Form of Restricted Share Grant Award Agreement



 Exhibit 10.2 
 FORM OF 
 RESTRICTED SHARE AWARD AGREEMENT 

REVOLUTION LIGHTING TECHNOLOGIES, INC. 
 This Restricted Share Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Revolution Lighting
Technologies, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”). 
 WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and

 WHEREAS, to give effect to the foregoing intention, the Company desires to grant the Awardee an award of Restricted Shares of
the Company’s common stock, par value $.001 per share (the “Common Stock”), pursuant to the Revolution Lighting Technologies, Inc. 2013 Stock Incentive Plan (the “Plan”); 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties
hereto agree as follows: 
 1. Award. The Company hereby awards the Awardee the number of restricted shares of Common
Stock (each a “Restricted Share” and collectively the “Restricted Shares”) set forth in Exhibit A hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are
incorporated herein by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan. 
 2. Restrictions on Sale or Other Transfer. Each Restricted Share awarded to the Awardee pursuant to this Agreement shall be subject to acquisition by the Company and may not be sold, transferred,
assigned or pledged or otherwise be the subject of any disposition during the “Restriction Period” as defined below. One or more stock certificates representing the Restricted Shares shall be issued to the Awardee and registered in the
Awardee’s name promptly following the execution of this Agreement. Each Restricted Share shall be held physically or in book entry form with the Company’s transfer agent until the restrictions set forth above with respect to such
Restricted Share lapse in accordance with the provisions of Section 3 or until such Restricted Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered to the Awardee only when and to the extent that the restrictions
set forth in Section 3 with respect to such Restricted Shares lapse. 







 3. Restriction Period. The Restricted Shares shall become vested, and the
restrictions applicable to Restricted Shares shall lapse, over a period of [—] years commencing on the Award Date (such period, the “Restriction Period”), as follows: 

 

			
	 Restrictions applicable to the

following Number of Restricted

Shares:
	  	 Shall lapse on the following date; provided that

the Awardee is in the Continuous Service of the

Company or any of its Subsidiaries on such date:

		  	
		  	
		  	

 To the extent that the restrictions lapse as to a fractional number of Restricted Shares on any date, the
number shall be rounded to the nearest whole number. 
 “Continuous Service” means the absence of any interruption or
termination of service as an employee, director, consultant, advisor or other individual service provider; provided, however, that periods of absence to the extent permitted by Company policies due to vacations, holidays, sick days, short term
disability and other approved absences, will not be considered to be an interruption or termination of service hereunder. Changes in status between service as an employee, director, consultant, advisor or other individual service provider to the
Company or any of its Subsidiaries will not constitute an interruption of service. 
 4. Rights as Shareholder. Except
with respect to the restrictions set forth in Section 2 above, upon the issuance to the Awardee of Restricted Shares hereunder, the Awardee shall have all the rights of a shareholder of Common Stock with respect to such Restricted Shares,
including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto; provided, however, that such dividends and other distributions shall be retained by the Company for the Awardee’s
account and for delivery to the Awardee, together with the stock certificate or certificates representing such Restricted Shares, as and when said restrictions and conditions shall have been satisfied, expired or lapsed. 

5. Forfeiture. Upon cessation of the Awardee’s Continuous Service with the Company and its Subsidiaries, any Restricted
Shares as to which the Restriction Period has not then lapsed shall (together with any dividends or distributions paid or declared thereon) be forfeited by Awardee and such Restricted Shares (together with any dividends or distributions paid or
declared thereon) shall thereupon be transferred to the Company at no cost to the Company. 
 6. Government Regulations.
Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges as may be required. 







 7. Investment Purpose. The Awardee represents and warrants that unless the Restricted
Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account
and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act. The Awardee agrees not to sell, transfer
or otherwise dispose of such shares unless they are either (1) registered under the Securities Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel. 

8. Securities Law Restrictions. Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this
Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such
shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the
Securities Act or the securities laws of any state or any other law. 
 9. Lock-Up Agreement. The Awardee hereby agrees
that in the event that the Restriction Period lapses with respect to any of the Restricted Shares at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then
Awardee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of such Restricted Shares, and any Restricted Shares for which the Restriction
Period may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company. 

10. Withholding Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from
amounts payable to the Awardee, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding
taxes (including, without limitation, any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any Restricted Shares or (ii) an election made by the Awardee under
Section 83(b) of the Internal Revenue Code of 1986, as amended, (the “Code”)). 
 11. Awardee
Representations. The Awardee has reviewed with the Awardee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not
on any statements or representations of the Company or any of its agents, if any, made to the Awardee. The Awardee understands that the Awardee (and not the Company) shall be responsible for the Awardee’s own liability arising as a result of
the transactions contemplated by this Agreement. 







 12. Section 83(b) Election. The Awardee hereby acknowledges that the Awardee has
been informed that, with respect to the Restricted Shares, the Awardee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Code to be taxed
currently on any difference between the purchase price of the Restricted Shares and their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by the Awardee at the time or times at which
the forfeiture restrictions on the Restricted Shares lapse. The Awardee is strongly encouraged to seek the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the
election under Section 83(b) of the Code. THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILITY, BUT RATHER IS THE AWARDEE’S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Awardee
files an election under Section 83(b) of the Code, the Awardee shall promptly furnish the Company with a copy of the election. 
 13. Employment. The Awardee acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting
relationship with the Company, nor shall it affect in any way the Awardee’s right or the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause, subject to any
employment agreement that may have been entered into by the Company and the Awardee; and (ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements. 

14. Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered
mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be
provided in the form and manner of such electronic means as the Company may permit. 
 15. Entire Agreement; Governing
Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between this
Agreement and the Plan, the Plan shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles. 

16. Opportunity for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. The Awardee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all
provisions of the Plan and this Award 







 
Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement.
The Awardee further agrees to notify the Company upon any change in Awardee’s residence address. 
 17. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives. 

18. Section 409A Compliance. To the extent that this Agreement and the award of Restricted Shares hereunder are or become
subject to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company as appropriate to maintain compliance with the provisions of Section 409A of the Code.

 [Signature Page Follows] 







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

			
	REVOLUTION LIGHTING TECHNOLOGIES, INC.
		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 AWARDEE

	
	  

	 Name:
	 	









 EXHIBIT A 
 REVOLUTION LIGHTING TECHNOLOGIES, INC. 
 RESTRICTED SHARE AWARD AGREEMENT

  

	(a).	Awardee’s Name:
                                         
                                         
                       

  

	(b).	Awardee’s Social Security Number (last four digits only):
xxx-xx-             

  

	(c).	Award Date:
                                        


  

	(d).	Number of Restricted Shares Granted:
                                        


 Executed By: 

Awardee:                       
      
 Company: