Exhibit 10.9


 


ZEDGE,
INC.

2016 STOCK OPTION AND INCENTIVE PLAN 


 


EMPLOYEE

RESTRICTED STOCK AGREEMENT


 


«FIRSTNAME»
«LASTNAME»


Zedge,
Inc.

22 Cortlandt Street (14th Floor)





New
York, NY 10007


  


This
Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective
Date”) under the Zedge, Inc. 2016 Stock Option and Incentive Plan, as the same may be amended, modified or restated from
time to time (the “Plan”), upon the terms and conditions described herein.


 


1.            Grant of Restricted Stock. Pursuant to action of the Compensation Committee of the Board of Directors, Zedge, Inc. (the
“Company”) hereby grants you under the Plan an aggregate of «RESTRICTED_SHARES_» shares of Restricted
Stock of the Company’s Class B Common Stock (the “Restricted Shares”), subject to the terms and conditions hereinafter
set forth. This grant is a matter of separate inducement and is not in lieu of salary or other compensation for your services.


 


2.            Closing. The transfer of the Restricted Shares shall occur simultaneously with the execution of this Agreement. Concurrently
with the execution of this Agreement, the Company may issue one or more certificates representing the Restricted Shares (which
shall be held by the Company pursuant to paragraph 6 below until the applicable Restrictions (as defined in paragraph 3 below)
have lapsed).


 


3.            Restrictions. The Restricted Shares are being awarded to you subject to (i) the transfer and forfeiture restrictions
set forth in this paragraph 3 below (the “Restrictions”), which shall lapse after the expiration of the vesting periods
described in paragraph 4 below, (ii) satisfaction of the tax withholding requirements set forth in paragraph 8 below, and
(iii) compliance with the Company’s Insider Trading Policy.


 


(a)             Transfer. You may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, alienate,
attach, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to Restrictions,
except for such assignments as are allowed under the Plan, provided that, in all cases, such transferee executes a written consent
to be bound by the terms of this Agreement.


 





«RESTRICTED_DATE»

«LASTNAME»

«RESTRICTED_SHARES_»


 







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(b)             Forfeiture. Subject to exceptions as may be determined by the Compensation Committee of the Board of Directors, if your
continuous employment or consulting relationship with the Company or any majority-owned subsidiary of the Company shall terminate
for any reason or you cease for any reason to be a Non-Employee Director of the Company or any majority-owned subsidiary of the
Company, all Restricted Shares for which the Restrictions have not lapsed at such time shall be returned to or canceled by the
Company, and shall be deemed to have been forfeited by you. Upon a forfeiture of your Restricted Shares, the Company will not
be obligated to pay you any consideration whatsoever for the forfeited Restricted Shares.


 


4.             Lapse of Restrictions. 


 


(a)             The Restrictions shall lapse to the extent the Restricted Shares have become vested, as follows: «VESTING ».


 


(b)             All of the Restricted Shares shall become vested and the Restrictions shall lapse with respect to any unvested Restricted Shares
upon a Change in Control (as defined in the Plan).


 


(c)             To the extent the Restrictions shall have lapsed under this paragraph 4 with respect to any portion of the Restricted Shares,
those shares (“Vested Shares”) will be free of the terms and conditions of this Agreement except those terms and conditions
contained in paragraph 8 below; provided, however, that such Vested Shares shall remain subject to the terms and conditions of
the Company’s Insider Trading Policy.


 


5.             Adjustments. The terms “Restricted Shares” and “Vested Shares” shall include any shares or other
securities that you receive or become entitled to receive under the Plan as a result of your ownership of the original Restricted
Shares.


 


6.             Custody. Any certificates representing the Restricted Shares (other than Vested Shares) shall be deposited with the Company.
The Company is hereby authorized to effectuate the transfer into its name of all certificates representing the Restricted Shares
that are forfeited or otherwise transferred to the Company pursuant to either paragraph 3 above or paragraph 8 below.


