Exhibit 10.4


 


***FORM***


 


MEDGENICS,
INC.


 


Stock
Incentive Plan


 


Restricted
Stock Award Terms


 


The Participant specified
below has been granted this Restricted Stock Award (“Award”) by Medgenics,
Inc., a Delaware corporation (the “Company”), under
the terms of the Medgenics, Inc.
Stock Incentive Plan, as amended
from time to time (the “Incentive Plan”).  This Award shall be subject to the Incentive Plan as well as
the following terms and conditions (“Award Agreement”):


 


Section
1.          Award. In accordance with the Incentive
Plan, the Company hereby grants to the Participant this Award, which represents the right to receive Common Stock (the “Covered
Shares”) as set forth in Section 2. This Award is in all respects limited and conditioned as provided herein.


 


Section
2.          Terms of Restricted Stock Award.  The
following words and phrases relating to the grant of this Award shall have the following meanings:


 


(a)          The
“Participant” is ______________.


 


(b)          The
“Date of Grant” is _____________________.


 


(c)          The
number of “Covered Shares” is ________shares of Common Stock.


 


Except for terms otherwise
defined in this Award Agreement, any capitalized term in this Award Agreement shall have the meaning ascribed to that term under
the Incentive Plan.


 


Section
3.          Restricted Period. This Award Agreement
evidences the Company’s grant to the Participant as of the Date of Grant, on the terms and conditions described in this Award
Agreement and in the Incentive Plan, of the right of the Participant to receive shares of Common Stock free of restrictions once
the Restricted Period ends.


 


(a)          Subject
to the limitations of this Award Agreement, the “Restricted Period” for each installment of such Covered Shares
(“Installment”) shall begin on the Date of Grant and end as described in the following schedule (but only if
the Participant has not had a Termination of Service before the end of the Restricted Period):


 




    	 



    	 



    

 


	INSTALLMENT	RESTRICTED PERIOD WILL END ON:
	 	 
	 	 


 


(b)          Notwithstanding
the foregoing provisions of this Section 3, the Restricted Period for all the Covered Shares shall cease immediately, and
such Covered Shares shall become immediately and fully vested, upon (i) a Change in Control that occurs on or before the Participant’s
Termination of Service or (ii) upon the Participant’s Termination of Service due to Disability or death.


 


(c)          In
the event the Participant’s Termination of Service, other than as provided in Section 3(b) above, occurs prior to
the expiration of one or more Restricted Periods, the Participant shall forfeit all rights, title and interest in and to any Installment(s)
of Covered Shares still subject to a Restricted Period as of the Participant’s Termination of Service date.


 


Section
4.          Delivery of Shares. Delivery of Common Stock
under this Award Agreement and the Incentive Plan shall be subject to the following:


 


(a)          Compliance
with Applicable Laws.  Notwithstanding any other provision of this Award Agreement or the Incentive Plan, the Company
shall have no obligation to deliver any Common Stock or make any other distribution of benefits under this Award Agreement or the
Incentive Plan unless such delivery or distribution complies with all applicable laws (including, the requirements of the Securities
Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.


 


(b)          Certificates. 
To the extent that this Award Agreement and the Incentive Plan provide for the issuance of Common Stock, the issuance may be
effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable requirements of any securities
exchange or similar entity.


 


Section
5.          Withholding.  All deliveries of Covered
Shares shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or
if applicable, permitted assigns, heirs and Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements
prior to the delivery date of any shares in connection with this Award. As permitted by the Committee from time to time, such withholding
obligations may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender
of shares of Common Stock that the Participant already owns or (c) through the surrender of shares of Common Stock to which the
Participant is otherwise entitled under the Incentive Plan; provided, however, that except as otherwise specifically
provided by the Committee, such shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory
withholding obligation.


 




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Section
6.          Non-Transferability of Award. During the
Restricted Period, this Award, or any portion thereof, is not transferable except as designated by the Participant by will or by
the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding
sentence, this Award shall not be assigned, transferred, pledged, hypothecated or otherwise disposed of by the Participant in any
way whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Any attempt
at assignment, transfer, pledge, hypothecation or other disposition of this Award contrary to the provisions hereof, or the levy
of any attachment or similar process upon this Award, shall be null and void and without effect.


