EX-10.9



 Exhibit 10.9 

EVERQUOTE, INC. 
 RESTRICTED
STOCK UNIT AGREEMENT 
 This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date
between EverQuote, Inc., a Delaware corporation (the “Company”), and the Participant pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”). The terms and conditions attached hereto are also a part
hereof. 
 Notice of Grant 
  

	I.	Agreement Date 

 Agreement Date: 

 

	II.	Participant Information 

 Participant: 

Participant Address: 
  

	III.	Grant Information 

 Grant Date: 

Number of Restricted Stock Units: 
  

	IV.	Vesting Table 

 All vesting is dependent on the Participant remaining an Eligible
Participant, as provided herein. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Agreement Date. By
executing this Notice of Grant, the Participant hereby acknowledges that the Participant has read this Notice of Grant and the terms and conditions attached hereto, has received and read the Plan, and understands and agrees to comply with the terms
and conditions of this Agreement and the Plan. 
  

					
	EVERQUOTE, INC.	 		 	PARTICIPANT
			
	  
 Name:
	 		 	  
 Name:

	Title:	 		 	








 EVERQUOTE, INC. 

Restricted Stock Unit Agreement 

Incorporated Terms and Conditions 

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 

1. Award of Restricted Stock Units. 

In consideration of services rendered and to be rendered to the Company by the Participant, the Company has granted to the Participant, subject
to the terms and conditions set forth in this Agreement and in the Plan, an award with respect to the number of restricted stock units (the “RSUs”) set forth in the Notice of Grant that forms part of this Agreement (the
“Notice of Grant”). Each RSU represents the right to receive one share of Class A Common Stock, $0.001 par value per share, of the Company (the “Class A Common Stock”) upon vesting of the
RSU, subject to the terms and conditions set forth herein. 
 2. Vesting. 

(a) The RSUs shall vest in accordance with the Vesting Table set forth in the Notice of Grant (the “Vesting Table”). Any
fractional shares resulting from the application of the percentages in the Vesting Table shall be rounded down to the nearest whole number of RSUs. 

(b) Upon the vesting of the RSU, the Company will deliver to the Participant, for each RSU that becomes vested, one share of Class A
Common Stock, subject to the payment of any taxes pursuant to Section 7. The Class A Common Stock will be delivered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such date.
Notwithstanding anything herein to the contrary, in the sole discretion of the Board, the Company may, with respect to any applicable vesting date of the RSU, deliver to the Participant cash having a fair market value equal to the number of shares
of Class A Common Stock underlying the portion of the RSU that vested on such date, payable within 30 days of the vesting date, less applicable taxes. 

3. Forfeiture of Unvested RSUs Upon Cessation of Service. 

In the event that the Participant ceases to be an employee, director or officer of, or consultant or advisor to, the Company or any other
entity the employees, officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without cause, all of the RSUs that are
unvested as of the time of such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with
respect to the unvested RSUs or any Class A Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the
Company shall instead be deemed to refer to service with such subsidiary. 







 4. Restrictions on Transfer. 

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”), any RSUs, or any interest therein. The Company shall not be required to treat as the owner of any RSUs or issue any Class A Common Stock to any transferee to whom such RSUs have been transferred in violation of any
of the provisions of this Agreement. 
 5. Rights as a Stockholder. 

The Participant shall have no rights as a stockholder of the Company with respect to any shares of Class A Common Stock that may be
issuable with respect to the RSUs until the issuance of the shares of Class A Common Stock to the Participant following the vesting of the RSUs. 

6. Provisions of the Plan. 

This Agreement is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is
furnished to the Participant with this Agreement. 
 7. Tax Matters. 

(a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for
obtaining the advice of the Participant’s own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to
the tax consequences relating to the RSUs. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition, vesting and/or
disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of the Internal Revenue Code, as amended (the “Code”), is available with respect to RSUs. 

(b) Withholding. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise
due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. At such time as the Participant is not aware of any material nonpublic information about the Company
or the Class A Common Stock, the Participant shall execute the instructions set forth in Schedule A attached hereto (the “Automatic Sale Instructions”) as the means of satisfying such tax obligation. If the Participant
does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees that if under applicable law the Participant will owe taxes at such vesting date on the portion of the award then vested the Company
shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The Company shall not deliver any shares of Class A Common Stock to the Participant until it is satisfied that all
required withholdings have been made. 







 8. Miscellaneous. 

(a) No Right to Continued Service. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs
is contingent upon his or her continued service to the Company, this Agreement does not constitute an express or implied promise of continued service relationship with the Participant or confer upon the Participant any rights with respect to a
continued service relationship with the Company or any affiliate of the Company. 
 (b) Section 409A. The RSUs awarded pursuant to
this Agreement are intended to be exempt from or comply with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder (“Section 409A”). The delivery of shares of
Class A Common Stock on the vesting of the RSUs may not be accelerated or deferred unless permitted or required by Section 409A. 

(c) Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has
been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this
Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement. 
 (d) Governing Law. This Agreement shall
be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. 







 Schedule A 

Automatic Sale Instructions 
 The
undersigned hereby consents and agrees that any taxes due on a vesting date as a result of the vesting of RSUs on such date shall be paid through an automatic sale of shares as follows: 

(a) Upon any vesting of RSUs pursuant to Section 2 hereof, the Company shall arrange for the sale of such number of shares of Class A
Common Stock issuable with respect to the RSUs that vest pursuant to Section 2 as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by
the Participant upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the net proceeds of such sale shall be delivered
to the Company in satisfaction of such tax withholding obligations. 
 (b) The Participant hereby appoints the Chief Executive Officer, Chief
Financial Officer, General Counsel and Secretary of the Company, and any of them acting alone and with full power of substitution, to serve as his or her attorneys in fact to arrange for the sale of the Participant’s Class A Common Stock
in accordance with this Schedule A. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares pursuant to this Schedule A. 

(c) The Participant represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about
the Company or the Class A Common Stock. The Participant and the Company have structured this Agreement, including this Schedule A, to constitute a “binding contract” relating to the sale of Class A Common Stock, consistent with
the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. 

The Company shall not deliver any shares of Class A Common Stock to the Participant until it is satisfied that all required withholdings
have been made. 
  

			
	  

		
	Participant Name:	 	  



 
			
		
	Date: