Exhibit
4.10


 


FLUX
POWER HOLDINGS, INC.


FORM
OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FLUX POWER HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN


 


TO:


 


To
encourage your continued service as __________ of Flux Power Holdings, Inc. (the “Company”) or its subsidiary, you have been
granted this Performance Restricted Stock Unit Award (the “Award”) pursuant to the Company’s 2021 Equity Incentive
Plan (the “Plan”). The Award represents the right to receive shares of common stock (the “Shares”), par value
$0.001 per share, of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this “Agreement”).


 


The
terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which
means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between
the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are not defined in
this Agreement have the meanings given to them in the Plan. The most important terms of the Award are summarized as follows:


 


 1. Award Date:




 


2. RSUs
Performance Period: The Company’s ___________.


 


 3. Number of Performance-Based Restricted Stock Units (“RSUs’) Subject to this Award:




 


Maximum:
______ (“Maximum RSUs”)


 


Target:
______ (“Target RSUs”)


 


Floor:
______ (“Floor RSUs”)


 


4. Target
Performance Goal. The Target Performance Goal shall be based on the ____ of the Company for each _______Performance Period (as defined
below) of the RSUs Performance Period. At or around the beginning of each _______Performance Period, the Company will provide notice
to you of the Target Performance Goal that applies to the current _______Performance Period.


 


5.
 Vesting. Up to ______________________thereafter during the Performance Period (each
a “_______Performance Period”) based on the Company’s performance relative to the Target Performance Goal for the applicable
_______Performance Period (see Exhibit A).


 


6. Termination
due to Death, Disability or Retirement. If Termination of your employment occurs prior to the end of any _______Performance Period
of the RSUs Performance Period by reason of your death, Disability, or your Retirement, then the Maximum RSUs for that _______Performance
Period shall be eligible for vesting at the end of such _______Performance Period based on the Company’s performance relative to
the Target Performance Goal. For the purpose of this Agreement, “Retirement” shall mean the voluntary Termination by a Participant
when such Participant’s age plus years of service with the Company equals or exceeds seventy five (75).


 




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7.
 Conversion of Restricted Stock Units and Issuance of Shares. Upon the Company’s
determination of the number of restricted stock units vesting following the end of each _______Performance Period (each, a “Vesting
Date”), each restricted stock unit that vests on such Vesting Date, shall be converted into one Share and thereafter, the Company
will transfer such Shares to you upon satisfaction of any required tax withholding obligations. No fractional shares shall be issued
under this Agreement.


 


8.
 Termination of Service. All restricted stock units that have not vested pursuant to
the terms of this Award will terminate automatically and be forfeited to the Company immediately and without further notice upon termination
of your service to the Company for any reason (except as a result of death, Disability, or Retirement). No Shares shall be issued or
issuable with respect to any portion of the Award that terminates unvested and is forfeited.


 


9.
 Right to Shares. You shall not have any right in, to or with respect to any of the Shares
(including any voting rights or rights with respect to dividends paid on the Shares) issuable under the Award until the Award is settled
by the issuance of such Shares to you.


 


10. Withholding
of Taxes.


 


(a)
Notwithstanding any contrary provision of this Agreement, no Shares will be issued to you, unless and until satisfactory
arrangements (as determined by the Administrator) will have been made by you with respect to the payment of income (including
federal, state, foreign and local taxes), employment, social insurance, payroll tax, payment on account and other taxes which the
Company determines must be withheld with respect to such Shares so issuable (the “Withholding Taxes”). You acknowledge
that the ultimate liability for all Withholding Taxes legally due by you is and remains your responsibility and that the Company (i)
makes no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the
Award, including the grant of the Award, the vesting of Award, the settlement of the Award in Shares or the receipt of an equivalent
cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (ii) does not commit to
structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Withholding Taxes.


 


(b) To
satisfy the Withholding Taxes, the Company may withhold otherwise deliverable Shares upon vesting of the Award, according to the vesting
schedule, having a Fair Market Value (as defined in the Plan) equal to the minimum amount required to be withheld for the payment of
the Withholding Taxes pursuant to such procedures as the Administrator may specify from time to time. The Company will not retain fractional
Shares to satisfy any portion of the Withholding Taxes. If the Administrator determines that the withholding of whole Shares results
in an over-withholding to meet the minimum tax withholding requirements, a reimbursement will be made to you as soon as administratively
possible.


