Exhibit 10.11


 


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock
Unit Agreement (this “Agreement”), entered into as of October 31, 2013 (the “Grant Date”), sets forth the
terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by usell.com,
Inc., a Delaware corporation (the “Company”), to ____________ (the “Recipient”) under the 2008 Equity Incentive
Plan (the “Plan”).


 


1.The Plan.
This Award is made pursuant to the Plan, the terms of which are incorporated in this Agreement. Capitalized terms used in this
Agreement that are not defined in this Agreement have the meanings as used or defined in the Plan. The Recipient hereby acknowledges
receipt of the Plan.


 


2.Award.
On the Grant Date, the Recipient was granted _______ Units. Any certificates issued upon vesting of the Units shall contain an
appropriate restrictive legend.


 


3.Vesting/Forfeiture.


 


(a)The Units shall
vest annually in five equal increments with the first vesting date being one year from the Grant Date, subject to the Recipient
continuing to perform services for the Company as a director on each applicable vesting date. Vested Units shall be paid out in
the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common Stock to take place
on October 31, 2018. The Company will issue to the Recipient, in settlement of the Units and subject to the provisions of Section 9
below, the number of whole shares of Common Stock that equals the number of whole Units that become vested (less any shares of
Common Stock withheld to satisfy applicable tax withholding requirements), and the vested Units will cease to be outstanding upon
your receipt of such shares of Common Stock. No fractional shares will be issued in settlement of Units. The Units shall fully
vest upon a Change of Control (which means a change in the ownership or effective control of the Company, or in the ownership of
a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as may be
amended from time to time), by reason of the Recipient’s death or disability, or upon the Recipient ceasing to perform services
for the Company, with delivery of the shares of Common Stock to be issued immediately upon the occurrence of any of the events
specified in this sentence.


 


(b)Notwithstanding
any other provision of this Agreement, upon resolution of the Board, all Units and shares of Common Stock subject to this Agreement,
whether vested or unvested, will be immediately forfeited if any of the events specified in Section 25 of the Plan occur.


 


4.Profits on the Sale of Certain
Shares; Cancellation. If any of the events specified in Section 25 of the Plan occur within one year following the date the
Recipient last performed services as an employee of the Company (the “Termination Date”) (or such longer period required
by any written employment agreement), all profits earned from the Recipient’s sale of the Company’s Common Stock during
the two-year period commencing one year prior to the Termination Date shall be forfeited and forthwith paid by the Recipient to
the Company. Further, in such event, the Company may at its option cancel the Unit and/or the Common Stock granted under this Agreement.
The Company’s rights under this Section do not lapse one year from the Termination Date but are a contract right subject
to any appropriate statutory limitation period.


 






    	 



    	 



    

 


5. Rights. The Recipient
will receive no benefit or adjustment to the Units with respect to any cash or stock dividend, or other distributions except as
provided for in the Plan. Further, the Recipient will have no voting rights with respect to the Units until the shares of Common
Stock are issued.


 


6.Restriction on Transfer.
The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units prior to the applicable vesting date.


 


7. Reservation of Right to Terminate
Relationship. Nothing contained in this Agreement shall restrict the right of the Company to terminate the relationship of
the Recipient at any time, with or without cause.


 


8. Securities.  In order
to enable the Company to comply with the Securities Act of 1933 (the “Securities Act”) and relevant state law, the
Company may require the Recipient, the Recipient’s estate, or any permitted transferee as a condition of issuing the Common
Stock, to give written assurance satisfactory to the Company that the shares subject to the Units are being acquired for such person’s
own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares either
shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective
and is current with regard to the shares being sold, or shall be pursuant to an exemption from registration under the Securities
Act and applicable state law.


 


The Units and the underlying
shares of Common Stock are further subject to the requirement that, if at any time the Board shall determine, in its discretion,
that the listing, registration, or qualification of the shares of Common Stock underlying the Units upon any securities exchange
or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition
of, or in connection with the issuance of the Common Stock, the Common Stock will not be issued unless such listing, registration,
qualification, consent or approval shall have been effected.


 


9.Tax
Withholding. The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold from
sums owed by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements
that the Company deems necessary to comply with any federal, state or local withholding requirements for income and employment
tax purposes. 


 


 


10.  No Obligation to Minimize Taxes. The
Company has no duty or obligation to minimize the tax consequences of this Award to the Recipient and will not be liable to the
Recipient for any adverse tax consequences arising in connection with this Award.  The Recipient has been advised to consult
with his own personal tax, financial and/or legal advisors regarding the tax consequences of this Award.


 






    	 



    	 



    

 


11.409A Compliance. The
provisions of this Agreement and the issuance of the shares of Common Stock in respect of the Units is intended to comply with
the short-term deferral exception as specified in Treas. Reg. § 1.409A-l(b)(4).


 


12.Notices and Addresses.
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by FedEx or similar receipted delivery, as follows:


 








	The Recipient:	To the Recipient at the address on the signature page of this Agreement
	 	 
	The Company:	usell.com, Inc.
	 	33 East 33rd Street, Suite 1101
	 	New York, NY 10016
	 	Attention: Chief Executive Officer
	 	 
	with a copy to:	Michael D. Harris, Esq. 
	 	Nason, Yeager, Gerson, White & Lioce, P.A. 
	 	1645 Palm Beach Lakes Boulevard, Suite 1200 
	 	West Palm Beach, Florida 33401
	 	Facsimile:  (561) 686-5442







 


or to such other address as either of them,
by notice to the other may designate from time to time.


 


13.Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


14.Attorney’s Fees.
In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party
shall be entitled to a reasonable attorney’s fee, costs and expenses.


 


15.Severability.
If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each
and every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application
permitted by law.


 


16.Entire Agreement.
This Agreement represents the entire agreement and understanding between the parties and supersedes all prior negotiations, understandings,
representations (if any), and agreements made by and between the parties. Each party specifically acknowledges, represents and
warrants that they have not been induced to sign this Agreement.


 






    	 



    	 



    

 


17. Governing
Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating
to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the
internal laws of the State of Delaware without regard to choice of law considerations.


 


18. Headings.
The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction
of the provisions hereof.


 


19.Arbitration. Any controversy,
dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement
which the parties are unable to resolve by mutual agreement, except to the extent a party is seeking equitable relief, shall be
settled by submission by either party of the controversy, claim or dispute to binding arbitration in Broward County, Florida (unless
the parties agree in writing to a different location), before a single arbitrator in accordance with the rules of the American
Arbitration Association then in effect. The decision and award made by the arbitrator shall be final, binding and conclusive on
all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.


 




    	 



    	 



    

 


 IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be duly executed and delivered as of the date aforesaid.


 








	WITNESSES:	 	USELL.COM, INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	By:   	 
	 	 	 	Daniel Brauser, Chief Executive Officer 
	 	 	 	 
	 	 	RECIPIENT
	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Address: