Exhibit 10.6


 


SITO
MOBILE LTD.


2008
STOCK OPTION PLAN


Restricted
Stock Unit Grant Schedule


 


	Grantee’s
    name:	[Grantee]
	Grant
    Date:	 
	 	 
	1.     Number
        of restricted stock units granted:

         
	[#
    of RSUs]
	2.     Vesting:

         

        Subject
        to the Grantee’s continued service to the Company through the applicable vesting dates, the restricted stock units
        shall vest as follows:

         

        (A)
        20% of the restricted stock units on the date that the Committee first determines that the average closing price of the
        Company Stock is at least $7.00 per share for 65 consecutive trading days;

         

        (B)
        an additional 30% of the restricted stock units on the date that the Committee first determines that the average closing
        price of the Company Stock is at least $10.00 per share for 65 consecutive trading days; and

         

        (C)
        the remaining 50% of the restricted stock units on the date that the Committee first determines that the average closing
        price of the Company Stock is at least $15.00 per share for 65 consecutive trading days.

         
	 
	If
the Grantee’s service to the Company ceases for any reason, any restricted stock units that are then still subject to vesting
conditions as of such date shall be immediately forfeited with no other compensation due to the Grantee. Notwithstanding the foregoing,
no Restricted Stock Units subject to this Agreement shall vest unless the Grantee has complied with all applicable provisions
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). If the restricted
stock units subject to this Agreement would have vested pursuant to this Agreement but did not vest solely because the Grantee
was not in compliance with all applicable provisions of the HSR Act, the Vesting Date and the share issuance date for such restricted
stock units shall occur on the first date following the date on which such restricted stock units would otherwise have vested
pursuant to this Agreement on which the Grantee has complied with all applicable provisions of the HSR Act.

        



 


	 	SITO MOBILE, LTD.
	 	 	 
	 	By:	      
	 	Name: 	 
	 	Title: 	 
	 	Date: 	 




 






    


     

    

 


SITO
MOBILE, LTD.


2008
STOCK OPTION PLAN


 


AWARD
AGREEMENT FOR RESTRICTED STOCK UNITS 


  


THIS
AWARD AGREEMENT FOR RESTRICTED STOCK UNITS (this “Agreement”) is made by SITO Mobile, Ltd. (the “Company”)
to the participant named on the grant schedule attached hereto (the “Grantee”), dated as of the date set forth
on the grant schedule attached hereto (the “Grant Date”).


 


RECITALS


 


WHEREAS,
the Company desires to award Restricted Stock in the form of restricted stock units (hereinafter “RSUs”) to
the Grantee under the SITO Mobile, Ltd. 2008 Stock Option Plan, as amended (the “Plan”), pursuant to the terms
of this Agreement.


 


NOW,
THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound
hereby, agree as follows:


 


1.       Grant
Schedule.  Certain terms of the grant of RSUs are set forth on the grant schedule (the “Grant Schedule”)
that is attached to, and is a part of, this Agreement.


 


2.       Grant
of Restricted Stock Units.  As of the Grant Date, pursuant to the Plan, the Company hereby awards to the Grantee
the number of restricted stock units set forth on the Grant Schedule (the “Award”), subject to the restrictions
and on the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated into this
Agreement by this reference, as though fully set forth herein. Capitalized terms used but not defined herein, including the Grant
Schedule, will have the same meaning as defined in the Plan.


 


3.       Grant
Date.  The Grant Date of the RSUs is set forth on the Grant Schedule.


 


4.       Vesting.
Subject to the further provisions of this Agreement, the RSUs will vest as set forth on the Grant Schedule (the date on which
RSUs vest being referred to as the “Vesting Date”).


 


5.       Transferability.
The RSUs are not transferable or assignable otherwise than by will or by the laws of descent and distribution. Any attempt to
transfer RSUs, whether by transfer, pledge, hypothecation or otherwise and whether voluntary or involuntary, by operation of law
or otherwise, will not vest the transferee with any interest or right in or with respect to such RSUs.


 






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6.       Issuance
of Shares; Payment of Cash.


 


a.       Within
ten (10) business days following the Vesting Date, the Company shall issue to the Grantee, as determined in the sole discretion
of the Committee: (i) by book-entry registration or issuance of a stock certificate or certificates, a number of shares of Company
Stock equal to the number of RSUs granted hereunder that have vested as of such date; or (ii) to the extent that insufficient
shares of Company Stock remain under the Plan to fully satisfy delivery of Company Stock in respect of the vested RSUs, an amount
in cash equal to the Fair Market Value of each share of Company Stock that is unavailable under the Plan to be delivered in satisfaction
of the vested RSUs.


 


b.       The
Grantee will not be deemed for any purpose to be, or have rights as, a stockholder of the Company by virtue of the grant of RSUs,
if and until shares of Company Stock are issued in settlement of such RSUs pursuant to Section 6(a) hereof. Upon the issuance
of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Grantee will have all
of the rights of a stockholder.


 


7.       Securities
Matters. The Committee may from time to time impose any conditions on the shares of Company Stock issuable with respect to
RSUs as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Company Stock
is issued and resold in compliance with the Securities Act of 1933, as amended.


 


8.       Electronic
Delivery of Documents. The Grantee hereby authorizes the Company to deliver electronically any prospectuses or other documentation
related to this Award, the Plan and any other compensation or benefit plan or arrangement in effect from time to time (including,
without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such plans
or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include,
without limitation, delivery by means of e-mail or e-mail notification that such documentation is available on the Company’s
Intranet site. Upon written request, the Company will provide to the Grantee a paper copy of any document also delivered to the
Grantee electronically.


 


9.       Delays
or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any
breach or default of any party under this Agreement, will impair any such right, power or remedy of such party, nor will it be
construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring, nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character by the of any breach or default
under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing
signed by such party and will be effective only to the extent specifically set forth in such writing.


 


10.       Right
of Discharge Preserved. The grant of RSUs hereunder will not confer upon the Grantee any right to continue in service with
the Company or any of its subsidiaries or Affiliates.


 






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11.       The
Plan. By accepting this Award, the Grantee acknowledges that the Grantee has received a copy of the Plan, has read the Plan
and is familiar with its terms, and accepts the RSUs subject to all of the terms and provisions of the Plan, as amended from time
to time. Pursuant to the Plan, the Board or its Committee is authorized to interpret the Plan and to adopt rules and regulations
not inconsistent with the Plan as it deems appropriate. By accepting this Award, the Grantee acknowledges and agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board or its Committee upon any questions arising under
the Plan.


 


12.       Governing
Law.  This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement
or as an inducement to enter this Agreement) shall be governed by, and enforced in accordance with, the laws of the State of Delaware,
without regard to the application of the principles of conflicts of laws.


 


The
Award is made by the Company as of the date stated in the introductory paragraph.


 





	 	SITO MOBILE, LTD.
	 	 	 
	 	By:	      
	 	Name: 	 
	 	Title: 	 
	 	Date: 	 


 


 


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