EXHIBIT 10.21


Restricted Stock Award Agreement


This Restricted Stock Award Agreement (this
"Agreement") is made and entered into as of [_______________] (the "Grant Date") by and between Lightwave
Logic, Inc., a Nevada corporation (the "Company") and [_____________] (the "Director").


WHEREAS, the Company has adopted the
2016 Equity Incentive Plan (the "Plan") under which awards of Restricted Stock may be granted; and


WHEREAS, the Committee has determined
that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein.


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


1.             
Grant
of Restricted Stock. Pursuant to Section 7 of the Plan, the Company hereby issues to the Director
on the Grant Date a Restricted Stock Award consisting of, in the aggregate, [________________] shares of Common Stock of the Company (the
"Restricted Stock"), on the terms and conditions and subject to the restrictions set forth in this Agreement and the
Plan. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. 


2.             
Consideration.
The grant of the Restricted Stock is made in consideration of the services to be rendered by the Director to the Company. 


3.             
Restricted
Period; Vesting.


3.1               
Except as otherwise provided herein, provided that the Director remains in Continuous Service through
the applicable vesting date, the Restricted Stock will vest in accordance with the following schedule: 


	Vesting Date	Shares of Common Stock
	[_______________]	[________________]
	[_______________]	[________________]
	[_______________]	[________________]


The
period over which the Restricted Stock vests is referred to as the "Restricted Period".


3.2               
If the Director's Continuous Service terminates for any reason at any time before all of the Director's
Restricted Stock has vested, the Director's unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous
Service and neither the Company nor any Affiliate shall have any further obligations to the Director under this Agreement.


3.3               
The foregoing vesting schedule notwithstanding, upon the occurrence of a Change in Control, 100%
of the unvested Restricted Stock shall vest as of the date of the Change in Control.


4.             
Restrictions.
Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period, the Restricted Stock or the rights relating
thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Director. Any attempt to
assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or the rights relating thereto during the
Restricted Period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock will be forfeited by the Director
and all of the Director's rights to such shares shall immediately terminate without any payment or consideration by the Company.




    	 



    	 



    

 


5.             
Rights
as Shareholder; Dividends.


5.1               
The Director shall be the record owner of the Restricted Stock until the shares of Common Stock are
sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation,
the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing,
any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid. 


5.2               
The Company may issue stock certificates or evidence the Director's interest by using a restricted
book entry account with the Company's transfer agent. Physical possession or custody of any stock certificates that are issued shall be
retained by the Company until such time as the Restricted Stock vests.


5.3               
If the Director forfeits any rights the Director has under this Agreement in accordance with Section
3 of this Agreement, the Director shall, on the date of such forfeiture, no longer have
any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such
shares.


6.             
No
Right to Continued Service on the Board. Neither the Plan nor this Agreement shall confer upon
the Director any right to be retained as a Director of the Company or in any other capacity. Further, nothing in the Plan or this Agreement
shall be construed to limit the discretion of the Company to terminate the Director's Continuous Service at any time. 


7.             
Adjustments.
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the shares of Common Stock
shall be adjusted or terminated in any manner as contemplated by 11 of the Plan.


8.             
Tax
Liability and Withholding.


8.1               
As a condition to the issuance of any Restricted Stock, the Company may withhold, or require the
Director to pay or reimburse the Company for, any taxes which the Company determines are required to be withheld under federal, state
or local law in connection with the grant or vesting of the Restricted Stock.


8.2               
Notwithstanding any action the Company takes 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 Director's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any
Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares and (b) does not
commit to structure the Restricted Stock to reduce or eliminate the Director's liability for Tax-Related Items.


9.             
Section
83(b) Election. The Director may make an election under Code Section 83(b) (a "Section
83(b) Election") with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant
Date. If the Director elects to make a Section 83(b) Election, the Director shall provide the Company with a copy of an executed version
and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Director agrees
to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service
and for all tax consequences resulting from the Section 83(b) Election.


10.          
Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance
by the Company and the Director 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. The Director understands that the Company is under no obligation to register the shares of
Common Stock with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.




    	 



    	 



    

 


11.          
Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Director indicating restrictions on transferability
of the shares of Restricted Stock pursuant to this Agreement or any other restrictions that the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or
any stock exchange on which the shares of Common Stock are then listed or quoted.


12.          
Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Chief Operating Officer
of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Director under this Agreement
shall be in writing and addressed to the Director at the Director'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.


13.          
Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State
of Nevada without regard to conflict of law principles.


14.          
Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Director or the Company to the Committee (excluding
the Director if the Director serves on the Committee) for review. The resolution of such dispute by the Committee shall be final and binding
on the Director and the Company.


15.          
Restricted
Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company's shareholders.
The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event
of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions
of the Plan will govern and prevail.


16.          
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 Director and the Director's beneficiaries, executors, administrators and the person(s)
to whom the Restricted Stock may be transferred by will or the laws of descent or distribution.


17.          
Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any
other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to
the extent permitted by law.


18.          
Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the
Company at any time, in its discretion. The grant of the Restricted Stock in this Agreement does not create any contractual right or other
right to receive any Restricted Stock or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company.
Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the
Director's membership on the Board.


19.          
Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Director's material rights under this Agreement without the Director's consent.



20.          
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, by electronic mail in portable document
format (.pdf), 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.




    	 



    	 



    

 


21.          
Acceptance.
The Director hereby acknowledges receipt of a copy of the Plan and this Agreement. The Director has read and understands the terms and
provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Agreement. The Director
acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the shares
and that the Director has been advised to consult a tax advisor prior to such grant, vesting or disposition.


signature page follows




    	 



    	 



    

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


 


	 	
    LIGHTWAVE LOGIC, INC.

     

	 	
    By: _____________________

    Name:

    Title:

     

	 	
    DIRECTOR

     

	 	
    _____________________

    Name: