Exhibit
10.1 


 


STRYVE
FOODS, INC.


2021
OMNIBUS INCENTIVE PLAN


RESTRICTED
STOCK AWARD


 


[PARTICIPANTID]


[FIRSTNAME]
[LASTNAME]


 


You
have been granted an award of shares of Class A common stock of Stryve Foods, Inc. (the “Company”) constituting a Restricted
Stock Award (this “Award”) under the Stryve Foods, Inc. 2021 Omnibus Incentive Plan (the “Plan”), effective as
of the Grant Date, with the following terms and conditions:


 


	Grant
    Date:	 	[___________],
                                            [____]

     

	Vesting
    Commencement Date:	 	[___________],
    [____]
	 	 	 
	Number
of Shares of Restricted Stock (“Restricted Shares”):

     
	 	[SHARESGRANTED]

	Vesting
    Schedule:	 	_______
                                            of the Restricted Shares will vest on each of the first _______ anniversaries of the Vesting
                                            Commencement Date, provided you are continuously employed by, or in service with, the Company
                                            or an Affiliate until the applicable vesting date.

     

    In
    the event of your termination of employment or service with the Company or its Affiliates as a result of your death or disability
    (as determined by the Administrator), then 100% of the Restricted Shares will vest in full on the date of such termination.

     

    Upon
    a Change of Control, Section 17(c) of the Plan will apply to this Award.

    Except
    as otherwise provided above, upon your termination of employment, or cessation of services to, the Company and its Affiliates prior
    to the date the Restricted Shares are vested, you will forfeit the unvested Restricted Shares.

     

	Release
    of Shares:	 	Unless
                                            otherwise determined by the Company, the Restricted Shares will be held in an account at
                                            the Company’s transfer agent pending vesting. As soon as practical after any Restricted
                                            Shares vest, the applicable restrictions on the Restricted Shares will be removed and such
                                            Shares will be issued according to your instructions.

     

	Transferability
                                            of

    Restricted
    Shares:
	 	You
may not sell, transfer or otherwise alienate or hypothecate this Award or any of your Restricted Shares until they are vested. In addition,
by accepting this Award, you agree not to sell any Shares acquired under this Award other than as set forth in the Plan and at a time
when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. The Company also
may require you to enter into a stockholder’s agreement that will include additional restrictions on the transfer of Shares acquired
under this Award that will remain effective after such Shares have vested. 




 






    	 



     


    

 


	Voting
    and Dividends:	 	While
                                            the Restricted Shares are subject to forfeiture, you may exercise full voting rights so long
                                            as the applicable record date occurs before you forfeit the Restricted Shares. Any dividends
                                            or other distributions paid with respect to the Restricted Shares for which the record date
                                            occurs before you forfeit the Restricted Shares will be held in the custody of the Company
                                            and will be subject to the same risk of forfeiture, restrictions on transferability and other
                                            terms of this Award that apply to the Restricted Shares with respect to which such dividends
                                            or other distributions were made. All such dividends or other distributions shall be paid
                                            to you within 45 days following the full vesting of the Restricted Shares with respect to
                                            which such dividends or other distributions were made.

     

	Market
                                            Stand-Off:

     
	 	In
                                            connection with any underwritten public offering by the Company of its equity securities
                                            pursuant to an effective registration statement filed under the Securities Act of 1933, as
                                            amended, you agree that you shall not directly or indirectly sell, make any short sale of,
                                            loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase
                                            of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer
                                            or agree to engage in any of the foregoing transactions with respect to, any Shares acquired
                                            under this Award without the prior written consent of the Company. Such restriction shall
                                            be in effect for such period of time following the date of the final prospectus for the offering
                                            as may be determined by the Company. In no event, however, shall such period exceed one hundred
                                            eighty (180) days.

     

	Taxes:	 	You
                                            understand that you (and not the Company or any Affiliate) shall be responsible for your
                                            own federal, state, local or foreign tax liability and any of your other tax consequences
                                            that may arise as a result of the transactions contemplated by this Award. You shall rely
                                            solely on the determinations of your tax advisors or your own determinations, and not on
                                            any statements or representations by the Company or any of its agents, with regard to all
                                            such tax matters.

     

    You
    understand that you may alter the tax treatment of the Shares subject to this Award by filing an election under Section 83(b) of
    the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within thirty (30) days after
    the date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Shares and the
    advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and
    not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives
    to make this filing on your behalf.

     

    To
    the extent that the receipt or the vesting of the Restricted Shares, or the payment of dividends or other distributions on the Restricted
    Shares, or any other event, results in income to you for federal, state or local income tax purposes, except as otherwise provided
    in the following paragraph, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection
    with such receipt, vesting, payment or other event, as the case may be, such amount as the Company requires to meet its withholding
    obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold
    from other compensation payable to you an amount sufficient to satisfy its withholding obligations.

     

    If
you do not make an election under Code Section 83(b) in connection with this Award, then, to the extent permitted by the Company at the
time a tax withholding requirement arises, you may satisfy the withholding requirement in whole or in part, by electing to have the Company
withhold for its own account that number of Restricted Shares otherwise deliverable to you from escrow hereunder on the date the tax
is to be determined having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total
tax that the Company must withhold in connection with the vesting of such Restricted Shares. Your election must be irrevocable, in writing,
and submitted to the Secretary of the Company before the applicable vesting date. The Fair Market Value of any fractional Share not used
to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.




 






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	Miscellaneous:	 	●	  Neither
    the Plan nor the grant of this Award shall constitute or be evidence of any agreement or understanding, express or implied, that
    you have a right to continue as an employee of the Company or any of its Affiliates for any period of time, or at any particular
    rate of compensation.
	 	 	 	 
	 	 	●	The Plan and this Award
    constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all
    prior undertakings and agreements between you and the Company with respect to the subject matter hereof. You expressly warrant that
    you are not accepting this Award in reliance on any promises, representations, or inducements other than those contained herein.
	 	 	 	 
	 	 	●	By accepting this Award,
    you agree not to sell any Shares acquired in connection with this Award other than as set forth in the Plan and at a time when applicable
    laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale.
	 	 	 	 
	 	 	●	As a condition of the granting
    of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee
    and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant
    to this Award shall be final, binding and conclusive.
	 	 	 	 
	 	 	●	Subject to the terms of
    the Plan, the Committee may modify or amend this Award without your consent as permitted by Section 15(c) of the Plan or: (i) to
    the extent such action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any
    principal securities exchange or market on which Shares are then traded; (ii) to the extent the action is deemed necessary by
    the Committee to preserve favorable accounting or tax treatment of this Award for the Company; or (iii) to the extent the Committee
    determines that such action does not materially and adversely affect the value of this Award or that such action is in the best interest
    of you or any other person who may then have an interest in this Award.
	 	 	 	 
	 	 	●	This Award may be executed
    in counterparts.


 


This
Award is granted under and governed by the terms and conditions of the Plan. The terms of the Plan to the extent not stated herein are
expressly incorporated herein by reference and in the event of any conflict between this Award and the Plan, the terms of the Plan shall
govern, control and supersede over the provisions of this Award. Capitalized terms used in this Award and not defined shall have the
meanings given in the Plan.


 



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BY
ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF
THE PLAN.


  





	STRYVE FOODS, INC.	 	PARTICIPANT
	 	 	 	 	 
	By:	 	 	 
	 	[EXECUTIVE]	 	[EMPLOYEE]
	 	[POSITION]	 	 	 
	 	 	 	 	 
	Date:	 	 	 	 



 






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