Exhibit
10.8


 


	AST
        SPACEMOBILE, INC.

         

        2020
        INCENTIVE AWARD PLAN



 


RESTRICTED
STOCK Unit Grant Notice


 


AST
SpaceMobile, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below
(“Participant”) the Restricted Stock Units (the “RSUs”) described in this
Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the
AST SpaceMobile, Inc. 2020 Incentive Award Plan (as may be amended from time to time, the “Plan”) and
the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), both of which
are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement
have the meanings given to them in the Plan.


 


	 	Participant:	[____________]
	 	Grant
    Date:	[____________]
	 	Number
    of RSUs:	[____________]
	 	Vesting
    Commencement Date:	[____________]
	 	Vesting
    Schedule:	[____________]


 


By
accepting (whether in writing, electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant
Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions
of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.


 


	AST
    SPACEMOBILE, INC. 	 	PARTICIPANT
	 	 	 
	By:	 	 	 
	Name:
    	 	 	 
	Title:	 	 	 


 




    	 



    	 



    

 


Exhibit
A


 


RESTRICTED
STOCK UNIT AGREEMENT


 


Capitalized
terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant
Notice, in the Plan.


 


Article
I.

general


 


1.1
Award of RSUs. The Company has granted the RSUs to Participant effective as of the Grant Date set forth in the Grant
Notice (the “Grant Date”). Each RSU represents the right to receive one Share as set forth in this Agreement.
Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.


 


1.2
Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan,
which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of
the Plan will control.


 


1.3
Unsecured Promise. The RSUs will at all times prior to settlement represent an unsecured Company obligation payable only
from the Company’s general assets.


 


Article
II.

VESTING; forfeiture AND SETTLEMENT


 


2.1
Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction
of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event
of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled
and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant
and the Company.


 


2.2
Settlement.


 


(a)
The RSUs will be paid in Shares as soon as administratively practicable after the vesting of the applicable RSU, but in no event
later than March 15 of the year following the year in which the RSU’s vesting date occurs.


 


(b)
Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would
violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such
a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the
delay will not result in the imposition of excise taxes under Section 409A.


 


As
used in this Agreement, “Cause” means any of the following events that the Board has determined, in
good faith, has occurred: (i) Participant’s failure to substantially perform Participant’s duties (other than a failure
resulting from Participant’s disability), including Participant’s failure to follow any lawful directive from the
Board or Participant’s immediate supervisor; (ii) Participant’s violation of any code or standard of behavior generally
applicable to Employees or executives of the Company; (iii) engaging in conduct that may reasonably result in reputational, economic
or financial injury to the Company or its affiliates; (iv) Participant’s commission of, indictment for or plea of nolo contendere
to a felony, any crime involving fraud or embezzlement under federal, state or local laws or a crime involving moral turpitude;
(v) Participant’s failure to devote substantially all of Participant’s working time to the business of the Company
and its affiliates; (vi) Participant’s unlawful use (including being under the influence) or possession of illegal drugs
on the premises of the Company or any of its affiliates or while performing Participant’s duties and responsibilities for
the Company or any of its affiliates; (vii) Participant’s commission of an act of fraud, willful misconduct or gross negligence
with respect to the Company or its affiliates, or Participant’s material breach of fiduciary duty against the Company or
any of its affiliates; (viii) Participant’s engaging in misconduct in connection with the performance of any of Participant’s
duties, including by embezzlement or theft from the Company or its affiliates, misappropriating funds from the Company or its
affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf
of the Company or its affiliates; or (ix) Participant’s active disloyalty to the Company or its affiliates, including willfully
aiding a competitor or improperly disclosing confidential information.


 




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Article
III.

TAXATION AND TAX WITHHOLDING


 


3.1
Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors
the tax consequences of this award of RSUs (the “Award”) and the transactions contemplated by the Grant
Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the
Company or any of its agents.


 


3.2
Tax Withholding.


 


(a)
Unless the Administrator otherwise determines, the Company shall withhold, or cause to be withheld, Shares otherwise vesting or
issuable under this Award (including the RSUs) in satisfaction of any applicable withholding tax obligations. The number of Shares
which may be so withheld or surrendered shall be limited to the number of Shares which have a fair market value on the date of
withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates
in Participant’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that
are applicable to such taxable income.


 


(b)
Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs,
regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection
with the RSUs. Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment of any tax
withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and
its Affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate Participant’s tax
liability.


 


Article
IV.

other provisions


 


4.1
Adjustments. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification
and termination in certain events as provided in this Agreement and the Plan.


 


4.2
Clawback. The Award and the Shares issuable hereunder shall be subject to any clawback or recoupment policy in effect on
the Grant Date or as may be adopted or maintained by the Company following the Grant Date, including the Dodd-Frank Wall Street
Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.


 




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4.3
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s General Counsel at the Company’s principal office or the General Counsel’s
then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be
in writing and addressed to Participant (or, if Participant is then deceased, to the Participant’s designated beneficiary)
at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By
a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.
Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested)
and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service,
when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.


 


4.4
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.


 


4.5
Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended
to conform to the extent necessary with all Applicable Law and, to the extent Applicable Law permits, will be deemed amended as
necessary to conform to Applicable Law.


 


4.6
Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


4.7
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the RSUs will be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3)
that are requirements for the application of such exemptive rule. To the extent Applicable Law permits, this Agreement will be
deemed amended as necessary to conform to such applicable exemptive rule.


 


4.8
Entire Agreement; Amendment. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof. To the extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however,
that except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement
shall materially and adversely affect the RSUs without the prior written consent of Participant.


 


4.9
Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid,
the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect
on, the remaining provisions of the Grant Notice or this Agreement.


 


4.10
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be
construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will
have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if
any, with respect to the RSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor
with respect to the RSUs, as and when settled pursuant to the terms hereof.


 




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4.11
Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right
to continue in the employ or service of the Company or any Affiliate or interferes with or restricts in any way the rights of
the Company and any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of Participant
at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement
between the Company or an Affiliate and Participant.


 


4.12
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.


 


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