 


(c)
If the Company does not withhold the Shares as described above, prior to the issuance of Shares upon vesting of the Award or the
receipt of an equivalent cash payment, you shall pay, or make adequate arrangements satisfactory to the Company (in its sole
discretion) to satisfy all withholding and payment on account obligations of the Company. In this regard, you authorize the Company
to withhold all applicable Withholding Taxes legally payable by you from your wages or other cash compensation payable to you by the
Company or from any equivalent cash payment received upon vesting of the Award. Alternatively, or in addition, if permissible under
local and applicable law, you may instruct and authorize the Administrator to pay Withholding Taxes, in whole or in part, by one of
the additional following alternatives:


 


(i) You providing irrevocable
instructions to a Company-designated broker to deliver cash to the Company from your previously established account with such broker equal
to the Withholding Taxes; or


 




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(ii)
You providing irrevocable instructions to a Company-designated broker to sell a sufficient number of Shares otherwise deliverable
to you having a Fair Market Value equal to the Withholding Taxes provided that such sale does not violate Company policy or Applicable
Laws.


 


(d)
The Company may refuse to issue any Shares to you until you satisfy your Withholding Taxes. To the maximum extent permitted by law,
the Company has the right to retain without notice from Shares issuable under the Award or from salary payable to you, Shares or
cash having a value sufficient to satisfy the Withholding Taxes.


 


11.
Restricted Shares. The Company will not be obligated to issue any Shares with respect to this Award unless such Shares are at
that time effectively registered or exempt from registration under federal securities laws and the offer and sale of the Shares are otherwise
in compliance with all applicable state securities laws.


 


12.
 Limitation on Rights; No Right to Future Grants; Extraordinary Item. By entering into
this Agreement and accepting the Award, you acknowledge that: (a) the Plan is discretionary and may be modified, suspended or terminated
by the Company at any time as provided in the Plan; (b) the grant of the Award is a one-time benefit and does not create any contractual
or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future
grants, including, but not limited to, the times when awards will be granted, the number of shares subject to each award, the award price,
if any, and the time or times when each award will be settled, will be at the sole discretion of the Company; (d) your participation
in the Plan is voluntary; (e) the value of the Award is an extraordinary item which is outside the scope of your service contract, if
any; (f) the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits,
severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments; (g) the future value of the Shares subject to the Award is unknown and cannot be predicted with certainty, (h) neither
the Plan, the Award nor the issuance of the Shares confers upon you any right to continue in the service of (or any other relationship
with) the Company, and (i) the grant of the Award will not be interpreted to form an employment relationship with the Company.


 


13. Compliance
With Section 409A Of The Code. This Award is intended to be exempt from the application of Section 409A of the Internal Revenue Code
(the “Code”), including but not limited to by reason of complying with the “short-term deferral” rule set forth
in Treasury Regulation Section 1.409A-1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding the foregoing,
if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from,
and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A to the extent
necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it is determined
that the Award is deferred compensation subject to Section 409A and you are a “Specified Employee” (within the meaning set
forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation from Service” (as defined in Section 409A),
then the issuance of any shares that would otherwise be made upon the date of your Separation from Service or within the first six (6)
months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six
(6) months and one day after the date of the Separation from Service, with the balance of the shares issued thereafter in accordance
with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary
to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares
that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).


 


14.
 Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions
of the Award by signing the original of this Agreement and returning it to the Company.


 


	 	Very
    truly yours,
	 	 
	 	Flux
    Power Holdings, Inc.
	 	 
	 	 
	 	Ronald
    Dutt, Chief Executive Officer



 



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ACCEPTANCE
AND ACKNOWLEDGMENT


 


I,
____________, accept the Restricted Stock Unit Award described in this Agreement and in the Plan, and acknowledge receipt of a copy of
this Agreement and the Plan, and acknowledge that I have read them carefully and that I fully understand their contents.


 


	Dated:	 
	 	 
	 	Name:	 
	 	Address:	 
	 	 



 






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EXHIBIT
A


PERFORMANCE
CRITERIA


 






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