 


7.            Voting and Other Rights. 


 


(a)             Upon the registration of the Restricted Shares in your name, you shall have all of the rights and status as a stockholder of the
Company with respect to the Restricted Shares, including the right to vote such shares and to receive dividends or other distributions
thereon. All such rights and status as a stockholder of the Company with respect to the Restricted Shares shall terminate if the
Restricted Shares are forfeited pursuant to either paragraph 3 above or paragraph 8 below.


 


(b)            The grant of the Restricted Shares to you does not confer upon you any right to continue in the employ of the Company.


 





«RESTRICTED_DATE»

«LASTNAME»

«RESTRICTED_SHARES_»


 







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8.            Withholding Taxes. The award or other transfer of the Restricted Shares, and the lapse of Restrictions on the Restricted
Shares, shall be conditioned further on any applicable withholding taxes being paid by you. Such taxes may be paid by one or more
of the following methods, at the Company’s sole discretion: (i) deducting the amount so required to be withheld from any
other amount (or Restricted Shares issuable) then or thereafter to be provided to you, including by deducting any such amount
from your salary or other amounts payable to you, to the maximum extent permitted under law and/or (ii) requiring you to
pay to the Company, the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of
any Restricted Shares and/or (iii) causing the sale of any Restricted Shares held by you to cover such liability, up to the amount
required to satisfy  minimum statutory withholding requirements or by the withholding by the Company of, or delivery to the
Company of, Restricted Shares, including Restricted Shares otherwise issuable to you. In addition, you will be required to pay
any amount due in excess of the tax withheld and transferred to the tax authorities, pursuant to applicable tax laws, regulations
and rules. One or more of these methods may not be available upon vesting.


 


9.             Incorporation of Plan Provisions. This Agreement is made pursuant to the Plan and is subject to all the terms and provisions
of the Plan as if the same were fully set forth herein. Capitalized terms not otherwise defined herein shall have the meanings
set forth for such terms in the Plan. To the extent that there is any inconsistency between this Agreement and the terms of the
Plan, the terms of this Agreement shall govern.


 


10.          Stock Power. At the Company’s request, you hereby agree to promptly execute any document, including a stock power
endorsed in blank, that is necessary to comply with the terms of this Agreement.


 


11.          Successors. This Agreement shall be binding upon and inure to the benefit of any successor of the Company and your successors,
assigns and estate, including your executors, administrators and trustees.


 


12.          Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver
is agreed to in writing and signed by each party hereto. No waiver by either party hereto of any breach by another party hereto
of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar of dissimilar
condition or provision at the same time, any prior time or any subsequent time.


 


13.          Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by certified mail or overnight
delivery to the proper address. Notices to employees sent via e-mail shall be deemed to satisfy the requirements of this paragraph
13. All notices to the Company shall be addressed to it at:


 


Zedge,
Inc.


22
Cortlandt Street (14th Floor)


New
York, NY 10007


Fax:
973-453-8200


Attention:
Options Administrator


 




«RESTRICTED_DATE»

«LASTNAME»

«RESTRICTED_SHARES_»


 







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14.          Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances
shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to
be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced
to the fullest extent permitted by law.


 


15.          Governing Law. This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without
regard to principles of conflicts of laws.


 


16.          Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and
no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.


 


17.          Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both
of which together shall constitute one and the same instrument.


 


To
confirm your acceptance of the foregoing, please sign and date below under “Accepted and Agreed” and return one copy
of this Agreement to the Human Resources Department, Zedge, Inc., 522 Cortlandt Street (14th Floor), New York, NY 10007.


 


	 	ZEDGE,
    INC.
	 	 	     
	 	By:	
	 	Name:	Jonathan
    Reich
	 	Title:	Chief
    Financial Officer


 





	ACCEPTED
AND AGREED:	 
	 	     	 
	 	 
	Name:	«FIRSTNAME» «LASTNAME»	 
	Date:	 	 


 


 





«RESTRICTED_DATE»

«LASTNAME»

«RESTRICTED_SHARES_»


 


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