EX-10.11





 Exhibit 10.11 

LIVEVOX HOLDINGS, INC. 

RESTRICTED STOCK UNIT AWARD AGREEMENT 
  

					
	 	 	Participant:	  	[•]
			
		 	Participant ID:	  	[•]
			
		 	Grant Date:	  	[•]
			
		 	Grant Number:	  	[•]
			
		 	 No. of Time-Based
 Restricted Stock
Units
 (“RSUs”) Awarded:
	  	[•]
			
		 	 Vesting
 Commencement
Date:
	  	[•]

 Time-Vesting Schedule: 
  

					
	 Proportion of

RSUs Vested
	  	Time-Vesting Date	 
	 [•]
	  	 	[•]	 
	 [•]
	  	 	[•]	 

 ****** 

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date, is entered into by and between
LiveVox Holdings, Inc., a Delaware corporation (the “Company”), and the Participant. Capitalized terms used herein without definition have the meanings ascribed to such terms in the LiveVox Holdings, Inc. 2021 Equity Incentive
Plan (the “Plan”). 
 WHEREAS, the Plan provides for the grant of Restricted Stock Units; and 

WHEREAS, the Administrator has determined that it would be in the best interests of the Company and its stockholders to grant the Participant
Restricted Stock Units on the terms and subject to the conditions set forth in this Agreement and the Plan. 
 NOW THEREFORE, for and in
consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves and their
successors and assigns, hereby agree as follows: 
  












 1. Grant of Restricted Stock Units. 

(a) Grant. The Company hereby grants to the Participant an award of [•] RSUs on the terms and subject to the conditions set
forth in this Agreement. 
 (b) Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as
otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan. 
 2. Vesting.

 (a) General. Subject to Section 2(b) and 2(c), the RSUs shall time vest as set forth in the
Time-Vesting Schedule above, subject to the Participant’s Continuous Service from the Grant Date through the applicable vesting date (each applicable vesting date, a “Time-Vesting Date”). If the number of RSUs that vest on a
particular Time-Vesting Date includes any fractional RSUs, such fractional portion shall not vest on such Time-Vesting Date and shall instead vest on the next applicable Time-Vesting Date. 

(b) Termination of Service. If the Participant incurs a termination of Continuous Service for any reason, any unvested RSUs shall be
forfeited without consideration by the Participant. 
 (c) Change in Control. Upon the occurrence of a Change in Control, any
outstanding RSUs shall be treated as set forth in Section 13(c) of the Plan. 
 3. Settlement. Subject to
Section 5, the Company shall issue one Share to the Participant for each RSU that becomes vested hereunder within 30 days following the date on which such RSU becomes vested. 

4. Dividend Equivalents; Rights as Stockholder. Until such time as the RSUs have been settled pursuant to
Section 3, the Participant shall have no rights as a stockholder, including, without limitation, any right to dividends or other distributions or any right to vote. Notwithstanding the foregoing, if the Company declares any
dividend the record date of which occurs while the RSUs are outstanding, the Participant shall be credited a Dividend Equivalent in an amount and form equal to the dividend that would have been paid on the Shares underlying the RSUs had such Shares
been outstanding on such record date. Any such Dividend Equivalents shall be subject to the same vesting conditions applicable to the underlying RSU with respect to which they accrue, and shall, if the underlying RSU vests, be paid no later than
30 days following the applicable Vesting Date. 
 5. Taxes. The Company shall have the power and the right to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local, and foreign taxes of any kind that the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code
and/or any other applicable law, rule, or regulation with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement.
[Unless otherwise determined by the Company, in its sole discretion, any statutorily required withholding obligation with regard to the Participant shall be satisfied by reducing the 

  
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amount of Shares otherwise deliverable to the Participant hereunder]1 [Unless otherwise determined by the Company, in its sole discretion, any
statutorily required withholding obligation with regard to the Participant shall be satisfied by the Company effectuating a broker-assisted sale of the number of Shares otherwise deliverable to the Participant hereunder necessary to comply with such
withholding obligation and the Participant remitting the proceeds of such sale to the Company]2. 

