricted
Stock Unit Agreement. If there is any conflict between the terms in this notice, Exhibit A to this notice, the
corresponding Restricted Stock Unit Agreement and the Plan, then such conflict or inconsistency shall be resolved by giving such
documents precedence in the following order: Exhibit A, this notice, the corresponding Restricted Stock Unit Agreement
then the Plan.


 


	 	Participant	 
	 	Date of Grant:	 
	 	Vesting Commencement Date:	 
	 	Number of RSUs:	 
	 	[Expiration Date]	 


 


Type of Grant:   Restricted Stock Units


 


Vesting Schedule: This award
shall vest pursuant to the schedule set forth in Exhibit A, which is attached hereto and incorporated herein in its
entirety.


 


Additional Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the corresponding Restricted Stock
Unit Agreement and the Plan. Participant acknowledges and agrees that this Restricted Stock Unit Grant Notice and the corresponding
Restricted Stock Unit Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges
that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the corresponding Restricted Stock Unit Agreement, and the
Plan set forth the entire understanding between Participant and the Company regarding this RSU award and supersede all prior oral
and written agreements, promises and/or representations on that subject with the exception of the following agreements only.


 


	OTHER AGREEMENTS:	
	 	
	 	


 


By accepting these RSUs, you consent to
receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 


	TATOOED CHEF, INC.	 	PARTICIPANT:
	 	 	 
	By:	       	 	 
	 	 	 	Signature
	Title:	 	 	 


 


Attachments:
Restricted Stock Unit Agreement, 2020 Incentive Award Plan


 




     


     


    

 


EXHIBIT A


 


VESTING SCHEDULE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


ATTACHMENT I


 


RESTRICTED STOCK UNIT AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


TATTOOED CHEF, INC.


 


2020 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AGREEMENT


 


Pursuant to your Restricted
Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”),
Tattooed Chef, Inc., a Delaware corporation (the “Company”) has granted you the number of RSUs under its 2020
Incentive Award Plan (the “Plan”) indicated in your Grant Notice, each of which represents the right to receive
one Common Share. The RSUs are granted to you effective as of the date of grant set forth in the Grant Notice (the “Date
of Grant”). If there is any conflict between the terms in the Grant Notice, Exhibit A to the Grant
Notice, this Restricted Stock Unit Agreement and the Plan, then such conflict shall be resolved by giving such documents precedence
in the following order: Exhibit A, the Grant Notice, this Restricted Stock Unit Agreement then the Plan. Capitalized
terms not explicitly defined in this Restricted Stock Unit Agreement or in the Grant Notice but defined in the Plan will have the
same definitions as in the Plan.


 


The details of the
RSUs, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1. Vesting;
No Stockholder Rights. The RSUs will vest as provided in your Grant Notice. Vesting will cease upon the termination of your
service with the Company except as may be provided otherwise in the Vesting Schedule in Exhibit A to your
Grant Notice or in an employment or other agreement between you and the Company. You will not be deemed to be the holder of, or
have any of the rights of a stockholder with respect to any RSUs unless and until they have vested and the Company has issued and
delivered Common Shares to you and your name shall have been entered as a stockholder of record on the books of the Company.


 


2. Number
of RSUs. The number of RSUs are set forth in your Grant Notice and will be adjusted in the event of changes in capital structure
and similar events as provided in Section 12 of the Plan.


 


3. Settlement.
Subject to Section 8, each RSU will be settled by delivery to you of one Common Share [###SETTLEMENT DATE###]. The Company may,
in its sole discretion, deliver cash in lieu of all or any portion of the Common Shares otherwise deliverable in respect of the
RSUs in an amount equal to such number of Common Shares multiplied by the Fair Market Value of a Common Share on the date when
such shares would otherwise have been issued, as determined by the Committee.


 


4. Securities
Law Compliance. In no event shall the Company deliver Common Shares upon vesting of the RSUs unless such shares are then registered
under the Securities Act or, if not registered, the Company has determined that the issuance of the shares would be exempt from
the registration requirements of the Securities Act. The issuance of Common Shares is also subject to compliance with all other
applicable laws and regulations.


 






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5. Other
Terms.


 


a. In
considering the acceptance of this award of RSUs, you understand, acknowledge, agree and hereby stipulate that you should use the
same independent investment judgment that you would use in making other investments in corporate securities. Among other things,
stock prices will fluctuate over any reasonable period of time and the price of Common Shares may go down as well as up. No guarantees
are made as to the future prospects of the Company or the Common Shares. No representations are made by the Company.


 


b. Notwithstanding
anything to the contrary in this Agreement, the Common Shares issued under this Agreement, any other restricted stock unit agreement
or any stock option agreement, and all amounts that may be received by you in connection with any disposition of any such Common
Shares shall be subject to applicable recoupment, “clawback” and similar provisions under law, as well as any recoupment,
“clawback” and similar policies of the Company that may be adopted at any time and from time to time in order to comply
with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law


 


6. Transferability.
Except as otherwise provided in this Section 6 or in the Plan, the RSUs are not assignable or transferable, except by will or by
the laws of descent and distribution. Without limiting the generality of the foregoing, the RSUs may not be sold, assigned, transferred
or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or other process. Any assignment, transfer, sale, pledge, hypothecation or other disposition of
the RSUs or any attempt to make any such levy of execution, attachment or other process will cause the RSUs to terminate immediately,
unless the Chief Financial Officer of the Company, with advice from counsel, specifically waives applicability of this provision.


