Exhibit 10.30


 


AUDIOEYE,
INC.


NOTICE
OF GRANT OF RESTRICTED STOCK UNITS


(For U.S. Participants)


 


AudioEye, Inc. (the “Company”) has
granted to the Participant an award (the “Award”) of certain units pursuant to the AudioEye, Inc. _____
Incentive Compensation Plan (the “Plan”), each of which represents the right to receive on the applicable
Settlement Date one (1) Share, as follows:


 


	Participant:	 	 
	 	 	 
	Date of Grant:	 	 
	 	 	 
	Total Number of Units:	 	 ___________  (each a “Unit”), subject to adjustment as provided by the Restricted Stock Units Agreement.
	 	 	 
	Vesting Commencement Date:	 	 
	 	 	 
	Vested Units:	 	Except as provided in the Restricted Stock Units Agreement, the vesting of each Unit shall occur as follows: 
	 	 	 
	Settlement Date:	 	[Except as provided by the Restricted Stock Units Agreement, the Settlement Date with respect to each Unit shall be the earlier of:  (i) _____________ and (ii) immediately prior to the closing of a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).]


 


By their signatures below or by electronic
acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed
by this Grant Notice and by the provisions of the Restricted Stock Units Agreement and the Plan, both of which are made a part
of this document. The Participant acknowledges that copies of the Plan, the Restricted Stock Units Agreement and the prospectus
for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment
to the Participant’s copy of this Grant Notice. The Participant represents that the Participant has read and is familiar
with the provisions of the Restricted Stock Units Agreement and the Plan, and hereby accepts the Award subject to all of their
terms and conditions.


 


	AUDIOEYE, INC.	PARTICIPANT


 


	By:	 	 	 
	 	 	 	Signature
	 	 	 	 
	 	 	 	Date





	Address:	5210 E. Williams Circle	 
	 	Suite 750	 
	 	Tucson, AZ 85711	Address
	 	 	 


 


	ATTACHMENTS:	Plan, Restricted Stock Units Agreement and Plan Prospectus


 




     


     


    

 


AUDIOEYE,
INC.


RESTRICTED
STOCK UNITS AGREEMENT


(For U.S. Participants)


 


AudioEye, Inc. has
granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”)
to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted
Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this
Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the AudioEye,
Inc. _____ Incentive Compensation Plan (the “Plan”), as amended to the Date of Grant, the provisions
of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and
represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the
Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to
the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions
of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.


 


1.           Definitions
and Construction.


 


1.1         Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


(a)          “Officer”
means any person designated by the Board as an officer of the Company.


 


(b)          “Ownership
Change Event” means a transaction described in Section 10(c)(ii) of the Plan.


 


(c)          “Participating
Company” means the Company or any Related Entity.


 


(d)          “Participating
Company Group” means, at any point in time, all entities collectively which are then Participating Companies.


 


(e)          “Trading
Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material,
nonpublic information regarding the Company or its securities.


 


1.2         Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 




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2.           Administration.


 


All questions of interpretation
concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Award shall be determined by the Committee. All such determinations by the Committee shall
be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith. Any
and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the
Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence)
shall be final, binding and conclusive upon all persons having an interest in the Award. Any Officer shall have the authority to
act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which
is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation,
or election.


 


3.           The
Award.


 


3.1         Grant
of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number
of Units set forth in the Grant Notice, subject to adjustment as provided in Sections 3.2 and 9. Each Unit represents a right
to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) Share.


 


3.2         No
Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding,
if any) as a condition to receiving the Units or Shares issued upon settlement of the Units, the consideration for which shall
be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services
rendered to a Participating Company or for its benefit having a value not less than the par value of the Shares issued upon settlement
of the Units.


 


4.           Vesting
of Units.


 


4.1         Normal
Vesting. Units acquired pursuant to this Agreement shall become Vested Units as provided in the Grant Notice. For purposes
of determining the number of Vested Units following an Ownership Change Event, credited Continuous Service shall include all service
with any corporation which is a Participating Company at the time the service is rendered, whether or not such corporation is a
Participating Company both before and after the Ownership Change Event.


 


5.           Company
Reacquisition Right.


 


5.1         Grant
of Company Reacquisition Right. In the event that the Participant’s Continuous Service terminates for any reason or no
reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are
not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant
shall not be entitled to any payment therefor (the “Company Reacquisition Right”).


 




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5.2         Ownership
Change Event, Non-Cash Dividends, Distributions and Adjustments. Upon the occurrence of an Ownership Change Event, a
dividend or distribution to the stockholders of the Company paid in Shares or other property, or any other adjustment upon a change
in the capital structure of the Company as described in Section 9, any and all new, substituted or additional securities or
other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which
the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately subject to the
Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of
the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership Change
Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units following
an Ownership Change Event, dividend, distribution or adjustment, credited Continuous Service shall include all service with any
corporation which is a Participating Company at the time the service is rendered, whether or not such corporation is a Participating
Company both before and after any such event.


 


6.           Settlement
of the Award.


 


6.1         Issuance
of Shares. Subject to the provisions of Section 6.3, the Company shall issue to the Participant on the Settlement
Date with respect to each Vested Unit to be settled on such date one (1) Share. The Settlement Date with respect to a Unit shall
be the date on which such Unit becomes a Vested Unit as provided by the Grant Notice (an “Original Settlement Date”);
provided, however, that if the tax withholding obligations of a Participating Company, if any, will not be satisfied by the share
withholding method described in Section 7.3 and the Original Settlement Date would occur on a date on which a sale by the
Participant of the shares to be issued in settlement of the Vested Units would violate the Trading Compliance Policy of the Company,
then the Settlement Date for such Vested Units shall be deferred until the next day on which the sale of such shares would not
violate the Trading Compliance Policy, but in any event on or before the 15th day of the third calendar month following calendar
year of the Original Settlement Date. Shares issued in settlement of Units shall not be subject to any restriction on transfer
other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s Trading
Compliance Policy.


