Exhibit 10.7


 


GTY TECHNOLOGY HOLDINGS INC.


2019 OMNIBUS INCENTIVE PLAN 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS RESTRICTED
STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective [ __ ] (the “Grant
Date”), by and between GTY Technology Holdings Inc., a Delaware corporation (the “Company”), and [
__ ] (the “Participant”).


 


RECITALS


 


WHEREAS, the
Company has adopted the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan, as amended (the “Plan”);


 


WHEREAS, pursuant
to Section 10 of the Plan, the Company desires to grant to the Participant an award of Restricted Stock Units (the “Units”)
set forth in Section 2(a) below, subject to certain restrictions set forth in this Agreement, effective as of the Grant Date; and


 


WHEREAS, the
Board of Directors or Compensation Committee of the Board of Directors of the Company (the “Committee”) has
duly made all determinations necessary or appropriate to the grants hereunder.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants set forth in this Agreement and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1.                 
Definitions. Any capitalized term used in this Agreement that is not defined in this Agreement will have the
same meaning given to it in the Plan.


 


2.                 
Grant of Restricted Stock Units; Vesting.


 


(a)               
Subject to the terms and conditions of the Plan, and the additional terms and conditions set forth in this Agreement, the
Company hereby grants to the Participant, an award of [ __ ] time-vesting Restricted Stock Units (the “Award”).
Each Unit is a notional amount that represents one unvested Share and constitutes the right, subject to the terms and conditions
of the Plan and this Agreement, to distribution of a Share if and when the Unit vests.


 


(b)              
Provided that the Participant remain continuously employed with the Company and its Affiliates through each applicable vesting
date, one hundred percent (100%) of the Units granted under this Award will vest on the third anniversary of the Grant Date (the
“Vesting Date”). In the event that the Participant’s employment with the Company and its Affiliates is
terminated for any reason before the Vesting Date, the Units shall be canceled and forfeited.


 


3.                 
Timing; Form of Payment. Once a Unit vests, the Participant will be entitled to receive a Share in its place
or, in the Committee’s discretion, an equivalent amount in cash (or partly in cash and partly in Shares). Delivery of the
Shares or cash, as applicable, will be made as soon as administratively feasible following the vesting of the associated Unit,
and in no event later than the sixtieth (60th) day following the Vesting Date. Any Shares paid will be credited
to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will
have full legal and beneficial ownership of the Shares at that time.


 






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4.                 
Certificates; Transferability. Units awarded under Section 2 will be credited to a book entry account maintained
by the Company on behalf of the Participant, and such book entry will appropriately record the terms, conditions and restrictions
applicable to such Units. Neither unvested Units, nor the right to vote such Units and receive dividends thereon, may be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered.


 


5.                 
Rights as a Stockholder. Unless and until a Unit has vested and the Share underlying it has been distributed
to the Participant, the Participant will not be entitled to vote in respect of that Unit or that Share. Except as provided in this
Section 5 or as otherwise required by law, the Participant shall not have any rights as a stockholder with respect to any Shares
covered by the Units granted hereunder prior to the date on which he or she is recorded as the holder of those Shares on the records
of the Company. Notwithstanding any other part of this Agreement, any quarterly or other regular, periodic dividends or distributions
(as determined by the Company) paid on Shares will accrue with respect to (i) unvested Units, and (ii) Units that are
vested but unpaid pursuant to Section 3, and in each case will be subject to the same forfeitures provisions (if any), and be paid
out at the same time or time(s), as the underlying Units on which such dividends or other distributions have accrued.


 


6.                 
Plan. The Participant hereby acknowledges receipt of a copy of the Plan. Notwithstanding any other provision
of this Agreement, the Units are granted pursuant to the Plan, as in effect on the date of the Agreement, and are subject to the
terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that except as otherwise provided
by the Plan, no amendment to either the Plan or this Agreement will deprive the Participant, without the Participant’s consent,
of any Units or of the Participant’s rights under this Agreement. The interpretation and construction by the Committee of
the Plan, this Agreement, the Units, and such rules and regulations as may be adopted by the Committee for the purpose of administering
the Plan, will be final and binding upon the Participant.


