Exhibit 10.1


 


RESTRICTED STOCK UNIT AGREEMENT


 


This Restricted Stock Unit
Agreement (this “Agreement”), entered into as of December 8, 2022 (the “Grant Date”), sets forth the terms and
conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Enviro Technologies U.S.,
Inc., a Florida corporation (the “Company”), to Jimmy Galla (the “Recipient”).


 


1. Definition
and Incorporation of Certain Terms. This Award is made pursuant to the Employment Agreement entered into by and among the Company
and the Recipient on November 15, 2022 (the “Employment Agreement”) in exchange of the Restricted Stock Award issued under
the Agreement (the “RSA”). Upon execution of this Award the RSA shall be cancelled. The terms of the Employment Agreement
are otherwise incorporated in this Agreement. Capitalized terms used in this Agreement that are not defined in this Agreement have the
meanings as used or defined in the Employment Agreement. The Recipient hereby acknowledges receipt of the Employment Agreement.


 


2. Award.
Effective as of the date of this Agreement, the Recipient was granted 2,500,000 Units.


 


3. Vesting/Forfeiture.
The Units shall vest, and the shares of the Company’s Common Stock payable upon vesting of the Units shall be delivered to the Recipient,
as described on Exhibit A.


 


4. Rights.
The Recipient will receive no benefit or adjustment to the Units with respect to any cash dividend, or other distributions except as provided
for in the Employment Agreement or herein. Further, the Recipient will have no voting rights with respect to the Units until the shares
of Common Stock are issued. In the event of any dividend (other than a cash dividend) payable on shares of Common Stock, stock split,
reverse stock split, combination or exchange of shares, or other similar event (not addressed in the Employment Agreement) occurring after
the grant of an Award, which results in a change in the shares of Common Stock of the Company as a whole, the number of shares issuable
in connection with the Award and the purchase price thereof, if any, shall be proportionately adjusted to reflect the occurrence of any
such event.


 


5. Restriction
on Transfer. The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units prior to the applicable
vesting date.


 


6. Reservation of
Right to Terminate Relationship. Nothing contained in this Agreement shall restrict the right of the Company to terminate the
relationship of the Recipient at any time, with or without cause. 


 


7. Tax
Withholding. The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold from sums owed
by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements that the Company
deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes.


 






     


     


    

 


8. No
Obligation to Minimize Taxes. The Company has no duty or obligation to minimize the tax consequences of this Award to the Recipient
and will not be liable to the Recipient for any adverse tax consequences arising in connection with this Award.  The Recipient has
been advised to consult with his own personal tax, financial and/or legal advisors regarding the tax consequences of this Award.


 


9. 409A
Compliance. The provisions of this Agreement and the issuance of the shares of Common Stock in respect of the Units is intended to
comply with the short-term deferral exception as specified in Treas. Reg. § 1.409A-l(b)(4).


 


10. Notices
and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, as follows:


 


	 	The Recipient:	To the Recipient at the address on the signature page of this Agreement
	 	 	 
	 	The Company:	Enviro Technologies U.S., Inc.
	 	 	408 State Hwy 135 N
	 	 	Kilgore, Texas 75662
	 	 	Attention: Jimmy “JD” Reedy
	 	 	Title: Chief Operating Officer
	 	 	Email:  jdreedy@bannermidstream.com
	 	 	 
	 	with a copy to:	Michael D. Harris, Esq.
	 	 	Nason, Yeager, Gerson, Harris & Fumero, P.A. 
	 	 	3001 PGA Boulevard, Suite 305 
	 	 	Palm Beach Gardens, Florida 33410
	 	 	Email:  mharris@nasonyeager.com


 


or to such other address as either of them, by
notice to the other may designate from time to time.


 


11. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 






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12. Attorney’s
Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party
shall be entitled to a reasonable attorney’s fee, costs and expenses.


 


13. Severability.
If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of
this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each and every
term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted by law.


 


14. Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties and supersedes all prior negotiations,
understandings, representations (if any), and agreements made by and between the parties. Each party specifically acknowledges, represents
and warrants that they have not been induced to sign this Agreement.


 


15. Governing
Law; Exclusive Jurisdiction. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according
to the internal laws of the State of Florida without regard to choice of law considerations. Any action arising out of or related to this
Agreement shall only be brought in the state or federal courts located in Gregg County, Texas. The parties agree not to raise any objection
to the venue including whether it is an inconvenient forum in the federal courts.


 


16. Headings.
The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the
provisions hereof.


 


[Signature Page to Follow]


 




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IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be duly executed and delivered as of the date aforesaid.


 


	 	ENVIRO TECHNOLOGIES U.S., INC.
	 	 	 
	 	By: 	/s/ Jimmy “JD” Reedy
	 	 	Jimmy “JD” Reedy
	 	 	Chief Operating Officer 


 


	 	RECIPIENT
	 	 
	 	/s/ Jimmy Galla
	 	Jimmy Galla
	 	 
	 	Address:
	 	 
	 	 


 




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Exhibit A


 


Vesting & Delivery


 


Vesting:


 


The restricted stock units shall vest in 20 equal
quarterly increments on the last day of each calendar quarter beginning with December 31, 2022, subject to continued employment of
the Executive on each applicable vesting date or as otherwise provided under the Employment Agreement.


 


Delivery:


 


Vested Units shall be paid out in the form of
shares of the Company’s Common Stock with delivery of the Common Stock within 10 days following vesting. The delivery date as provided
in the preceding sentences is referred to as the “Delivery Date.”


 


Notwithstanding the foregoing, the Recipient may
defer delivery of the shares to a time or times after the Delivery Date by providing the Company a written election setting forth the
number(s) of shares and the date(s) and time(s) to which such delivery will be deferred.


 


 


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