Exhibit 10.2


 


STRYVE
FOODS, INC.


2021
OMNIBUS INCENTIVE PLAN


RESTRICTED
STOCK UNIT AWARD


 


[PARTICIPANTID]


[FIRSTNAME]
[LASTNAME]


 


You
have been granted an award of Restricted Stock Units (this “Award”) of Stryve Foods, Inc. (the “Company”) 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 Restricted Stock Units:

     
	 	 

    [SHARESGRANTED]

	Vesting
    Schedule:	 	_______
    of the Restricted Stock Units 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 Stock Units 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 Stock Units are vested, you will forfeit the unvested Restricted Stock Units.

     

	Settlement of Restricted

                                                                           Stock Units:
	 	As
    soon as practicable after your Restricted Stock Units vest (but no later than two-and-one-half months from the end of the fiscal
    year in which vesting occurs), the Company will settle such vested Restricted Stock Units by issuing in your name certificate(s)
    or making an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested.

     

	Transferability
    of

    Restricted
    Stock Units:
	 	You
    may not sell, transfer or otherwise alienate or hypothecate this Award or any of your Restricted Stock Units 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.

     



 




    	 



     


    

 


	Rights
    as Stockholder:	 	You
    will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units (including
    with respect to voting or dividends) unless and until a certificate for Shares is issued upon vesting of the Restricted Stock Units
    or the Company makes an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested.

     

	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.

     

    To
    the extent that the receipt, vesting or settlement of the Restricted Stock Units, or other event, results in income to you for federal,
    state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection
    with such receipt, vesting, settlement 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.

     

    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 Shares otherwise deliverable to
    you upon settlement having an aggregate Fair Market Value on the date the tax is to be determined equal to the tax that the Company
    must withhold in connection with the vesting or settlement of such Restricted Stock Units; provided that the amount so withheld shall
    not exceed the maximum statutory rate to the extent necessary to avoid an accounting charge. Your election must be irrevocable, in
    writing, and submitted to the Secretary of the Company before the applicable vesting or settlement 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 the grant of the Restricted Stock Units, you agree not to sell any Shares acquired in connection with the Restricted
        Stock Units 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



 




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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.


 


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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