 


7.                 
No Continued Employment Rights. No provision of the Plan or this Agreement will give the Participant any right
to continue in the employ of the Company or any of its Affiliates, create any inference as to the length of employment of
the Participant, affect the right of the Company or its Affiliates to terminate the employment of the Participant, with or without
Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program of the Company
or any of its Affiliates.


 


8.                 
Changes in Company’s Capital or Organizational Structure. The existence of the Units shall not
affect in any way the right or authority of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the
Company, or any issue of preferred Shares ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its assets or business, or any other act or proceeding, whether of
a similar character or otherwise.


 


9.                 
Delays. In accordance with the terms of the Plan, the Company shall have the right to suspend or delay any
time period prescribed in this Agreement or in the Plan for any action if the Committee shall determine that the action may constitute
a violation of any law or result in any liability under any law to the Company, an Affiliate or a shareholder in the Company until
such time as the action required or permitted will not constitute a violation of law or result in liability to the Company, an
Affiliate or a shareholder of the Company.


 






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10.              
Governing Law; Construction. This Agreement and the Units will be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. The jurisdiction and
venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Agreement will be exclusively
in the courts in the State of Delaware, including the Federal Courts located therein (should Federal jurisdiction exist). Common
nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the context requires.


 


11.              
Entire Agreement. This Agreement, together with the Plan and any other agreements incorporated herein by reference,
constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior
written or oral expressions of intent or understanding with respect to such subject matter (provided, that this Agreement
shall not supersede any written consulting agreement or other written agreement between the Company and the Participant, including,
but not limited to, any written restrictive covenant agreements). The Participant represents that, in executing this Agreement,
he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to
the subject matter, bases or effect of this Agreement or otherwise.


 


12.              
Amendment. This Agreement may be amended as provided in the Plan.


 


13.              
Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party
of any provision of this Agreement will not affect its right to require performance of such provision unless and until such performance
has been waived in writing. Each right under this Agreement is cumulative and may be exercised in part or in whole from time to
time.


 


14.              
Counterparts. This Agreement may be signed in two counterparts, each of which will be an original, but both
of which will constitute one and the same instrument.


 


15.              
Headings. The headings in this Agreement are for reference purposes only and will not affect the meaning or
interpretation of this Agreement.


 


16.              
Severability. If any provision of this Agreement is for any reason held to be invalid or unenforceable, such
invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if
such invalid or unenforceable provision were omitted.


 


17.              
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will be applied against any party.


 


18.              
Successors and Assigns. This Agreement will inure to the benefit of and be binding upon each successor and
assign of the Company. All obligations imposed upon the Participant or a representative, and all rights granted to the Company
under this Agreement, will be binding upon the Participant’s or the representative’s heirs, legal representatives and
successors.


 






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19.              
Tax Consequences.Upon the payment of the Award in accordance with Section 3 above, the Participant shall
recognize taxable income in respect of the Award and the Company shall report such taxable income to the appropriate taxing authorities
in respect of the Award as it determines to be necessary and appropriate. The Company shall have the right to require the Participant
to remit to the Company, or to withhold from amounts payable to the Participant, as compensation or otherwise (including, without
limitation, in settlement of any vested Units), an amount sufficient to satisfy all foreign, federal, state and local withholding
tax requirements, as applicable. The Company may permit the Participant to satisfy any required withholding obligation by reducing
the number of Shares otherwise issuable to the Participant in connection with the vesting of the Award.


 


20.              
Code Section 409A Compliance. Notwithstanding any provision of this Agreement, to the extent that the
Committee determines that any portion of the Units granted under this Agreement is subject to Internal Revenue Code Section 409A
(“Section 409A”) and fails to comply with the requirements of Section 409A, notwithstanding anything to the
contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace
such portion of the Units in order to cause such portion of the Units to either not be subject to Section 409A or to comply with
the applicable provisions of such section.


 


 


 


[signature page follows]


 


 




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IN WITNESS WHEREOF,
the Company and the Participant have executed this Agreement as of the date first written above.


 


 





	GTY TECHNOLOGY HOLDINGS INC.:	PARTICIPANT:	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:		 	By:		
	 	 	 	 	 	 
	 	 	 	 	 	 
	Title		 	Name:		 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Name: