Exhibit 10.5 


 


AEROVIRONMENT, INC.


 


2021 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AWARD GRANT NOTICE AND


RESTRICTED STOCK AWARD AGREEMENT


 


AeroVironment, Inc., a Delaware
corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”),
hereby grants to the individual listed below (“Participant”), the right to the number of shares of the Company’s
Stock set forth below (the “Shares”). This Restricted Stock award is subject to all of the terms and conditions
as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock
Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.


 


	Participant:	 
	 	 
	Grant Date:	 
	 	 
	Vesting Commencement Date:	 
	 	 
	Total Number of Shares of Restricted Stock:	 
	 	 
	Vesting Schedule:	
    Subject to the accelerated vesting provided in
    Section 4.13 of the Restricted Stock Agreement, restrictions shall lapse as follows:

    [Vesting schedule to be specified in
individual agreements]

    Upon a Change in Control, all of the
Unreleased Shares (as defined in the Restricted Stock Agreement) will vest and be released from any forfeiture or repurchase restrictions
effective as of the date of the Change in Control.

     



 


ELECTRONIC Acceptance
of Award:


 


By electronically accepting
this Restricted Stock Agreement by clicking on the Accept button box on the Grant Agreement page, Participant agrees to
be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted
Stock Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on https://solium.com/, and has had an opportunity
to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted
Stock Agreement and the Plan. Participant further acknowledges that he or she has been provided with a copy of the prospectus for the
Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement.


 






     


     


    

 


EXHIBIT A


 


TO RESTRICTED STOCK AWARD GRANT NOTICE


RESTRICTED STOCK
AWARD AGREEMENT


 


Pursuant to the Restricted
Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”)
is attached, AeroVironment, Inc., a Delaware corporation (the “Company”), has granted to Participant the right
to purchase the number of shares of Restricted Stock under the Company’s 2021 Equity Incentive Plan (the “Plan”)
indicated in the Grant Notice.


 


ARTICLE
I



GENERAL


 


1.1        
Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant
Notice.


 


1.2        
Incorporation of Terms of Plan. The Shares are subject to the terms and conditions of the Plan which are incorporated herein
by reference.


 


ARTICLE
II



GRANT OF RESTRICTED STOCK


 


2.1        
Grant of Restricted Stock. Effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
upon the terms and conditions set forth in the Plan and this Agreement, the Company irrevocably grants to Participant the number of shares
of Stock set forth in the Grant Notice (the “Shares”), in consideration of Participant’s employment with
or service to the Company or any Subsidiary thereof on or before the Grant Date, for which the Committee has determined Participant has
not been fully compensated, and the Committee has determined that the benefit received by the Company as a result of such employment or
service has a value that exceeds the aggregate par value of the Shares, which Shares, when issued in accordance with the terms hereof,
shall be fully paid and nonassessable.


 


2.2        
Issuance of Shares. On the Grant Date, the Company shall issue the Shares to Participant and shall (a) cause a stock certificate
or certificates representing the Shares to be registered in the name of Participant, or (b) cause such Shares to be issued in uncertificated
form, with such Shares recorded in the name of Holder in the books and records of the Company’s transfer agent, with appropriate
notations regarding the restrictions imposed pursuant to this Agreement. If a stock certificate is issued, it shall be delivered to and
held in custody by the Company pursuant to Section 3.5 below and shall bear the restrictive legends required by Section 4.4 below. If
the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement.


 


2.3        
Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The
Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions:


 


(a)               
The admission of such Shares to listing on all stock exchanges on which such Stock is then listed; and


 






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(b)               
 The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable; and


 


(c)               
The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and


 


(d)               
The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state, local
or foreign tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and


 


(e)               
The lapse of such reasonable period of time following the Grant Date as the Committee may from time to time establish for reasons
of administrative convenience.


 


2.4        
Rights as Stockholder. Except as otherwise provided herein, upon issuance of the Shares by the Company, Participant shall
have all the rights of a stockholder with respect to the Shares, subject to the restrictions herein, including the right to vote the Shares
and to receive all dividends or other distributions paid or made with respect to the Shares; provided, however, that any and all
cash dividends paid on such Shares and any and all shares of Stock, capital stock or other securities received by or distributed to Participant
with respect to the Shares as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification,
or similar change in the capital structure of the Company shall also be subject to the Forfeiture Restriction (as defined in Section 3.1
below) and the restrictions on transfer in Section 3.4 below until such restrictions on the underlying Shares lapse or are removed pursuant
to this Agreement and shall be held by the Company pursuant to Section 3.5 pending the removal of such restrictions.


 


2.5        
Consideration to the Company. In consideration of the issuance of the Shares by the Company, Participant agrees to render
faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant
any right to (a) continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of
the Company and its Subsidiaries, which are hereby expressly reserved, to discharge Participant, if Participant is an Employee, or (b)
continue to provide services to the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company
or its Subsidiaries, which are hereby expressly reserved, to terminate the services of Participant, if Participant is a consultant, at
any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written or electronic
agreement between the Company, a Subsidiary and Participant, or (c) continue to serve as a member of the Board or shall interfere with
or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge Participant in accordance with the
Company’s Bylaws.


