Exhibit 10.5


 


PARTS iD, INC.


RESTRICTED STOCK UNITS AGREEMENT


(For U.S. Participants)


 


Parts iD, Inc. has
granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted
Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this
Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Parts
iD, Inc. 2020 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of
which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and
represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the
Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to
the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions
of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.


 


1.  Definitions
and Construction.


 


1.1  Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2  Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2.  Administration.


 


All questions of interpretation
concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall
be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any
and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the
Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence)
shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to
act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which
is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
or election.


 




     


     


    

 


3.  The
Award.


 


3.1  Grant
of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number
of Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive
on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.


 


3.2  No
Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding,
if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which
shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued
upon settlement of the Units.


 


4.  Vesting
of Units.


 


Units acquired pursuant
to this Agreement shall become Vested Units as provided in the Grant Notice. For purposes of determining the number of Vested Units
following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company
at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership
Change Event.


 


5.  Company
Reacquisition Right.


 


5.1  Grant
of Company Reacquisition Right. Except to the extent otherwise provided by the Superseding Agreement, if any, in the event
that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit
and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested
Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition
Right”).


 


5.2  Ownership
Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a
dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment
upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional
securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend
policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately
subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all
purposes of the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership
Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units
following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any
corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating
Company both before and after any such event.


 




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6.  Settlement
of the Award.


 


6.1  Issuance
of Shares of Stock. Subject to the provisions of Section 6.3, the Company shall issue to the Participant on the
Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. The Settlement Date with respect
to a Unit shall be the date on which such Unit becomes a Vested Unit as provided by the Grant Notice (an “Original
Settlement Date”); provided, however, that if the tax withholding obligations of a Participating Company, if any,
will not be satisfied by the share withholding method described in Section 7.3 and the Original Settlement Date would occur
on a date on which a sale by the Participant of the shares to be issued in settlement of the Vested Units would violate the Trading
Compliance Policy of the Company, then the Settlement Date for such Vested Units shall be deferred until the next day on which
the sale of such shares would not violate the Trading Compliance Policy, but in any event on or before the 15th day of the third
calendar month following calendar year of the Original Settlement Date. Shares of Stock issued in settlement of Units shall not
be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7
or the Company’s Trading Compliance Policy.


 


6.2  Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion,
to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the
Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided
by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


 


6.3  Restrictions
on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement
of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such
securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the
authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to
the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite
authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant
to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be requested by the Company.


 


6.4  Fractional
Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.


 




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7.  Tax
Withholding.


 


7.1  In
General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant
hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate
provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding
obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance
of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Participating Company have been satisfied by the Participant.


 


7.2  Assignment
of Sale Proceeds. Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted
by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures
established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly
executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the shares being acquired upon settlement of Units.


 


7.3  Withholding in Shares.
The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating
Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement
of the Award a number of whole shares having a fair market value, as determined by the Company as of the date on which the tax
withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles
in the United States.


 


8.  Effect
of Change in Control.


 


In the event of a Change
in Control, the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in
Control. Except to the extent that the Committee determines to cash out the Award in accordance with the Plan, the surviving, continuing,
successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without
the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all
or any portion of the outstanding Units or substitute for all or any portion of the outstanding Units substantially equivalent
rights with respect to the Acquiror’s stock. For purposes of this Section, a Unit shall be deemed assumed if, following the
Change in Control, the Unit confers the right to receive, subject to the terms and conditions of the Plan and this Agreement, the
consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock
on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration
is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration
to be received upon settlement of the Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the
per share consideration received by holders of Stock pursuant to the Change in Control. The Award shall terminate and cease to
be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Award
are neither assumed or continued by the Acquiror in connection with the Change in Control nor settled as of the time of the Change
in Control.


 




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9.  Adjustments
for Changes in Capital Structure.


 


Subject to any required
action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event
of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment
of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash
dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of
shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the
number and kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement
of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the
Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted
or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s
dividend policy) to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately
subject to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share
resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall
be determined by the Committee, and its determination shall be final, binding and conclusive.


 


10.  Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall
have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the
issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to
the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands
and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company
and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this
Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any
way with any right of the Participating Company Group to terminate the Participant’s Service at any time.


 


11.  Legends.


 


The Company may at any
time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order
to carry out the provisions of this Section.


 




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12.  Compliance
with Section 409A.


 


It is intended that any
election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section
409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable
regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable
tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following
shall apply:


 


12.1  Separation
from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no
amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral
of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section
409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service”
within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified employee”
within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no amount
that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall
be paid to the Participant before the date (the “Delayed Payment Date”) which is the first day of the
seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s
death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed
Payment Date will be accumulated and paid on the Delayed Payment Date.


 


12.2  Other
Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment
of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations.


 


12.3  Amendments
to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company
is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay
the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion,
to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant.
The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims
that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant
in connection with the Award, including as a result of the application of Section 409A.


 




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12.4  Advice
of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service
with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement
will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award.
The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor
prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the
effect of or the advisability of entering into this Agreement.


 


13.  Miscellaneous
Provisions.


 


13.1  Termination
or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that except as
provided in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse
effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or
amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A. No
amendment or addition to this Agreement shall be effective unless in writing.


 


13.2  Nontransferability
of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units
subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or
by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s
lifetime only by the Participant or the Participant’s guardian or legal representative.


 


13.3  Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


13.4  Binding
Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns.


 


13.5  Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for
the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing
from time to time to the other party.


 




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(a)  Description
of Electronic Delivery and Signature. The Plan documents, which may include but do not necessarily include: the Plan, the
Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time
to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet
or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company. Any and all such documents and notices may be electronically signed.


 


(b)  Consent
to Electronic Delivery and Signature. The Participant acknowledges that the Participant has read Section 13.5(a) of
this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of
the Grant Notice, as described in Section 13.5(a). The Participant agrees that any and all such documents requiring a signature
may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes
of validity, enforceability and admissibility. The Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.
The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company
or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents
fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a)
or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic
mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service
or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents
described in Section 13.5(a).


 


13.6  Integrated
Agreement. The Grant Notice, this Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute
the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter
contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among
the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein,
the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full
force and effect.


 


13.7  Applicable
Law. This Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware
residents entered into and to be performed entirely within the State of Delaware.


 


13.8  Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


 


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