 


6.2         Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion,
to deposit any or all Shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer
agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the
Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided
by the foregoing, a certificate for the Shares acquired by the Participant shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


 




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6.3         Restrictions
on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of Shares upon settlement of the Award
shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.
No Shares may be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed.
The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance of any Shares subject to the Award shall relieve the Company of any liability
in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition
to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.


 


6.4         Fractional
Shares. The Company shall not be required to issue fractional Shares upon the settlement of the Award.


 


7.           Tax
Withholding.


 


7.1         In
General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant
hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate
provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding
obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance
of Shares in settlement thereof. The Company shall have no obligation to deliver Shares until the tax withholding obligations of
the Participating Company have been satisfied by the Participant.


 


7.2         Assignment
of Sale Proceeds. Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted
by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures
established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly
executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale
with respect to some or all of the shares being acquired upon settlement of Units.


 


7.3         Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations by deducting from the Shares otherwise deliverable to the Participant
in settlement of the Award a number of whole shares having a fair market value, as determined by the Company as of the date on
which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the
applicable minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted
accounting principles in the United States.


 




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8.           Effect
of Change in Control or Other Ownership Change Event.


 


In the event of a Change
in Control or other Ownership Change Event, the Award shall be subject to the definitive agreement entered into by the Company
in connection with the Ownership Change Event. The surviving, continuing, successor, or purchasing entity or parent thereof, as
the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in
full force and effect the Company’s rights and obligations under all or any portion of the outstanding Units or substitute
for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For
purposes of this Section, a Unit shall be deemed assumed if, following the Ownership Change Event, the Unit confers the right to
receive, subject to the terms and conditions of the Plan and this Agreement, the consideration (whether stock, cash, other securities
or property or a combination thereof) to which a holder of a Share on the effective date of the Ownership Change Event was entitled
(and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the
consent of the Acquiror, provide for the consideration to be received upon settlement of the Unit to consist solely of common stock
of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Share pursuant to the Ownership
Change Event. The Award shall terminate and cease to be outstanding effective as of the time of consummation of the Ownership Change
Event to the extent that Units subject to the Award are neither assumed or continued by the Acquiror in connection with the Ownership
Change Event nor settled as of the time of the Ownership Change Event.


 


9.           Adjustments
for Changes in Capital Structure.


 


Subject to any required
action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event
of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment
of a dividend or distribution to the stockholders of the Company in a form other than Shares (other than regular, periodic cash
dividends paid on Shares pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of
Shares, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and
kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s
rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated
as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities
or other property (other than regular, periodic cash dividends paid on Shares pursuant to the Company’s dividend policy)
to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately subject
to the provisions of this Award on the same basis as all Units originally acquired hereunder. Any fractional Unit or share resulting
from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined
by the Committee, and its determination shall be final, binding and conclusive.


 




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10.         Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall
have no rights as a stockholder with respect to any Shares which may be issued in settlement of this Award until the date of the
issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to
the date the Shares are issued, except as provided in Section 9. For the avoidance of doubt, this Award does not provide for
payment to the Participant of any Dividend Equivalents. If the Participant is an Employee, the Participant understands and acknowledges
that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant,
the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer
upon the Participant any right to continue in the service of a Participating Company or interfere in any way with any right of
the Participating Company Group to terminate the Participant’s service at any time.


 


11.         Legends.


 


The Company may at any
time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry
out the provisions of this Section.


 


12.         Compliance
with Section 409A.


 


It is intended that any
election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in the payment
of deferred compensation subject to Section 409A of the Code (“Section 409A”) shall comply
in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance
thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance.
In connection with effecting such compliance with Section 409A, the following shall apply:


 


12.1       Separation
from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no
amount payable pursuant to this Agreement on account of the Participant’s termination of Continuous Service which constitutes
a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the
Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation
from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that the Participant is a “specified
employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service,
no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service
shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the
seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s
death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed
Payment Date will be accumulated and paid on the Delayed Payment Date.


 




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12.2       Other
Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment
of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations.


 


12.3       Amendments
to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company
is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay
the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion,
to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant.
The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims
that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant
in connection with the Award, including as a result of the application of Section 409A.


 


12.4       Advice
of Independent Tax Advisor. The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service
with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement
will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award.
The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor
prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the
effect of or the advisability of entering into this Agreement.


 


13.         Miscellaneous
Provisions.


 


13.1       Termination
or Amendment. The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that except as
provided in Section 8 in connection with a Ownership Change Event, no such termination or amendment may have a materially
adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination
or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A.
No amendment or addition to this Agreement shall be effective unless in writing.


 


13.2       Nontransferability
of the Award. Prior to the issuance of Shares on the applicable Settlement Date, neither this Award nor any Units subject to
this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only
by the Participant or the Participant’s guardian or legal representative.


 


13.3       Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 




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13.4       Binding
Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns.


 


13.5       Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for
the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other
party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing
from time to time to the other party.


 


(a)          Description
of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice,
this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may
be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time
to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet
or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company.


 


(b)          Consent
to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement
and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice,
as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of
any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The
Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic
delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated
third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change
the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address)
at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic
mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described
in Section 13.5(a).


 


13.6       Integrated
Agreement. The Grant Notice, this Agreement and the Plan shall constitute the entire understanding and agreement of the Participant
and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect
to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the
Plan shall survive any settlement of the Award and shall remain in full force and effect.


 




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13.7       Applicable
Law. This Agreement shall be governed by the laws of the State of Delaware without giving effect to principles of conflict
of laws.


 


13.8       Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 




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