Exhibit 10.2


 


FORM OF RESTRICTED STOCK UNIT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS


 


This Restricted Stock
Unit Agreement (this “Agreement”) is made and entered into as of April 1, 2020 (the “Grant Date”)
by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [DIRECTOR NAME] (the “Participant”).
This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Award Plan (the “Plan”).
Capitalized terms used in this Agreement but not defined herein will have the meaning ascribed to them in the Plan.


 


1.                 
Grant of Restricted Stock Units. Pursuant to Section 9 of the
Plan, the Company hereby issues to the Participant on the Grant Date an Award consisting of [NUMBER] Restricted Stock Units (the
 “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one Common Share, subject
to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate
account maintained for the Participant on the books and records of the Company (the “Account”). All amounts
credited to the Account shall continue for all purposes to be part of the general assets of the Company.


 


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


 


3.                 
Vesting. Except as otherwise provided herein or in the Plan, provided that the Participant remains in continuous
service through the applicable vesting date, the Restricted Stock Units will vest in accordance with the schedule set forth in
the chart below (the period during which restrictions apply, the “Restricted Period”). Once vested, the Restricted
Stock Units shall become “Vested Units.”


 


	Vesting Date	 	Percentage of Vested Units	Number of Vested Units
	June 30, 2020	 	33.33	%	 
	September 30, 2020	 	33.33	%	 
	December 31, 2020	 	33.34	%	 


 


4.                 
Termination of Service/Change in Control. 


 


4.1             
The vesting schedule above notwithstanding, if the Participant’s service terminates for any reason at any time before
all of the Restricted Stock Units have vested, the Participant’s unvested Restricted Stock Units shall be automatically forfeited
upon such termination of service and neither the Company nor any Affiliate shall have any further obligations to the Participant
under this Agreement.


 


4.2             
Notwithstanding any provision of this Agreement or the Plan to the contrary, upon the occurrence of a Change in Control,
any Restricted Period in effect on the date of the Change in Control shall expire as of such date and any unvested Restricted Stock
Units shall vest.


  






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5.                 
Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period
and until such time as the Restricted Stock Units are settled, the Restricted Stock Units or the rights relating thereto may not
be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant. Any attempt to assign,
alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall
be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Participant and all
of the Participant’s rights to such units shall immediately terminate without any payment or consideration by the Company.
Notwithstanding the foregoing, the Restricted Stock Units may be transferred during the Restricted Period to a Permitted Transferee
with the prior written consent of the Committee, in accordance with Section 16(b)(ii) of the Plan. Any Permitted Transferee shall
be bound by and subject to all of the terms and conditions of this Agreement and the Plan relating to the transferred Restricted
Stock Units except as otherwise provided in Section 16(b)(iii) of the Plan. The Company shall cooperate with any Permitted Transferee
and the Company’s transfer agent in effectuating any transfer permitted under this Agreement. Common Shares issued upon settlement
of the Restricted Stock Units shall not be subject to the Company’s stock ownership guidelines; however, the provisions of
the Company’s Securities Trading Policy would continue to apply to such shares.


 


6.                 
Rights
as Shareholder;
Dividend Equivalents.


 


6.1             
The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock
Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following
the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted
Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights
of a shareholder of the Company (including voting rights).


 


6.2             
In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the
Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall
be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid
to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant
(“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest
may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to
such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to
the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same
date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents
credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares
having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend
Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation
of the Restricted Stock Units.


 






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7.                 
Payment/Settlement
of Restricted Stock Units. Promptly upon each vesting date listed in Section 3 above, and in any event no later than
March ‎‎15th of the calendar year following the calendar year in which the Restricted Period ends, the ‎Company
shall (i) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to
the number of Vested Units, and (ii) enter the Participant’s name on the books of the Company as the shareholder of record
with respect to the Common Shares delivered to the Participant; provided, however, that the Committee may, in its sole discretion
elect to (x) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Restricted
Stock Units, or (y) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond
the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no
longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the
Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Restricted Stock
Units, less an amount equal to any required tax withholdings.


