Exhibit 4.06


 


SMARTMETRIC, INC.


2017 EQUITY COMPENSATION PLAN


RESTRICTED STOCK AWARD AGREEMENT


 


Unless otherwise defined herein, the terms defined
in the SmartMetric, Inc. 2017 Equity Compensation Plan (the “Plan”) will have the same defined meanings in this
Restricted Stock Award Agreement (the “Award Agreement”).


 


	I.	NOTICE OF RESTRICTED STOCK GRANT


 


Participant Name:


 


Address:


 


You have been granted the right to receive an Award of Restricted Stock,
subject to the terms and conditions of the Plan and this Award Agreement, as follows:


 


	Grant Number	 	 
	 	 	 
	Date of Grant	 	 
	 	 	 
	Vesting Commencement Date	 	 
	 	 	 
	Total Number of Shares Granted	 	 


 


Vesting Schedule:


 


Subject to any acceleration provisions contained
in the Plan or set forth below, the Restricted Stock will vest and the Company’s right to reacquire the Restricted Stock
will lapse in accordance with the following schedule:


 


[Insert Vesting Schedule]


 


II.           TERMS AND CONDITIONS
OF RESTRICTED STOCK GRANT


 


1.            Grant
of Restricted Stock. The Company hereby grants to the individual named in the Notice of Grant in Part I of this Award Agreement
(the “Participant”) under the Plan for past services and as a separate incentive in connection with his or her services
and not in lieu of any salary or other compensation for his or her services, an Award of Shares of Restricted Stock, subject to
all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. In the event of
a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions
of the Plan will prevail.


 


2.            Escrow
of Shares.


(a)          All
Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated
by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time
as the Shares of Restricted Stock vest or the date Participant ceases to be an Employee, (Eligible) Director, Consultant or Advisor
(collectively “Service Provider”).


 






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(b)         The
Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in
escrow while acting in good faith and in the exercise of its judgment.


 


(c)         Upon
Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such
termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company.
Participant hereby appoints the Escrow Holder with full power of substitution, as Participant’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and
instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing
such unvested Shares of Restricted Stock to the Company upon such termination.


 


(d)         The
Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they
vest following Participant’s request that the Escrow Holder do so.


 


(e)         Subject
to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow,
including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon.


 


(f)         In
the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the
Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in
his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock,
cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or
securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions
and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant
receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised
by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities
acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject
to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award
Agreement. The Administrator or Committee (collectively “Administrator”) in its absolute discretion at any time may
accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants
to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.


 


(g)         The
Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted
Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.


 


3.           Vesting
Schedule. Except as provided in Section 5, and subject to Section 6, the Shares of Restricted Stock awarded by this
Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares of Restricted Stock
scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with
any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date
of Grant until the date such vesting occurs.


 






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4.             Administrator
Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the
balance, of the unvested Restricted Stock at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock
will be considered as having vested as of the date specified by the Administrator.


 


5.             Forfeiture
upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, the balance
of the Shares of Restricted Stock that have not vested at the time of Participant’s termination as a Service Provider for
any reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the
date of such termination and Participant will have no further rights thereunder. Participant will not be entitled to a refund of
the price paid for the Shares of Restricted Stock, if any, returned to the Company pursuant to this Section 6. Participant
hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments,
including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such
unvested Shares to the Company upon such termination of service.


 


6.            Death
of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then
deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or
executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance
with any laws or regulations pertaining to said transfer.


 


7.            Withholding
of Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted
Stock may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined
by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which
the Company determines must be withheld with respect to such Shares. The Administrator, in its sole discretion and pursuant to
such procedures as it may specify from time to time, may permit Participant to satisfy such tax withholding obligation, in whole
or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares
having a Fair Market Value equal to the minimum amount required to be withheld, (c) delivering to the Company already vested
and owned Shares having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number
of such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount required to be withheld. To the extent determined appropriate by the Company
in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number
of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required
tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to Sections 3
or 5, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.


 


8.             Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant
or the Escrow Agent. Except as provided in Section 2, after such issuance, recordation and delivery, Participant will have
all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on
such Shares.


 






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9.             No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES OF RESTRICTED STOCK PURSUANT
TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK OR ACQUIRING
SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR
THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP
AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


10.           Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company,
in care of its Stock Administration at SmartMetric, Inc., 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89109 or at such
other address as the Company may hereafter designate in writing.


 


11.           Grant
is Not Transferable. Except to the limited extent provided in Section 7, the unvested Shares subject to this grant and
the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of any unvested Shares of Restricted Stock subject to this grant, or any right
or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the
rights and privileges conferred hereby immediately will become null and void.


 


12.           Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.


 


13.           Additional
Conditions to Release from Escrow. The Company will not be required to issue any certificate or certificates for Shares hereunder
or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following conditions:
(a) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings
or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator will,
in its absolute discretion, deem necessary or advisable; (b) the obtaining of any approval or other clearance from any state
or federal governmental agency, which the Administrator will, in its absolute discretion, determine to be necessary or advisable;
and (c) the lapse of such reasonable period of time following the date of grant of the Restricted Stock as the Administrator
may establish from time to time for reasons of administrative convenience.


 


14.           Plan
Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized
terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.


 






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15.           Administrator
Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such
rules (including, but not limited to, the determination of whether or not any Shares of Restricted Stock have vested). All actions
taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant,
the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Award Agreement.


 


16.           Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Shares of Restricted Stock
awarded under the Plan or future Restricted Stock that may be awarded under the Plan by electronic means or request Participant’s
consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another
third party designated by the Company.


 


17.           Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award
Agreement.


 


18.           Agreement
Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will
be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Award Agreement.


 


19.           Modifications
to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant
expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements
other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement,
the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without
the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection
to this Award of Restricted Stock.


 


20.           Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received
an Award of Restricted Stock under the Plan, and has received, read and understood a description of the Plan. Participant understands
that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.


 


21.           Governing
Law. This Award Agreement will be governed by the laws of the State of Nevada, without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock or this Award Agreement.


 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the
Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in
the residence address indicated below.


 






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        PARTICIPANT:
	 	
        SMARTMETRIC, INC.:

        

	 	 	 
	 	 	 
	Signature	 	By
	 	 	  
	 	 	 
	Print Name	 	Title




 



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