 


a. Certain
Trusts. Upon receiving written permission from the Chief Financial Officer of the Company, with advice from counsel, you may
transfer the RSUs to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and
applicable state law) while the RSUs are held in the trust. You and the trustee must enter into transfer and other agreements required
by the Company.


 


b. Domestic
Relations Orders. Upon receiving written permission from the Chief Financial Officer of the Company, with advice from counsel,
and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer
the RSUs pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the
proposed terms of any division of these RSUs with the Company prior to finalizing the domestic relations order or marital settlement
agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.


 


c. Beneficiary
Designation. Upon receiving written permission from the Chief Financial Officer of the Company, you may, by delivering written
notice to the Company, in a form approved by the Company and any broker designated by the Company to administer its equity program,
designate a third party who, on your death, will thereafter be entitled to receive the Common Shares or other consideration in
settlement of the vested RSUs. In the absence of such a designation, your executor or administrator of your estate will be entitled
to receive, on behalf of your estate, the Common Shares or other consideration in settlement of the vested RSUs.


 






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7. RSUs
not a Service Contract. The RSUs are not an employment or service contract, and nothing in the RSUs will be deemed to create
in any way whatsoever any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment or service. In addition, nothing in the RSUs will obligate the Company or an
Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might
have as a member of the Company’s Board or a consultant for the Company or an Affiliate.


 


8. Obligations.


 


a. At
the time the RSUs vest, in whole or in part, and at any time thereafter as requested by the Company, you hereby agree to make adequate
provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the vesting and settlement
of the RSUs.


 


b. In
the event that you fail to make the adequate provisions contemplated by Section 8(a) above, then, subject to compliance with any
applicable legal conditions or restrictions, the Company shall have the option in its sole discretion (but not the obligation)
to withhold from fully vested Common Shares otherwise issuable to you upon the settlement of the RSUs a number of whole Common
Shares having a Fair Market Value, determined by the Company as of the date of vesting or settlement as applicable, not in excess
of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of the RSUs
as a liability for financial accounting purposes).


 


c. The
Company assumes no responsibility for individual income taxes, penalties or interest related to grant, vesting or settlement of
any RSU. Neither the Company nor any affiliate makes any representation or undertaking regarding the treatment of any tax withholding
in connection with the grant, vesting or settlement of the RSUs. You should consult with your personal tax advisor regarding
the tax ramifications, if any, which result from receipt of the RSUs, the subsequent issuance, if any, of Common Shares on settlement
of the RSUs, and subsequent disposition of any such Common Shares. You acknowledge that the Company may be required to withhold
federal, state and/or local taxes in connection with the vesting and/or settlement of the RSUs. No RSUs will vest or be settled
unless and until you have made the adequate provisions contemplated by Section 8(a) or the Company has exercised its option to
withhold the necessary amount of Common Shares pursuant to Section 8(b) above. The Company will have no obligation to issue
a certificate for Common Shares in respect of the RSUs unless the obligations set forth in this Section 8 are satisfied.


 






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9. Section
409A; Tax Consequences. It is the Company’s intent that payments under this Restricted Stock Unit Agreement and Grant
Notice shall be [exempt from] Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable,
and that this Restricted Stock Unit Agreement be administered accordingly. Notwithstanding anything to the contrary contained in
this Restricted Stock Unit Agreement, Grant Notice or any employment agreement you have entered into with the Company, to the extent
that any payment or benefit under this Restricted Stock Unit Agreement is determined by the Company to constitute “non-qualified
deferred compensation” subject to Section 409A and is payable to you by reason of termination of your employment, then (a)
such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes
of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section
409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months
after the date of your separation from service (or your earlier death). Each payment under this Restricted Stock Unit Agreement
shall be treated as a separate payment under Section 409A. You hereby agree that the Company does not have a duty to design or
administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim
against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the RSUs
or your other compensation.


 


10. Notices.
Any notices provided for in the Restricted Stock Unit Agreement or the Plan will be given in writing and will be deemed effectively
given upon receipt. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan
and these RSUs by electronic means or to request your consent to participate in the Plan by electronic means. By accepting these
RSUs, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.


 


11. Agreement
Summaries. In the event that the Company provides you (or anyone acting on your behalf) with summary or other information concerning,
including or otherwise relating to your rights or benefits under this Agreement (including, without limitation, the RSUs and any
vesting thereof), such summary or other information shall in all cases be qualified in its entirety by Exhibit A, the
Grant Notice, this Restricted Stock Unit Agreement and the Plan and, unless it explicitly states otherwise and is signed by an
officer of the Company, shall not constitute an amendment or other modification hereto.


 


12. Acknowledgements.
You understand, acknowledge, agree and hereby stipulate that: (1) you are executing this Agreement voluntarily and without any
duress or undue influence by the Company or anyone else; (2) the RSUs are intended to be consideration in exchange for the promises
and covenants set forth in this Agreement; (3) you have carefully read, considered and understand all of the provisions of this
Agreement and the Company’s policies reflected in this Agreement; (4) you have asked any questions needed for you to understand
the terms, consequences and binding effect of this Agreement and you fully understand them; (5) you were provided an opportunity
to seek the advice of an attorney and/or a tax professional of your choice before accepting this award of RSUs and (6) the obligations
and restrictions set forth in this Agreement are fair and reasonable.


 




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ATTACHMENT II


 


2020 INCENTIVE AWARD PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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