Exhibit 10.3


 


ELECTRIC LAST MILE SOLUTIONS, INC. 2020 INCENTIVE
PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


(Time & Performance Vesting)


 


THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (this “Agreement”) is made and entered into as of ____________, 20___ (the “Grant Date”),
by and between Electric Last Mile Solutions, Inc. (f/k/a Forum Merger III Corporation), a Delaware corporation (the “Company”),
and the employee of the Company, or one of its affiliates, whose signature is set forth on the signature page hereof (the “Participant”).
This Agreement shall be effective as of the Grant Date but shall be contingent on the Participant accepting this Agreement.


 


W I T N E S S E T H:


 


WHEREAS, the Company has
adopted the Electric Last Mile Solutions, Inc. 2020 Incentive Plan (the “Plan”), which permits the Company to issue
incentive awards to certain of its or its affiliates’ key personnel; and


 


WHEREAS, the Participant
is an employee of the Company or one of its affiliates, to whom the Company wishes to provide with the opportunity to receive a grant
of restricted stock units (the “RSUs”); and


 


WHEREAS, the Company desires
to grant the Participant RSUs under the Plan representing the Participant’s right to receive a specified number of shares of Common
Stock if the Participant remains in employment until the applicable vesting date and certain performance goals are achieved.


 


NOW, THEREFORE, in consideration
of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows:


 


1. Award of RSUs.
Subject to the terms and conditions set forth herein, the Company hereby awards the Participant time vesting RSUs relating to ______ shares
of Common Stock (the “Time Vesting RSUs”) and performance vesting RSUs relating to _______ shares of Common Stock (the
“Performance Vesting RSUs”).


 


2. Earning and Vesting.


 


(a) Time
Vesting RSUs. Subject to Section 4, ________% of the total Time Vesting RSUs shall vest on each of _____________, provided Participant
continues to be employed with the Company or one of its affiliates on each of such vesting dates.


 


(b) Performance
Vesting RSUs. Subject to Section 4, the percentage of the Performance Vesting RSUs indicated in the table below will be deemed eligible
for vesting (the “Eligible Performance Vesting RSUs”) if the performance goal indicated is achieved within the applicable
performance period, as thereafter affirmed by the Board no later than ___________, as it shall determine in its sole and absolute discretion.
[_______ of the total Eligible Performance Vesting RSUs shall vest on the date of the Board affirmation and on each of the ___________
subsequent anniversaries of such affirmation, provided Participant continues to be employed with the Company or one of its affiliates
on the applicable vesting date]:


 


Percentage of RSUs Earned        Performance
Goal          Performance Period





 


3. Settlement.
As soon as reasonably practicable (but no more than two and one-half (21⁄2) months) after each vesting date, as is determined by
the Company in its sole and absolute discretion, the Company will issue to the Participant a number of shares of Common Stock equal to
the number of RSUs that were deemed vested as a result of such date and/or event.


 






    


     


    

 


4. Termination
of Employment or Lapse of Performance Period. If the Participant’s employment with the Company and its affiliates is terminated
for any reason, then all RSUs that have not become earned and vested as of the date of termination shall be forfeited as of the date on
which such termination occurs. In addition, if the performance period applicable to Performance Vesting RSUs ends without the applicable
performance goals having been achieved, as determined by the Board, in its sole discretion, such Performance Vesting RSUs will be forfeited
as of the last day of such performance period.


 


5. No Rights as a Stockholder; Dividend Equivalents.
The Participant shall not have any rights of a stockholder of the Company with respect to the shares of Common Stock underlying the RSUs
(including, without limitation, any voting rights, or any right to dividends), until the shares have been issued hereunder.


 


6. Tax Withholding. As a condition of receiving
this award of RSUs, the Participant agrees to pay to the Company, upon demand, such amount as may be requested by the Company for the
purpose of satisfying its liability to withhold federal, state, or local income or other taxes due by reason of the grant, vesting or
settlement of, or by reason of any other event relating to, the RSUs. If the Participant does not make such payment, then the Company
or its affiliate may withhold such taxes from other amounts owed to the Participant or may choose to satisfy such withholding obligations
by withholding a number of shares of Common Stock otherwise issuable hereunder having a Fair Market Value on the date the tax obligation
arises equal to the amount to be withheld; provided, however, that the amount to be withheld may not exceed the total maximum
statutory tax rates associated with the transaction to the extent needed for the Company to avoid adverse accounting treatment; and provided,
further, that, in the event the Company cannot for any reason withhold shares to satisfy such withholding obligations, the Participant
agrees to pay to the Company upon demand such amount as may be requested by the Company for the purpose of satisfying such withholding
obligations, and the Company may withhold any amounts necessary to satisfy its or its affiliates’ withholding obligations from other
amounts owed to the Participant. The Committee may, in its sole discretion, permit net settlement.


