Exhibit 10.4


 


CYREN
LTD.


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


(For
Non-Employee Directors)


 


Cyren
Ltd. (the “Company”) has granted to the Participant an award (the “Award”)
of certain units pursuant to the Cyren Ltd. 2016 Non-Employee Director Equity Incentive Plan (the “Plan”),
each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:


 


	Participant:	________________	 	 
	 	 	 	 
	Date
    of Grant:	________________
	 	 
	Total
    Number of Units:	______________,
subject to adjustment as provided by the Restricted Stock Units Agreement.
	 	 
	Settlement
    Date:	Except
    as provided by the Restricted Stock Units Agreement, the date on which a Unit becomes a Vested Unit.
	 	 
	Vesting
    Start Date:	________________
	 	 
	Vested
    Units:	Except
        as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated
        prior to the applicable date, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is
        determined by multiplying the Total Number of Units by the “Vested Ratio” determined as of such
        date, as follows:

         

        [  ]

	 	 
	Accelerated
Vesting:
	Notwithstanding
any other provision contained in this Grant Notice or the Restricted Stock Units Agreement, the total Number of Units shall become
Vested Units immediately prior and subject to the closing of a Change in Control transaction, provided that the Participant’s
Service has not terminated prior to the date of closing of the Change in Control transaction.

	 	 
	Superseding
    Agreement:	None


 






     


     


    

 





By
their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the
Participant agree that the Award is governed by this Grant Notice and by the provisions of the Restricted Stock Units Agreement,
annexed hereto, and the Plan, both of which are made a part of this document, and by the Superseding Agreement, if any. The Participant
acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus for the Plan are available on the
Company’s internal website and may be viewed and printed by the Participant for attachment to the Participant’s copy
of this Grant Notice. The Participant represents that the Participant has read and is familiar with the provisions of the Restricted
Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.


 





	CYREN LTD.	 	PARTICIPANT
	 	 	 	 
	By: 	 	 	 
		[officer name]	 	Signature
		[officer title]	 	 
	 	 	 	Date
	 	 	 	 
	 	 	 	Address
	 	 	 	 







		ATTACHMENTS:	2016
                                         Non-Employee Director Equity Incentive Plan, as amended to the Date of Grant; and Plan
                                         Prospectus



 




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CYREN
LTD.


RESTRICTED
STOCK UNITS AGREEMENT


(For
Non-Employee Directors) 


 


Cyren
Ltd. 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 conditions of the
Cyren Ltd. 2016 Non-Employee Director 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.


 






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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 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 and if the Company has allowed the Participant to satisfy its tax obligations pursuant to Section 7.2 of this Agreement,
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 with respect to classification of the Award
under generally accepted accounting principles in the United States.


 


7.4 THE
PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING THE AWARD OR SHARES OF
STOCK ISSUED UPON VESTING OF THE AWARD OF OR TRANSFERRING THE SHARES OF STOCK.


 


8. 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.


 






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9. 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 8. 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.


 


10. 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.


 


11. 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:


 


11.1 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 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.


 






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11.2 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.


 


11.3 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.


 


11.4 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.


 


12. Miscellaneous
Provisions.


 


12.1 Termination
or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that except
as provided in the Grant Notice in connection with a Change in Control, if applicable, 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.




 


12.2 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.


 






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12.3 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.


 


12.4 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.


 


12.5 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.


 


(a) Description
of Electronic Delivery. 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.


 


(b) Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 12.5(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 12.5(a). 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 12.5(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 12.5(a).


 


12.6 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.


 


12.7 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.


 


12.8 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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