Exhibit 10.10


 


Archer
Aviation Inc.

RSU Award Grant Notice

(2021 Equity Incentive Plan)


 


Archer Aviation Inc. (the “Company”)
has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set
forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms
and conditions as set forth herein and in the Archer Aviation Inc. 2021 Equity Incentive Plan (the “Plan”)
and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety.
Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan
or the Agreement.


 


	Participant:	 
	Date of Grant:	 
	Vesting Commencement Date:	 
	Number of Restricted Stock Units:	 




 


Vesting
Schedule:       [__________________________________________________________________].
Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service. Participant acknowledges
and agrees that the Vesting Schedule may change prospectively in the event Participant’s service status changes between full- and
part-time status and/or in the event Participant is on an approved leave of absence in accordance the Company’s policies relating
to work schedules and vesting of awards or as determined by the Board.


 


Issuance
Schedule:One share of Common Stock will be issued at the time set forth in Section 5 of the Agreement for each restricted
stock unit which vests.


 


Participant
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company,
you understand and agree that:


 


		·	The
                                            RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”),
                                            and the provisions of the Plan and the Agreement, all of which are made a part of this document.
                                            Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the
                                            “RSU Award Agreement”) may not be modified, amended or revised
                                            except in a writing signed by you and a duly authorized officer of the Company.



 


		·	You
                                            have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the
                                            Prospectus. In the event of any conflict between the provisions in the RSU Award Agreement,
                                            or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



 


		·	The
                                            RSU Award Agreement sets forth the entire understanding between you and the Company regarding
                                            the acquisition of Common Stock and supersedes all prior oral and written agreements, promises
                                            and/or representations on that subject with the exception of: (i) other equity awards
                                            previously granted to you, and (ii) any written employment agreement, offer letter,
                                            severance agreement, written severance plan or policy, or other written agreement between
                                            the Company and you in each case that specifies the terms that should govern this RSU Award.



 






     


     


    

 


	Archer
    Aviation Inc.:	 	Participant:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	        	 	Date:	                    
	Date:	 	 	 


 


		Attachments:	Award
                                            Agreement, 2021 Equity Incentive Plan



 






     


     


    

 


Attachment
I


 


Archer
Aviation Inc.

Award Agreement


(2021
Equity Incentive Plan)


 


As reflected by your RSU
Award Grant Notice (“Grant Notice”), Archer Aviation Inc. (the “Company”) has
granted you a RSU Award under the Archer Aviation Inc. 2021 Equity Incentive Plan (the “Plan”) for the
number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU
Award as specified in this Award Agreement for your RSU Award (this “Agreement”) and the Grant Notice constitute
your “RSU Award Agreement”. Defined terms not explicitly defined in this Agreement but defined in the Grant
Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.


 


The general terms applicable
to your RSU Award are as follows:


 


1.            Governing
Plan Document. Your RSU Award is subject to all the provisions of the Plan, including but not limited to the provisions in:


 


(a)            Section 6
of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award;


 


(b)            Section 9(e) of
the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award;
and


 


(c)            Section 8
of the Plan regarding the tax consequences of your RSU Award.


 


Your RSU Award is further subject to all interpretations,
amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of
any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.


 


2.            Grant
of the RSU Award. This RSU Award represents your right to be issued on a future date the number of shares of the Company’s
Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization
Adjustment and subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”).
Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the
Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture
restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered
by your RSU Award.


 


3.            No
Stockholder Rights. Unless and until such time as shares of Common Stock are issued in settlement of vested RSUs, you will
have no ownership of the Shares allocated to the RSUs and will have no right to vote such Shares. You shall receive no benefit or adjustment
to this RSU Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization
Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you
in connection with your RSU Award after such shares have been delivered to you.


 


4.            Withholding
Obligations. As further provided in Section 8 of the Plan, you hereby authorize withholding from payroll and any other
amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding Obligation”)
in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company
shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the
Company arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount
of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless
from any failure by the Company to withhold the proper amount.


 






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5.            Date
of Issuance.


 


(a)            The
issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and
will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event
one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each Restricted Stock
Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different
provisions in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance
Date.”


 


(b)            If
the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day.
In addition, if:


 


(i)            the
Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company
in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise
permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously
established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance
with the Company’s policies (a “10b5-1 Arrangement)), and


 


(ii)          either
(1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not
to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date,
to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including
but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Obligation in cash,


 


then
the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance
Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common
Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date
occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in
a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third
calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to
a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).


 


(c)            To
the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of the Plan shall apply.


 


6.            Transferability.
Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of
descent and distribution.


 


7.            Corporate
Transaction. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company,
including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf
with respect to any escrow, indemnities and any contingent consideration.


 


8.            No
Liability for Taxes. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the
Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company
compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors
regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.


 






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9.            Severability.
If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.  Any
Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.


 


10.          Other
Documents.  You hereby acknowledge receipt of or the right to receive a document providing the information required
by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus.  In addition, you acknowledge
receipt of the Company’s Trading Policy.


 


11.          Questions.
 If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary
of the applicable federal income tax consequences please see the Prospectus.


 






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Attachment II


 


2021
Equity Incentive Plan


 






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