 


7. No Right to Employment or Service; Clawback/Forfeiture/Recoupment
of Awards for Breach of Contract. Nothing in this Agreement shall confer upon the Participant any right to continue in the employment
or service of the Company or any affiliate or interfere with or limit in any way the right of the Company or an affiliate to terminate
the Participant’s employment or service at any time. Notwithstanding anything to the contrary in this Agreement, if, after the Participant’s
employment or service is terminated for any reason, the Participant breaches any material provision of any applicable confidentiality,
non-compete, non-solicit, general release, covenant not-to-sue or other similar agreement with the Company or any affiliate, then the
Participant will forfeit any compensation, gain or other value realized on the vesting or settlement of any award granted under this Agreement
or the sale or other transfer of any award granted under this Agreement and must promptly repay such amounts to the Company.


 


8. Interpretation by Committee. The Participant
agrees that any dispute or disagreement which may arise in connection with this Agreement shall be resolved by the Committee, in its sole
discretion, and that any interpretation by the Committee of the terms of this Agreement or the Plan and any determination made by the
Committee under this Agreement or the Plan may be made in the sole discretion of the Committee and shall be final, binding, and conclusive.
Any such determination need not be uniform and may be made differently among Participants awarded restricted stock units.


 


9. Transferability. The Participant may
not transfer any interest in the RSUs other than under the Participant’s will or as required by the laws of descent and distribution.
The RSUs also may not be pledged, attached, or otherwise encumbered. Any purported assignment, alienation, sale, transfer, pledge, attachment,
or encumbrance of the RSUs in violation of the terms of this Agreement shall be null and void and unenforceable against the Company or
its successors. In addition, notwithstanding anything to the contrary herein, the Participant agrees and acknowledges with respect to
any shares of Common Stock issued hereunder that have not been registered under the Securities Act: (a) he or she will not sell or
otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act and any applicable state
securities laws, or in a transaction which, in the opinion of counsel for the Company, is exempt from such registration, and (b) a
legend will be placed on the certificates for the shares to such effect.


 






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10. Miscellaneous.


 


(a) Capitalized terms used and not defined herein
shall have the meanings provided in the Plan.


 


(b) This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed therein between residents
thereof.


 


(c) This Agreement may not be amended or modified
except by the written consent of the parties hereto.


 


(d) The captions of this Agreement are inserted
for convenience of reference only and shall not be taken into account in construing this Agreement.


 


(e) Any notice, filing or delivery hereunder or
with respect to the RSUs shall be given to the Participant at either his or her usual work location or his or her home address as indicated
in the records of the Company, and shall be given to the Committee or the Company at 1055 W. Square Lake Road, Troy, Michigan 48098, Attention:
Corporate Secretary. All such notices shall be given by first class mail, postage prepaid or by personal delivery.


 


(f) This Agreement shall be binding upon and inure
to the benefit of the Company and its successors and assigns and shall be binding upon and inure to the benefit of the Participant and
the Participant’s heirs and legal representatives.


 


(g) This Agreement is subject in all respects
to the terms and conditions of the Plan.


 


11. Change in
Control. Notwithstanding any other provision to the contrary contained in this Agreement, effective upon a Change in Control following
the Grant Date, any RSUs that have not yet become earned or vested, shall be deemed earned and vested and settled by the issuance of
one share per earned RSU immediately prior to the consummation of the Change in Control.




 


(Signature page follows)


 






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IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer and the Participant has hereunto
affixed his or her signature, all as of the day and year first set forth above. 


	
     

    COMPANY
	 	PARTICIPANT
	 	 	 
	electric last mile solutions, inc.	 	 
	 	 	 
	By:	         	 	 
	Name: James Taylor	 	Name of Participant:
	Its: Chief Executive Officer & President	 	No. of Performance
	
    

    
		Restricted Stock Units:	 
	 	 	No. Time Vesting Restricted Stock Units:	 
	 	 	Grant Date:	 
	 	 	 	 	 





 


 


 


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