Exhibit 10.2


 


Restricted Stock Unit Agreement


 


This Restricted Stock Unit
Agreement (this "Agreement") is made and entered into as of November 1, 2022 (the "Grant Date")
by and between KULR Technology Group, Inc., a Delaware corporation (the "Company") and Keith Cochran (the
 "Grantee").


 


WHEREAS,
the Company has adopted the 2018 KULR TECHNOLOGY GROUP EQUITY INCENTIVE PLAN (the "Plan") pursuant to which awards of
Restricted Stock Units may be granted; and


 


WHEREAS,
the Committee has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock
Units provided for herein.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as follows:


 


1.            Grant
of Restricted Stock Units.


 


1.1            Pursuant
to Section 3(d) of the Plan, the Company hereby issues to the Grantee on the Grant Date an Award consisting of, in the aggregate,
One Million Five Hundred Thousand (1,500,000) Restricted Stock Units (the "Restricted Stock Units"). Each Restricted
Stock Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement
and the Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.


 


1.2            The
Restricted Stock Units shall be credited to a separate account maintained for the Grantee on the books and records of the Company (the
 "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the
Company.


 


2.            Consideration.
The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.


 


3.            Vesting.


 


3.1            Except
as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the Restricted
Stock Units will vest in accordance with the following schedule (the period during which restrictions apply, the "Restricted Period"):


 


	Vesting Date	 	Number of Restricted Stock Units That Vest
	November 1, 2023	 	375,000 Units
	November 1, 2024	 	375,000 Units
	November 1, 2025	 	375,000 Units
	November 1, 2026	 	375,000 Units



 






     


     


    

 


Once vested, the Restricted Stock Units
become "Vested Units."


 


3.2            The
foregoing vesting schedule notwithstanding, if the Grantee's Continuous Service terminates for any reason at any time before all of his
or her Restricted Stock Units have vested, the Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination
of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.


 


3.3            The
foregoing vesting schedule notwithstanding, upon the occurrence of a Change in Control, 100% of the unvested Restricted Stock Units shall
vest as of the date of the Change in Control.


 


4.            Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Restricted
Stock Units are settled in accordance with Section 6, the Restricted Stock Units or the rights relating thereto may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach,
sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any
such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee's rights to such units shall
immediately terminate without any payment or consideration by the Company.


 


5.            Rights
as Shareholder; Dividend Equivalents.


 


5.1            The
Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless
and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.


 


5.2            Upon
and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock underlying
the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all
rights of a shareholder of the Company (including voting rights).


 


5.3            If,
prior to the settlement date, the Company declares a cash or stock dividend on the shares of Common Stock, then, on the payment date of
the dividend, the Grantee's Account shall be credited with Dividend Equivalents in an amount equal to the dividends that would have been
paid to the Grantee if one share of Common Stock had been issued on the Grant Date for each Restricted Stock Unit granted to the Grantee
as set forth in this Agreement.


 


5.4            The
Dividend Equivalents credited to the Grantee's Account will be deemed to be reinvested in additional Restricted Stock Units (rounded to
the nearest whole share) and will be subject to the same terms and conditions as the Restricted Stock Units to which they are attributable
and shall vest or be forfeited (if applicable) at the same time as the Restricted Stock Units to which they are attributable. Such additional
Restricted Stock Units shall also be credited with additional Restricted Stock Units as any further dividends are declared.


 






     


     


    

 


6.            Settlement
of Restricted Stock Units.


 


6.1            Subject
to Section 9 hereof, promptly following the vesting date, but in no event earlier than April 1, 2025, the Grantee may elect
to require the Company to (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested
Units and cash equal to any Dividend Equivalents credited with respect to such Vested Units, at the discretion of the Committee, shares
of Common Stock having a Fair Market Value equal to such Dividend Equivalents; and (b) enter the Grantee's name on the books of the
Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.


 


6.2            If
the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee,
at a time when the Grantee 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 the Grantee's separation
from service and (b) the Grantee's death.


 


6.3            To
the extent that the Grantee does not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend
Equivalents shall be forfeited. The Grantee has no right or interest in any Restricted Stock Units that are forfeited.


 


7.            No
Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee
any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this
Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at any time, with or
without Cause.


 


8.            Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the Restricted Stock Units
shall be adjusted or terminated in any manner as contemplated by the Plan.


 


9.            Tax
Liability and Withholding.


 


9.1            The
Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee
pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other
action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit
the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such
means:


 


(a)            tendering
a cash payment.


 


(b)            authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result
of the vesting of the Restricted Stock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding
the maximum amount of tax required to be withheld by law.


 


(c)            delivering
to the Company previously owned and unencumbered shares of Common Stock.


 






     


     


    

 


9.2            Notwithstanding
any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related
Items"), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility and the Company (a) makes
no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement
of the Restricted Stock Units or the subsequent sale of any shares; and (b) does not commit to structure the Restricted Stock Units
to reduce or eliminate the Grantee's liability for Tax-Related Items.


 


10.            Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance
by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements
of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred
unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the
satisfaction of the Company and its counsel.


 


11.            Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Financial Officer
of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall
be in writing and addressed to the Grantee at the Grantee's address as shown in the records of the Company. Either party may designate
another address in writing (or by such other method approved by the Company) from time to time.


 


12.            Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State
of Delaware without regard to conflict of law principles.


 


13.            Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review.
The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.


 


14.            Restricted
Stock Units Subject to Plan. This Agreement is subject to the Plan as approved by the Company's
shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail.


 


15.            Successors
and Assigns. The Company may assign any of its rights under this Agreement. 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, this Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors, administrators and the person(s) to
whom the Restricted Stock Units may be transferred by will or the laws of descent or distribution.


 






     


     


    

 


16.            Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.


 


17.            Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the
Company at any time, in its discretion. The grant of the Restricted Stock Units in this Agreement does not create any contractual right
or other right to receive any Restricted Stock Units or other Awards in the future. Future Awards, if any, will be at the sole discretion
of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions
of the Grantee's employment with the Company.


 


18.            Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively;
provided, that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.


 


19.            Section 409A.
This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted
in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A
of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by the Grantee on account of non-compliance with Section 409A of the Code.


 


20.            No
Impact on Other Benefits. The value of the Grantee's Restricted Stock Units is not part of his
or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


21.            Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail
in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


22.            Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions
thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Grantee
acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of
the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.


 


[signature
page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


 





	 	COMPANY
	 	KULR Technology Group, Inc.
	 	   
	 	 
	 	By:	/s/ Simon Westbrook
	 	Name: Simon Westbrook
	 	Title: Chief Financial Officer
	 	 
	 	 
	 	GRANTEE
	 	 
	 	 
	 	By:	/s/ Keith Cochran
	 	Name: Keith Cochran