 


8.                 
No Rights to Continued Service. Neither the Plan nor this Agreement
shall confer upon the Participant any right to be retained in any position, as a director of the Company or any Affiliate or in
any other capacity. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or
an Affiliate to terminate the Participant’s service with the Company or an Affiliate at any time.


 


9.                 
Adjustments. In the event of any change to the outstanding Common Shares
or the capital structure of the Company (including, without limitation, a Change in Control), if required, the Restricted Stock
Units shall be adjusted or terminated in any manner as contemplated by Section 12 of the Plan.


 


10.             
Beneficiary Designation. The Participant may file with the Committee a written designation of one or more persons
as the beneficiary(ies) who shall be entitled to his or her rights under this Agreement and the Plan, if any, in case of his or
her death, in accordance with Section 16(f) of the Plan.


 


11.             
Tax Liability and Withholding.


 


11.1         
The Participant shall be required to pay, and the Company shall have the right and is authorized to withhold, from any
cash, Common Shares, other securities or other property deliverable under this Agreement or from any fees or other amounts owing
to the Participant, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such
other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes in accordance
with Section 16(c) of the Plan. The Committee may permit the Participant to satisfy any federal, state or local tax withholding
obligation by any of the following means, or by a combination of such means of the Plan, (a) tendering a cash payment, (b) authorizing
the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Participant as a result
of the vesting of the Restricted Stock Units (provided, however, that no Common Shares shall be withheld with a value exceeding
the maximum amount of tax required to be withheld by law), or (c) delivering to the Company previously owned and unencumbered
Common Shares. Notwithstanding the foregoing, in the event the Participant fails to provide timely payment of all sums required
to satisfy any applicable federal, state and local withholding obligations in respect of the Restricted Stock Units, the Company
shall treat such failure as an election by the Participant to satisfy all or any portion of the Participant’s required payment
obligation pursuant to Section 11.1(b) above.


 






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11.2         
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 Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any
Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any
shares; and (b) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability
for Tax-Related Items.


 


12.             
Compliance with Law. The issuance and transfer of Common Shares shall
be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws
and with all applicable requirements of any stock exchange on which the Common Shares may be listed. No Common Shares shall be
issued pursuant to Restricted Stock Units unless and until any then applicable requirements of state or federal laws and regulatory
agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the
Company is under no obligation to register the Common Shares with the Securities and Exchange Commission, any state securities
commission or any stock exchange to effect such compliance.


 


13.             
Notices. Any notice required to be delivered to the Company under this
Agreement shall be in writing and addressed to the General Counsel & Secretary of the Company at the Company’s principal
corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed
to the Participant at the Participant’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.


 


14.             
Governing Law. This Agreement will be construed and interpreted in accordance
with the laws of the State of Texas without regard to conflict of law principles.


 


15.             
Interpretation. Any dispute regarding the interpretation of this Agreement
shall be submitted by the Participant or the Company to the Committee (excluding the Participant if the Participant serves on the
Committee) for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.


 


16.             
Participant Bound by Plan. This Agreement is subject to all terms and
conditions of 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.


 


17.             
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 Participant and the Participant’s
beneficiaries, executors, administrators and the person(s) to whom the Restricted Stock Units may be transferred by will or the
laws of descent or distribution.


 






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18.             
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. If any provision
of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be
construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.


 


19.             
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 Units in this Agreement
does not create any contractual right or other right to receive any Restricted Stock Units 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 Participant’s service with the Company.


 


20.             
Amendment. The Committee has the right to amend, alter, suspend, discontinue
or cancel Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect the Participant’s
material rights under this Agreement without the Participant’s consent.


 


21.             
Section
409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed
and interpreted in a manner consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the
Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties,
interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.


 


22.             
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 transmission, 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.


 






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23.             
Acceptance. The Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts Restricted
Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there
may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares
and that the Participant should consult a tax advisor prior to such vesting, settlement or disposition.


 


[SIGNATURE PAGE FOLLOWS]


 



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


 


	 	TARGET HOSPITALITY CORP.
	 	 
	 	By:	 
	 	Name:	Heidi D. Lewis
	 	Title:	Executive Vice President, General Counsel & Secretary
	 	 	 
	 	[PARTICIPANT NAME]
	 	 
	 	By:	   



 



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