Exhibit 10.28


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


TIMBER PHARMACEUTICALS, INC.


 


This Restricted Stock
Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award
Date” set forth in the attached Exhibit A, is entered into between Timber Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).


 


WHEREAS, the Company
desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to
earn a proprietary interest in the Company; and


 


WHEREAS, to give effect
to the foregoing intention, the Company desires to award the Awardee Restricted Stock Units pursuant to the Timber Pharmaceuticals,
Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”);


 


NOW, THEREFORE, the
following provisions apply to this Award:


 


1.       Award.
The Company hereby awards the Awardee the number of Restricted Stock Units (each an “RSU” and collectively the “RSUs”)
set forth in Exhibit A. Such RSUs shall be subject to the terms and conditions set forth in this Agreement and the provisions
of the Plan, the terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall
have the meanings as set forth in the Plan.


 


2.       Vesting.
Except as otherwise provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth in Exhibit
A, provided that the Awardee remains in Continuous Service through the applicable vesting date.


 


For each RSU that becomes
vested in accordance with this Agreement, the Company shall issue and deliver to Awardee one share of the Company’s common
stock, par value $.001 per share (the “Common Stock”). Such shares shall be issued and delivered within 150 days following
the vesting date of each such RSU, but in no event later than March 15 of the year following the year in which such vesting date
occurs. Except as provided above, in the event that the Awardee ceases to be in Continuous Service, any RSUs that have not vested
as of the date of such cessation of service shall be forfeited.


 


3.       Dividend
Equivalent Units. If and to the extent that the Company pays a cash dividend with respect to the Common Stock, Awardee shall
be credited with an additional number of RSUs (“Dividend Equivalent Units”), including a fractional Dividend
Equivalent Unit if applicable, equal to (i) the amount of such dividends as would have been paid with respect to Awardee’s
outstanding RSUs on the record date of such dividend (the “record date”) had each such outstanding RSU been
an outstanding share of Common Stock on such record date, divided by (ii) the closing price of a share of Common Stock on such
record date. Dividend Equivalent Units shall be subject to the same vesting terms and conditions as the RSUs to which they relate.





 






     


     


    

 


4.       No
Rights as Stockholder. The Awardee shall not be entitled to any of the rights of a stockholder with respect to any share of
Common Stock that may be acquired following vesting of an RSU unless and until such share of Common Stock is issued and delivered
to the Awardee. Without limitation of the foregoing, the Awardee shall not have the right to vote any share of Common Stock to
which an RSU relates and shall not be entitled to receive any dividend attributable to such share of Common Stock for any period
prior to the issuance and delivery of such share to Awardee (but Awardee shall have dividend equivalent rights as provided in Section
3 above).


 


5.       Transfer
Restrictions. Neither this Agreement nor the RSUs may be sold, assigned, pledged or otherwise transferred or encumbered without
the prior written consent of the Committee.


 


6.       Government
Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or
deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations
and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


7.       Withholding
Taxes. The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, the minimum
statutory amount required to satisfy all federal,
state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding taxes in
connection with the issuance and deliverance of shares of Common Stock following vesting of RSUs, in any manner permitted by the
Plan. No shares of Common Stock shall be issued with respect to RSUs unless and until satisfactory arrangements acceptable to the
Company have been made by the Awardee with respect to the payment of any income and other taxes which the Company determines must
be withheld or collected with respect to the RSUs.


 


8.       Investment
Purpose. Any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for
the Awardee’s own account and not with a view to, for resale in connection with, or with an intent of participating directly
or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”). The Awardee shall not sell, transfer or otherwise dispose of such shares unless they
are either (1) registered under the Securities Act and all applicable state securities laws, or (2) exempt from such registration
in the opinion of Company counsel.


 


9.       Securities
Law Restrictions. Regardless of whether the offering and sale of shares of Common Stock issuable to Awardee pursuant to
this Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the
securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer
of such shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of
stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve
compliance with the Securities Act or the securities laws of any state or any other law.


 






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10.       Lock-Up
Agreement. The Awardee, in the event that any shares of Common Stock which become deliverable to Awardee with respect to RSUs
at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities
of the Company, shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee
shall agree to restrictions on transferability of the shares of such Common Stock comparable to the restrictions agreed upon by
such directors or officers of the Company.


 


11.       Awardee
Obligations. The Awardee should review this Agreement with his or her own tax advisors to understand the federal, state, local
and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee will rely solely on such advisors
and not on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee (and
not the Company) shall be responsible for the Awardee’s own tax liability arising as a result of the transactions contemplated
by this Agreement.


 


12.       No
Guarantee of Continued Service. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers
on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in
any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting
relationship at any time, with or without cause, subject to any employment or service agreement that may have been entered into
by the Company and the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements
and agreements.


 


13.       Notices.
Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed
facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address
contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner
of such electronic means as the Company may permit.


 


14.       Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire
Agreement with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and the Awardee with respect to the subject matter hereof, and except as provided in the Plan or in this Agreement, may
not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In
the event of any conflict between this Award Agreement and the Plan, the Plan shall be controlling. This Award Agreement shall
be construed under the laws of the State of Delaware, without regard to conflict of laws principles.


 


15.       Opportunity
for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and conditions of
the Plan and this Award Agreement. The Awardee has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all provisions of
the Plan and this Award Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to the Plan and this Award Agreement. The Awardee further agrees
to notify the Company upon any change in Awardee’s residence address.


 






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16.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted
successors, assigns, heirs, beneficiaries and representatives.


 


17.       Section
409A Compliance. To the extent that this Agreement and the award of RSUs hereunder are or become subject to the provisions
of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company, in
its sole discretion and without the Awardee’s consent, as appropriate to maintain compliance with the provisions of Section
409A of the Code.


 


18.       Recoupment.
In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirements
under applicable securities laws, any payments made or shares issued pursuant to this Agreement for or in respect of the year that
is restated, or the prior three years, may be recovered to the extent the payments made or shares issued exceed the amount that
would have been paid or issued based on the restatement. In addition and without limitation of the foregoing, any amounts paid
hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act
and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable
law or stock exchange listing conditions.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date set forth in Exhibit A.


 


	 	TIMBER PHARMACEUTICALS, INC.
	 	 
	 	By:	                                
	 	 	Name:
	 	 	Title:
	 	 
	 	AWARDEE
	 	 
	 	 
	 	Name:


 






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EXHIBIT
A


 


TIMBER PHARMACEUTICALS, INC.


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


	(a).	Awardee’s
                                         Name:	 	 



 


	(b).	Award
                                         Date:	 	 



 


	(c).	Number
                                         of Restricted Stock Units Granted:	 	 



 


	(d).	Vesting Schedule:



 


	 	(Initials)	 
	Awardee	 
	 	 
	 	(Initials)	 
	Company Signatory	 


 






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