 


ARTICLE
III



RESTRICTIONS ON SHARES


 


3.1         Forfeiture
Restriction. Subject to the provisions of Sections 3.2 and 4.13 below, if Participant has a Termination of Service, all of the
Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action of the Company (the
 “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal
and beneficial owner of the Unreleased Shares and all rights and interests therein or relating thereto, and the Company shall have
the right to retain and transfer to its own name the number of Unreleased Shares being forfeited by Participant. In the event any of
the Shares are forfeited pursuant to this Section 3.1, any dividends or other distributions paid on such Shares and held by the
Company shall be retained by the Company. Participant hereby authorizes and directs the Secretary of the Company, or such other
person designated by the Committee, to transfer the Unreleased Shares which have been forfeited pursuant to this Section 3.1 from
Participant to the Company.


 






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3.2       
Release of Shares from Forfeiture Restriction. Subject to Section 3.1 above, the Shares shall be released from the Forfeiture
Restriction as indicated in the Grant Notice. Any of the Shares released from the Forfeiture Restriction shall thereupon be released from
the restrictions on transfer under Section 3.4. In the event any of the Shares are released from the Forfeiture Restriction, any dividends
or other distributions paid on such Shares and held by the Company pursuant to Section 2.4 shall be promptly paid by the Company to Participant.
As soon as administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable,
either deliver to Participant the certificate or certificates representing such Shares in the Company’s possession belonging to
Participant, or, if the Shares are held in uncertificated form, then the Company shall remove the notations on any such Shares. Participant
(or the beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, as the case may
be) shall deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary
or advisable in connection with any such delivery.


 


3.3        
Unreleased Shares. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction
are referred to herein as “Unreleased Shares.”


 


3.4        
Restrictions on Transfer.


 


(a)      Subject to forfeiture
to the Company pursuant to Section 3.1 and Section 3.4(b), no Unreleased Shares or any dividends or other distributions thereon or any
interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of Participant or his or her successors
in interest or shall be subject to sale or other disposition by Participant or his or her successors in interest by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such sale or other disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and
any attempted sale or other disposition thereof shall be null and void and of no effect.


 


(b)       Notwithstanding
any other provision in this Agreement, with the consent of the Committee, the Unreleased Shares may be transferred to certain persons
or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions
or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family or to such other persons
or entities as may be expressly approved by the Committee (each a “Permitted
Transferee”), pursuant to such conditions and procedures as the Committee may require.
Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being
made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s Termination
of Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution)
and on a basis consistent with the Company’s lawful issue of securities. 


 


     3.5             Escrow.
The Secretary of the Company, or such other escrow holder as the Committee may appoint, may retain physical custody of the
certificates, if any, representing the Shares (and any dividends or other distributions paid on such Shares) until all of the
restrictions imposed pursuant to this Agreement lapse or shall have been removed. In such event, Participant shall not retain
physical custody of any certificates representing Unreleased Shares issued to Participant (or any dividends or other distributions
paid on such Shares). Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Company and
each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased
Shares (and any dividends or other distributions paid on such Shares) to the Company as may be required pursuant to the Plan or this
Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem
necessary or advisable in connection with any such transfer. The Company, or its designee, shall not be liable for any act it may do
or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.


 






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ARTICLE
IV



OTHER PROVISIONS


 


4.1           
Adjustment for Stock Split. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification, or similar change in the capital structure of the Company, the Committee shall make appropriate and equitable adjustments
in the Unreleased Shares subject to the Forfeiture Restriction and the number of Shares, consistent with any adjustment under Section
10.1 of the Plan. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any
and all shares of capital stock or other securities or other property or cash which may be issued in respect of, in exchange for, or in
substitution of the Shares, and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations
and the like occurring after the date hereof.


 


4.2        
Taxes.


 


(a)        Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company)
shall be responsible for Participant’s tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement. Participant understands that Participant will recognize ordinary income for federal income tax purposes under Section
83 of the Code as and when the Forfeiture Restriction lapses. Participant understands that Participant may elect to be taxed for federal
income tax purposes at the time the Shares are purchased by Participant rather than as and when the Forfeiture Restriction lapses by filing
an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase.


 


Participant
ACKNOWLEDGES THAT IT IS Participant’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE
THIS FILING ON Participant’S BEHALF.


 


(b)       Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to require payment (which payment may be made in cash, by deduction
from other compensation payable to Participant or in any form of consideration permitted by the Plan) of any sums required by federal,
state or local tax law to be withheld with respect to the issuance, lapsing of restrictions on or sale of the Shares. The Company shall
not be obligated to deliver any new certificate representing vested Shares to Participant or Participant’s beneficiary or legal
representative unless and until Participant or Participant’s beneficiary or legal representative, as applicable, shall have paid
or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting
from the issuance, lapsing of restrictions on or sale of the Shares.


 






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4.3            Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for
the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such
rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon
Participant, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan, this Agreement or the Shares. In its absolute discretion, the Board may
at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.


 


4.4        
Restrictive Legends and Stop-Transfer Orders.


 


(a)           
Any share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the following legend and any other legends
that may be required by state or federal securities laws:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


(b)           
Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate
 “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.


 


(c)            
The Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to
any purchaser or other transferee to whom such shares shall have been so transferred.


 


4.5            Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care
of the Secretary of the Company at the address given beneath the signature of an authorized officer of the Company on the Grant Notice,
and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature
on the Grant Notice. By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices
to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested)
and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.


 


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


 






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4.7            Construction.
This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts
of laws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.


 


4.8            Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the Shares are to be issued, only in such a manner as to conform to such laws, rules and regulations. To the
extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.


 


4.9             Amendments. This Agreement may not be modified, amended or terminated except by an instrument signed or electronically accepted
by Participant and by a duly authorized representative of the Company.


 


4.10           Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and
this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein
set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.


 


4.11            Entire
Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.


 


4.12           Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 








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