Exhibit 10.2


 


AUDIOEYE, INC.


2020 EQUITY INCENTIVE PLAN


 


Restricted Stock Unit Award Agreement


 


AudioEye, Inc. (the
 “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted
Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock
Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following
pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in
this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.


 


	Name of Participant:[_______________________]
	Number of Restricted Stock Units:   [______]	Grant Date:[________], 20[__]
	Vesting Schedule:
	
        Scheduled Vesting Dates

         

         

         

         

         

         
	
        Number of Restricted Stock Units that
        Vest 

         

         



 


 


By signing below or
otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions
contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that
they set forth the entire agreement between you and the Company regarding this Award of Restricted Stock Units.


 


	PARTICIPANT:	 	AUDIOEYE, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Title:	 


 




     


     


    

 


AUDIOEYE, INC.


2020 Equity Incentive Plan


Restricted Stock Unit Award Agreement


 


Terms and Conditions


 


1.       Grant
of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms
and conditions in this Agreement and the Plan, of the number of Restricted Stock Units specified on the cover page of this Agreement
(the “Units”). Each Unit represents the right to receive one Share of the Company’s common stock. Prior to their
settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to an account
in your name maintained by the Company. This account shall be unfunded and maintained for book-keeping purposes only, with the
Units simply representing an unfunded and unsecured contingent obligation of the Company.


 


2.       Restrictions
Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged
or encumbered, voluntarily or involuntarily, other than (i) a transfer upon your death in accordance with your will, by the laws
of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan, or
(ii) pursuant to a domestic relations order. Following any such transfer, this Award shall continue to be subject to the same terms
and conditions that were applicable to this Award immediately prior to its transfer. Any attempted transfer in violation of this
Section 2 shall be void and without effect. The Units and your right to receive Shares in settlement of the Units under this
Agreement shall be subject to forfeiture as provided in Section 5 until satisfaction of the vesting conditions set forth in Section
4.


 


3.       No
Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s
common stock. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject
to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 6.


 


4.       Vesting
of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates
specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided
in this Section 4.


 


(a)               
Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this
Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule.


 


(b)               
Accelerated or Continued Vesting. The vesting of outstanding Units will be accelerated or continued under the circumstances
provided below:


 


(1)               
Death. If your Service terminates prior to the final Scheduled Vesting Date due to your death, then all of the unvested
Units shall vest as of such termination date.


 


(2)               
Disability. If your Service terminates prior to the final Scheduled Vesting Date due to your Disability, then a pro rata
portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or
since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of 365) of the Units scheduled to vest as
of the next Scheduled Vesting Date shall vest as of such termination date.


 


 


 


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(3)               
Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled
Vesting Date, the following provisions shall apply:


 


(i)                
If, within 12 months after a Change of Control (A) described in paragraphs (1) or (2) of Section 2(g) of the Plan or (B) that constitutes
a Corporate Transaction as defined in paragraph (3) of Section 2(g) of the Plan and in connection with which the surviving or acquiring
entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an
involuntary termination for reasons other than Cause or a resignation for Good Reason, then all unvested Units shall immediately
vest in full.


 


(ii)              
If this Award is not continued, assumed or replaced in connection with a Change in Control that constitutes a Corporate Transaction,
then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control.


 


(iii)            
For purposes of this Section 4(b)(3), this Award will be considered assumed or replaced under the circumstances specified in Section
12(b)(1) of the Plan.


 


5.       Effect
of Termination of Service. Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service
Provider, you will forfeit all unvested Units.


 


6.       Settlement
of Units. After any Units vest pursuant to Section 4, the Company shall, as soon as practicable (but no later than the
15th day of the third calendar month following the Vesting Date), cause to be issued and delivered to you (or to your
personal representative or your designated beneficiary or estate in the event of your death, as applicable) one Share in payment
and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by
an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided
to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding
provisions of Section 8 and compliance with all applicable legal requirements as provided in Section 16(c) of the Plan, and shall
be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with
respect to the issue and transfer of Shares to you pursuant to this Agreement, and all fees and expenses incurred by it in connection
therewith.


 


7.       Dividend
Equivalents. If the Company pays cash dividends on its Shares while any Units subject to this Agreement are outstanding,
then on each dividend payment date a dividend equivalent dollar amount equal to the number of Units credited to your account pursuant
to this Agreement as of the dividend record date times the dollar amount of the cash dividend per Share shall be deemed reinvested
in additional Units as of the dividend payment date and such additional Units shall be credited to your account. The number of
additional Units so credited shall be determined based on the Fair Market Value of a Share on the dividend payment date. Any additional
Units so credited will be subject to the same terms and conditions, including the timing of vesting and settlement, applicable
to the underlying Units to which the dividend equivalents relate.


 


8.       Tax
Consequences and Withholding. No Shares will be delivered to you in settlement of vested Units unless you have made arrangements
acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of
the delivery of the Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable
to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance
with the provisions of Section 14 of the Plan. You may elect to satisfy such withholding tax obligations by having the Company
withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value
equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.


 


 





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9.       Notices.
Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including
electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed
or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications
by you to the Company shall be mailed or delivered to the Company, to the attention of its Chief Executive Officer, at its office
at 5210 E. Williams Circle, Suite 750, Tucson, Arizona 85711, [e-mail address], and all notices or communications by the Company
to you may be given to you personally or may be mailed or, if you are still a Service Provider, emailed to you at the address indicated
in the Company's records as your most recent mailing or email address.


 


10.       Additional
Provisions.


 


(a)       No
Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate,
and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the
effect it may have upon you under this Agreement.


 


(b)       Governing
Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules
and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any
conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.


 


(c)       Governing
Law.  This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed
by, construed, and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles
thereof.


 


(d)       Severability.
The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable,
in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You also agree
that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as
modified, is valid and enforceable under applicable law.


 


(e)       Binding
Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors
and assigns of the Company.


 


(f)       Section
409A of the Code. The Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement
are intended to either be exempt from or comply with Section 409A of the Code so as not to subject you to payment of any additional
tax, penalty or interest imposed under Section 409A of the Code. The provisions of this Award shall be construed and interpreted
to avoid the imputation of any such additional tax, penalty or interest under Section 409A of the Code yet preserve (to the nearest
extent reasonably possible) the intended benefit payable to you.


 


(g)       Compensation
Recovery Policy. To the extent that any compensation paid or payable pursuant to this Agreement is considered “incentive-based
compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall
be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the
Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and
regulations thereunder adopted by the SEC or any national securities exchange on which the Common Stock is then listed. This Agreement
may be unilaterally amended by the Company to comply with any such compensation recovery policy.


 


 





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(h)       Electronic
Delivery and Acceptance. The Company may deliver any documents related to this Restricted Stock Unit Award by electronic means
and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by
electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained
by the Company or the Company’s third-party stock plan administrator.


 


 


By signing the cover page of this
Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions
described above and in the Plan document.


 


 





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