Exhibit 10.31


 


RESTRICTED STOCK AWARD AGREEMENT


 


This Restricted Stock
Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”)
by and between 1847 Goedeker Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).


 


WHEREAS, the
Company has adopted the 1847 Goedeker Inc. 2020 Equity Incentive Plan (the “Plan”) pursuant to 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 stockholders 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 7.2 of the Plan, the Company hereby issues to the Grantee 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 Grantee to the Company.


 


3. Restricted
Period; Vesting.


 


3.1. Except
as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, and
further provided that any additional conditions and performance goals set forth in Schedule I have been satisfied, the Restricted
Stock will vest in accordance with the following schedule:


 


	
        Vesting Date
	 	Shares of Common Stock
	[VESTING DATE]	 	[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE]
	[VESTING DATE]	 	[NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE]


 


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


 


3.2. The
foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason at any time before
all of his or her Restricted Stock has vested other than death or retirement (in the case of a Director), termination of the Grantee’s
Continuous Service is terminated by the Company or an Affiliate for Disability, [or upon the occurrence of a Change of Control],
the Grantee’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 Grantee under this Agreement.


 


3.3. The
foregoing vesting schedule notwithstanding, in the event of the Grantee’s death or if the Grantee’s Continuous Service
is terminated by the Company or an Affiliate for Disability, 100% of the unvested Restricted Stock shall vest as of the date of
such termination.


 






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3.4. The
foregoing vesting schedule notwithstanding, if the Grantee is an Outside Director, 100% of the unvested Restricted Stock shall
vest on the Grantee’s attainment of mandatory retirement age for members of the Board, if any.


 


3.5. [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 Grantee.
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 Grantee and all of the Grantee’s rights to such shares shall immediately terminate without any payment or
consideration by the Company.


 


5. Rights
as Stockholder; Dividends.


 


5.1. The
Grantee 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 stockholder 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 Grantee’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 may be retained by the
Company until such time as the Restricted Stock vests.


 


5.3. If
the Grantee forfeits any rights he has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such
forfeiture, no longer have any rights as a stockholder 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. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any
position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed
to limit the discretion of the Company to terminate the Grantee’s Continuous Service at any time, with or without Cause.


 


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 Section 11 of the Plan.


 


8. Tax
Liability and Withholding.


 


8.1. The
Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the
Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock and to take all such
other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee
may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a
combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the
shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Stock; provided,
however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld
by law; or (c) delivering to the Company previously owned and unencumbered shares of Common Stock.


 






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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 Grantee’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 Grantee’s liability for Tax-Related Items.


 


9. Section
83(b) Election. The Grantee 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 Grantee elects
to make a Section 83(b) Election, the Grantee 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 Grantee 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. [Non-competition
and Non-solicitation.


 


10.1. In
consideration of the Restricted Stock, the Grantee agrees and covenants not to:


 


(a) contribute
his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant,
agent, partner, director, stockholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar
business as the Company and its Affiliates, including those engaged in the business of nuclear fuel technology for a period of
one year following the Grantee’s termination of Continuous Service;


 


(b) directly
or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the
Company or its Affiliates for one year following the Grantee’s termination of Continuous Service; or


 


(c) directly
or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant
message), attempt to contact or meet with the current[, former or prospective] customers of the Company or any of its Affiliates
for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its
Affiliates for a period of one year following the Grantee’s termination of Continuous Service.


 


10.2. If
the Grantee breaches any of the covenants set forth in Section 10.1:


 


(a) all
unvested Restricted Stock shall be immediately forfeited; and


 


(b) the
Grantee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.]


 






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11. Compliance
with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Grantee
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 Grantee 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.


 


12. Legends.
A legend may be placed on any certificate(s) or other document(s) delivered to the Grantee 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.


 


13. Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the
Company at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement
shall be in writing and addressed to the Grantee at the Grantee’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 Delaware without regard to
conflict of law principles.


 


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


 


16. Restricted
Stock Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. 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 Grantee and the Grantee’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.


 


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.


 


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 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 Grantee’s employment
with the Company.


 






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20. 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 Grantee’s material rights under this Agreement without
the Grantee’s consent.


  


21. No
Impact on Other Benefits. The value of the Grantee’s Restricted Stock is not part of his normal or expected compensation
for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 


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.


 


23. Acceptance.
The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee 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 Grantee 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 Grantee has been advised to consult a tax advisor prior to such grant, vesting 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.


 


	
        
	COMPANY:
	 	 
	 	1847 Goedeker Inc.
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	GRANTEE:
	 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name)
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	SSN: