Blueprint






Exhibit 10.4





 





BK Technologies Corporation


 



2017 Incentive Compensation Plan



RESTRICTED SHARE UNIT AGREEMENT


 



Summary of Restricted Share Unit Award


 


BK
Technologies Corporation (the “Company”) grants to the Grantee
named below, in accordance with the terms of the BK Technologies
Corporation 2017 Incentive Compensation Plan (the
“Plan”) and
this Restricted Share Unit Agreement (the “Agreement”), the following number
of Restricted Share Units, on the Date of Grant set forth
below:


 


	

Name of
Grantee:

	
 


	

Number
of Restricted Share Units:

	
 


	

Date of
Grant:

	
 


	

Vesting
Dates:

	
 







 



Terms of Agreement


 

1. Grant
of Restricted Share Units. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the
Plan, the Company hereby grants to the Grantee as of the Date of
Grant, the total number of share units (the “Restricted Share Units”) set
forth above. Each Restricted Share Unit shall represent the
contingent right to receive Share and shall at all times be equal
in value to one Share. The Restricted Share Units shall be credited
in a book entry account established for the Grantee until payment
in accordance with Section 4 hereof.


 

2. Vesting
of Restricted Share Units.


 


(a) A
ratable portion of the Restricted Share Units (rounded down to the
next whole number) shall vest on each of the Vesting Dates set
forth above (each, a “Vesting Date”), provided that the
Grantee shall have remained in the continuous employment or other
service of the Company or a Subsidiary (“Continuous Service”) through the
applicable Vesting Date.


 


(b) Notwithstanding
Section 2(a), (i) upon the occurrence of a Change in Control prior
to a Vesting Date and during the Grantee’s Continuous
Service, the vesting of the Restricted Share Units will be governed
by the applicable provisions of Section 21 of the Plan; and (ii)
the Committee may, in its sole discretion, provide for the full or
partial acceleration of vesting of the Restricted Share Units in
connection with the termination of the Grantee’s Continuous
Service for any reason prior to a Vesting Date, including, but not
limited to, termination of Continuous Service as a result of the
Grantee’s death or “Disability”, defined as the
Grantee’s permanent and total disability (within the meaning
of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.


 


3. Forfeiture
of Restricted Share Units. The Restricted Share Units that
have not yet vested pursuant to Section 2(a) shall be forfeited
automatically without further action or notice if the Grantee
ceases to be employed by the Company or a Subsidiary other than as
provided pursuant to Section 2(b).


 




 








 






 

4. Payment.


 


(a) Except
as may be otherwise provided in this Section, the Company shall
deliver to the Grantee (or the Grantee’s estate in the event
of death) the Shares underlying the vested Restricted Share Units
within thirty (30) days following the date that the Restricted
Share Units become vested in accordance with Section
2.


 


(b) Notwithstanding
Section 4(a), to the extent that the Grantee’s right to
receive payment of the Restricted Share Units constitutes a
“deferral of compensation” within the meaning of
Section 409A of the Code, payment of any vested Restricted Share
Units shall be subject to the following rules, to the extent
necessary to comply with Section 409A of the Code:


 


(i)           Except
as provided in Section 4(b)(ii), the Shares underlying the vested
Restricted Share Units shall be delivered to the Grantee (or the
Grantee’s estate in the event of death) within thirty (30)
days after the earlier of: (A) the Grantee’s
“separation from service” within the meaning of Section
409A of the Code; (B) the occurrence of a “change in the
ownership,” a “change in the effective control”
or a “change in the ownership of a substantial portion of the
assets” of the Company within the meaning of Section 409A of
the Code; or (C) the applicable Vesting Date.


 


(ii)           If
the Restricted Share Units become payable as a result of Section
4(b)(i)(A), but not as a result of the Grantee’s death, and
the Grantee is a “specified employee” at that time
within the meaning of Section 409A of the Code, then the Shares
underlying the vested Restricted Share Units shall instead be
delivered to the Grantee within thirty (30) days after the first
business day that is more than six months after the date of his or
her separation from service (or, if the Grantee dies during such
six-month period, within thirty (30) days after the Grantee’s
death).


 


(c) The Company’s
obligations with respect to the Restricted Share Units shall be
satisfied in full upon the delivery of the Shares underlying the
vested Restricted Share Units.


 


5. Transferability.
The Restricted Share Units may not be transferred, assigned,
pledged or hypothecated in any manner, or be subject to execution,
attachment or similar process, by operation of law or otherwise,
unless otherwise provided under the Plan. Any purported transfer or
encumbrance in violation of the provisions of this Section 5 shall
be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Restricted Share
Units.


 


6. Dividend,
Voting and Other Rights. The Grantee shall not possess any
incidents of ownership (including, without limitation, dividend and
voting rights) in the Shares underlying the Restricted Share Units
until such Shares have been delivered to the Grantee in accordance
with Section 4 hereof, and no dividend equivalents will be paid or
provided under this Agreement. The obligations of the Company under
this Agreement will be merely that of an unfunded and unsecured
promise of the Company to deliver Shares in the future, and the
rights of the Grantee will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set
aside as security for the obligations of the Company under this
Agreement.


 


 



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7. No
Retention Rights. Nothing contained in this Agreement shall
confer upon the Grantee any right with respect to continuance of
employment or other service with the Company or any Subsidiary, nor
limit or affect in any manner the right of the Company and its
Subsidiaries to terminate the employment or adjust the compensation
of the Grantee.


 


8. Relation
to Other Benefits. Any economic or other benefit to the
Grantee under this Agreement or the Plan shall not be taken into
account in determining any benefits to which the Grantee may be
entitled under any profit-sharing, retirement or other benefit or
compensation plan maintained by the Company or a
Subsidiary.


 


9. Taxes
and Withholding. To the extent the Company or any Subsidiary
is required to withhold any federal, state, local, foreign or other
taxes in connection with the delivery of Shares under this
Agreement, then the Company or Subsidiary (as applicable) shall
retain a number of Shares otherwise deliverable hereunder with a
value equal to the applicable tax withholding (based on the Fair
Market Value of the Shares on the date of delivery); provided that
in no event shall the value of the Shares retained exceed the
amount of taxes required to be withheld based on the maximum
statutory tax rates in the Grantee’s applicable taxing
jurisdictions. If the Company or any Subsidiary is required to
withhold any federal, state, local or other taxes at any time other
than upon delivery of the Shares under this Agreement, then the
Company or Subsidiary (as applicable) shall have the right in its
sole discretion to (a) require the Grantee to pay or provide for
payment of the required tax withholding, or (b) deduct the required
tax withholding from any amount of salary, bonus, incentive
compensation or other amounts otherwise payable in cash to the
Grantee (other than deferred compensation subject to Section 409A
of the Code).


 


10. Adjustments.
The number and kind of Shares deliverable pursuant to the
Restricted Share Units are subject to adjustment as provided in
Section 16 of the Plan.


 


11. Compliance
with Law. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws and
listing requirements with respect to the Restricted Share Units;
provided, however, notwithstanding any other provision of this
Agreement, and only to the extent permitted under Section 409A of
the Code, the Company shall not be obligated to deliver any Shares
pursuant to this Agreement if the delivery thereof would result in
a violation of any such law or listing requirement.


 


12. Amendments.
Subject to the terms of the Plan, the Committee may modify this
Agreement upon written notice to the Grantee. Any amendment to the
Plan shall be deemed to be an amendment to this Agreement to the
extent that the amendment is applicable hereto. Notwithstanding the
foregoing, no amendment of the Plan or this Agreement shall
adversely affect the rights of the Grantee under this Agreement
without the Grantee’s consent unless the Committee
determines, in good faith, that such amendment is required for the
Agreement to either be exempt from the application of, or comply
with, the requirements of Section 409A of the Code, or as otherwise
may be provided in the Plan.


 


13. Severability.
In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully
enforceable.


 


 



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14. Relation
to Plan. This Agreement is subject to the terms and
conditions of the Plan. This Agreement and the Plan contain the
entire agreement and understanding of the parties with respect to
the subject matter contained in this Agreement, and supersede all
prior written or oral communications, representations and
negotiations in respect thereto. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the Plan
shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan. The Committee
acting pursuant to the Plan, as constituted from time to time,
shall, except as expressly provided otherwise herein, have the
right to determine any questions which arise in connection with the
grant of the Restricted Share Units.


 


15. Successors
and Assigns. Without limiting Section 5, the provisions of
this Agreement shall inure to the benefit of, and be binding upon,
the permitted successors, administrators, heirs, legal
representatives and assigns of the Grantee, and the successors and
assigns of the Company.


 


16. Choice
of Law. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of
Nevada, without giving effect to the principles of conflict of laws
thereof.


 


17. Data
Privacy. In order to administer the Plan, the Company may
process personal data about the Grantee. Such data includes, but is
not limited to the information provided in this Agreement and any
changes thereto, other appropriate personal and financial data
about the Grantee such as home address and business addresses and
other contact information and any other information that might be
deemed appropriate by the Company to facilitate the administration
of the Plan. By signing this Agreement, the Grantee gives explicit
consent to the Company to process any such personal data. The
Grantee also gives explicit consent to the Company to transfer any
such personal data outside the country in which the Grantee works
or is employed, including, if the Grantee is not a U.S. resident,
to the United States, to transferees that shall include the Company
and other persons who are designated by the Company to administer
the Plan.


 


18. Plan
and Prospectus Delivery. By signing this Agreement, the
Grantee acknowledges that a copy of the Plan, the Plan Summary and
Prospectus, and the Company's most recent Annual Report and Proxy
Statement (the “Prospectus
Information”) either have been received by or provided
to the Grantee, and the Grantee consents to receiving the
Prospectus Information electronically, or, in the alternative,
agrees to contact the Chief Financial Officer of the Company to
request a paper copy of the Prospectus Information at no charge.
The Grantee also represents that he or she is familiar with the
terms and provisions of the Prospectus Information and hereby
accepts the Award on the terms and subject to the conditions set
forth herein and in the Plan. The Grantee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan or this
Agreement.


 




 


 


 


 


 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant.


 


	
 

	


BK TECHNOLOGIES CORPORATION







 


	
 

	

By:

	
 


	
 

	

Name:

	
 


	
 

	

Title:

	
 


	
 

	
 

	
 







 


	
 

	


GRANTEE







 


	
 

	
 

	
 


	
 

	

Name:

	
 


	
 

	

Address:

	
 


	
 

	
 

	
 


	
 

	
 

	
 







 




 


 


 



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