Exhibit 10.1 


   


 RESTRICTED
STOCK UNIT AGREEMENT POLARITYTE, INC. 


   


 This RESTRICTED STOCK
UNIT AGREEMENT (this “Agreement”) is made and entered effective the 21st day of August 2019 (the “Grant
Date”), by and between PolarityTE, Inc., a Delaware corporation (the “Company”) and the person whose
name is listed as the “Grantee” on the signature page of this Agreement. 


   


 Recitals 


   


 A.       This
Agreement is made under the Company’s 2019 Equity Incentive Plan and as subsequently amended from time to time (the “Plan”).
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Plan. 


   


 B.       Grantee
is an employee or consultant who has rendered valuable services to the Company or one or more Subsidiaries, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the grant of a restricted stock
unit award pursuant to which shares of the Company’s common stock, par value $0.001 (“Common Stock”), may be
issued to Grantee under the Plan. 


   


 Agreement 


   


 NOW, THEREFORE, the parties hereto, intending
to be legally bound, agree as follows: 


   


 1.            Grant
of Restricted Stock Units. 


   


   


 1.1       The
Company hereby issues to the Grantee on the Grant Date an award consisting of, in the aggregate, 200,000 Restricted Stock Units
(the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Common
Stock, subject to the terms and conditions set forth in this Agreement. 


   


 2.            Consideration.
The grant of the Restricted Stock Units is made in consideration of the services rendered by the Grantee to the Company and pursuant
to the Settlement Terms agreed to August 21, 2019. 


   


 3.            Vesting. 


   


   


 3.1       Except
as otherwise stated herein, the right to receive shares of Common Stock based on the Restricted Stock Units will vest in accordance
with the schedule set forth below. The period during which a Restricted Stock Unit is not vested is the “Restricted Period.” 


   




	 Number of Shares That Vest 	 Vesting Date/ Conditions 
	   	   
	 11,111 	 First day of month October 2019 thru May 2020 
	   	   
	 11,112 	 June 1, 2020 
	   	   
	 11,111 	 First day of month July 2020 thru February 2021 
	   	   
	 11,112 	 March 1, 2021 







   



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 3.2       In
the event there is a Change in Control (as defined in Section 7.2 of the Plan), Restricted Periods that have not previously lapsed
will accelerate and lapse immediately prior to the Change in Control event. 


   


 4.            Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until the Restricted Stock
Units are settled in accordance with Section 6, below, Restricted Stock Units or the rights relating thereto may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge,
attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective
and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all the Grantee’s rights
to such units shall immediately terminate without any payment or consideration by the Company. 


   


 5.            Rights
as Shareholder; Dividend Equivalents. 


   


   


 5.1       The
Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock
Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock. 


   


 5.2       Upon
and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock
underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall
be entitled to all rights of a shareholder of the Company (including voting rights). 


   


 5.3       Until
the Restricted Stock Units vest, there shall be credited to an account for the Grantee an amount equal to all cash and stock dividends
(“Dividend Equivalents”) that would have been paid to the Grantee if one share of Common Stock had been issued
on the Grant Date for each Restricted Stock Unit granted to the Grantee as set forth in this Agreement. Dividend Equivalents shall
be subject to the same vesting restrictions as the Restricted Stock Units to which they are attributable and shall be paid on
the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 6 hereof.
Dividend Equivalents credited to the Grantee shall be distributed in cash or, at the discretion of the Board, in shares of Common
Stock having a Fair Market Value on the vesting date equal to the amount of the Dividend Equivalents and interest, if any. 


   


 6.            Settlement
of Restricted Stock Units. Subject to Section 8 hereof, promptly following the vesting date the Company shall issue and deliver
to the Grantee the number of shares of Common Stock that have vested pursuant to the terms of this Agreement and cash equal to
any Dividend Equivalents credited with respect to such vested units and the interest thereon or, at the discretion of the Board,
shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon. 


   






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 7.            Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the Restricted Stock
Units shall be adjusted or terminated in the manner contemplated by the Plan. 


   


 8.            Tax
Liability and Withholding. 


   


   


 8.1       The
Grantee agrees to pay to the Company the amount of any required withholding taxes in respect of the Restricted Stock Units on
or about the date of each vesting hereunder. The Grantee shall satisfy any federal, state or local tax withholding obligation
by one of the following means, or a combination of the two: 


   


 (a)       tendering
a cash payment for the full amount of the federal, state or local tax withholding obligation; or 


   


 (b)       full
payment effected through a broker-dealer sale and remittance procedure pursuant to which Optionee shall provide concurrent irrevocable
written instructions (i) to a brokerage firm to effect the immediate sale of a sufficient number of the shares to be issued to
generate the funds required to cover the applicable Federal, state and local income and employment taxes required to be withheld
in connection with such issuance, and remit such funds to the Company out of the sale proceeds available on the settlement date,
and (ii) to the Company to deliver the shares to be issued directly to such brokerage firm in order to complete the sale transaction. 


   


 8.2       Notwithstanding
any action the Company may take with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding
(“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s
responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in
connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (b) does
not commit to structure the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items. 


   


 9.            Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee
with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange
on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred unless
and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to
the satisfaction of the Company and its counsel. 


   


 10.           Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Corporate Secretary
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this
Agreement shall be in writing and addressed to the Grantee at the Grantee’s address as shown in the records of the Company.
Either party may designate another address in writing (or by such other method approved by the Company) from time to time. 


   






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 11.           Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard
to conflict of law principles. 


   


 12.           Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure
to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon the Grantee and the Grantee’s beneficiaries, executors, administrators and the person(s) to whom the
Restricted Stock Units may be transferred by will or the laws of descent or distribution. 


   


 13.           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 provision of this Agreement shall be severable and enforceable to the extent permitted by
law. 


   


 14.           Amendment.
This Agreement may be amended only through a written instrument signed by the parties hereto. 


   


 15.           Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in “pdf” or “jpeg” format, or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original
signature. 


   


 16.           Acceptance.
The Grantee has read and understands the terms and provisions hereof and accepts the Restricted Stock Units subject to all the
terms and conditions of this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or
settlement of the Restricted Stock Units or disposition of the underlying shares and that the Grantee has been advised to consult
a tax advisor prior to such vesting, settlement or disposition. 


   


 [Signatures on following
page.] 


   






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 IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the date first above written. 


   





	 PolarityTE, Inc. 	   	   
	   	   	   	   
	 By: 	   	   	 Dated: September 9, 2019 
	   	   	   	   
	 Title:    	 Chief Financial Officer 	   	   
	   	   	   	   
	 Grantee 	   
	   	   	   	   
	 Denver Lough 	   	   
	   	   	   
	   	   	   	 Dated: September , 2019 
	 Signature 	   	   






   


   


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