 


Section
7.          Dividends. The Participant shall be not
entitled to receive dividends and distributions paid on the Covered Shares during the Restricted Period.


 


Section
8.          Voting Rights. The Participant shall be
entitled to vote the Covered Shares during the Restricted Period applicable to the respective Installment; provided, however,
that the Participant shall not be entitled to vote Covered Shares with respect to record dates for any Covered Shares occurring
before the Date of Grant or on or after the date, if any, on which the Participant has forfeited those Covered Shares.


 


Section
9.          Deposit of Restricted Stock Award. Each
certificate issued with respect to Covered Shares awarded under this Award Agreement and subject to the restrictions contained
herein shall be registered in the name of the Participant and shall be retained by the Company, or an agent of the Company, until
the end of the Restricted Period with respect to such Covered Shares.


 


Section
10.         Heirs and Successors.  This Award Agreement
shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring,
whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.
If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled
or distributed, respectively, at the time of the Participant’s death, such rights shall be settled and payable to the Beneficiary,
and such benefits shall be distributed to the Beneficiary, in accordance with the provisions of this Award Agreement and the Incentive
Plan. The “Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing
filed with the Committee in such form and at such time as the Committee may require. The designation of beneficiary form may be
amended or revoked from time to time by the Participant in accordance with such procedures as may be established by the Committee.
If a Participant fails to designate a Beneficiary, or if the Beneficiary does not survive the Participant, any rights that would
have been payable to the Participant shall be payable to the legal representative of the estate of the Participant. If a Participant
designates a beneficiary and the Beneficiary survives the Participant but dies before the settlement of Beneficiary’s rights
under this Award Agreement, then any rights that would have been payable to the Beneficiary shall be payable to the legal representative
of the estate of the Beneficiary.


 


Section
11.         Administration.  The authority to manage
and control the operation and administration of this Award Agreement and the Incentive Plan shall be vested in the Committee, and
the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Incentive Plan. Any interpretation
of this Award Agreement or the Incentive Plan by the Committee and any decision made by it with respect to this Award Agreement
or the Incentive Plan are final and binding on all persons.


 




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Section
12.         Incentive Plan Governs. Notwithstanding anything
in this Award Agreement the contrary, this Award Agreement shall be subject to the terms of the Incentive Plan, a copy of which
may be obtained by the Participant from the office of the Secretary of the Company; and this Award Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Incentive Plan.
Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancy between the corporate records
of the Company and this Award Agreement, the corporate records of the Company shall control.


 


Section
13.         Not an Employment Contract. This Award does not
confer on the Participant any right with respect to continuance of employment or other service with the Company or any Affiliate,
nor shall it interfere in any way with any right the Company or any Affiliate would otherwise have to terminate or modify the terms
of such Participant’s employment or other service at any time.


 


Section
14.         No Rights As Shareholder. Except as otherwise
provided herein, the Participant shall not have any rights of a shareholder with respect to the Covered Shares, until Common Stock
has been duly issued and delivered to Participant.


 


Section
15.         Amendment.  This Award Agreement may be
amended in accordance with the provisions of the Incentive Plan, and may otherwise be amended by written agreement of the Participant
and the Company without the consent of any other person.


 


Section
16.         Validity. If any provision of this Award Agreement
is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof,
but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.


 


Section
17.         Section 409A Amendment. The Committee reserves
the right (including the right to delegate such right) to unilaterally amend this Award Agreement and the Incentive Plan without
the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code
Section 409A. Participant’s acceptance of this Award constitutes acknowledgement and consent to such rights of the Committee.


 


Section
18.         Clawback. This Award and any amount or benefit
received under the Incentive Plan shall be subject to potential cancellation, recoupment, rescission, payback or other similar
action in accordance with the terms of any applicable Company clawback policy (the “Policy”) or any applicable
law. The Participant’s acceptance of this Award constitutes acknowledgement and consent to the Company’s application,
implementation and enforcement of (a) the Policy and any similar policy established by the Company that may apply to the Participant
and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as
the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any
similar policy and applicable law, without further consideration or action.


 




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IN WITNESS WHEREOF,
the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding
and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Date of Grant.


 


	 	Medgenics, Inc.
	 	 	 
	 	By: 	               
	 	Its: 	 
	 	 	 
	 	 	 
	 	 	 
	 	[PARTICIPANT]


 



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