6. Non-Transferability. The RSUs may not, at any time prior to being settled, be assigned,
alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any such purported assignment, alienation, pledge, attachment, sale, transfer, or
encumbrance shall be void and unenforceable against the Company. 
 7. Restrictions. The Participant has read and understands the
restrictions, limitations, and the Company’s rights set forth in the Plan and this Agreement that will be imposed on the RSUs and any Shares issued in respect of the RSUs. 

8. Non-Reliance. The Participant has not relied upon any oral representation made to the
Participant relating to the RSUs or the Shares or upon information presented in any promotional meeting or material relating to the RSUs. 

9. Legends. The Participant understands and acknowledges that any certificate evidencing the Shares (or evidencing any other securities
issued with respect thereto pursuant to any stock split, stock dividend, merger, or other form of reorganization or recapitalization) when issued shall bear any legends that may be required by applicable federal and state securities laws, this
Agreement, or the Plan. The Administrator reserves the right to account for Shares through book-entry or other electronic means rather than the issuance of stock certificates. 

10. Miscellaneous. 
 (a)
Compliance with Laws. The grant of RSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules, and regulations (including,
without limitation, the provisions of the Securities Act, the Exchange Act, and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation, or exchange requirement applicable thereto. 

(b) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns, and of the Participant and the beneficiaries, executors, administrators, and heirs of the Participant. 
  

	1 	 Note to Draft: To be included for Section 16 individuals and other select individuals, as
determined by the Company. 



	2 	 Note to Draft: To be included for all individuals who are not covered by Note 1. 



  
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 (c) No Waiver; Amendment. No waiver of any right hereunder by any party shall operate
as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a
waiver of any other breach or a waiver of the continuation of the same breach. Subject to Section 18 of the Plan, this Agreement may be amended or modified only by a written instrument executed by the Participant and the Company. 

(d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 

(e) No Right to Service. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in
any position, as an employee, consultant, or director of the Company or its subsidiaries or shall interfere with or restrict in any way the right of the Company or its subsidiaries to remove, terminate, or discharge the Participant at any time for
any reason whatsoever. 
 (f) Clawback. The RSUs granted under this Agreement shall be subject to recoupment in accordance with any
clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street
Reform and Consumer Protection Act or other applicable law. In addition, the Administrator may impose such other clawback, recovery, or recoupment provisions as the Administrator determines necessary or appropriate, including, but not limited to, a
reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of a termination for Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for
“good reason” or “constructive termination” (or similar term) under any agreement with the Company or an Affiliate thereof. 

(g) Unfunded Plan. The award of RSUs is unfunded and the Participant shall be considered an unsecured creditor of the Company with
respect to the Company’s obligations, if any, to issue Shares pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between the Participant and the Company or any other person. 
 (h) Entire Agreement. This Agreement and the
Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations with respect thereto. 

(i) Bound by the Plan. By signing this Agreement, the Participant acknowledges that the Participant has received a copy of the Plan and
has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. In the event of any conflict between the Plan and this Agreement, this Agreement shall control. 

  
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 (j) Governing Law. This Agreement shall be construed and interpreted in accordance
with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the
State of Delaware. 
 (k) Business Days. If any time period for giving notice or taking action hereunder expires on a day that is a
Saturday, Sunday, or holiday in the state in which the Company’s principal executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday, or holiday. 

(l) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation
or construction, and shall not constitute a part, of this Agreement. 
 (m) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. 

(n) Section 409A of the Code. It is intended that the RSUs granted pursuant to this Agreement and the provisions of
this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the
requirements for avoiding taxes or penalties under Section 409A of the Code. 
 ****** 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be electronically signed by its
duly authorized representative and the Participant, by clicking the “ACCEPT” button, has hereby electronically accepted and acknowledged as of the date first written above this Agreement and its underlying Award subject to all of their
terms and conditions. The Participant also acknowledges receipt of the Plan and corresponding Plan summary. 

  
 [Electronic
Acceptance Page to Restricted Stock Unit Award Agreement]