EX-10.2



 Exhibit 10.2 

AUTHENTIDATE HOLDING CORP. 

NOTICE OF GRANT OF RESTRICTED STOCK UNITS 

The Participant has been granted an award of Restricted Stock Units (the “Award”) pursuant to the Authentidate Holding
Corp. 2011 Omnibus Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the Settlement Date (described below) one (1) share of common stock of Authentidate Holding Corp., par
value $0.001 per share, as follows: 
  

			
	Participant:		Bonnet, Ian C.
		
	Grant Date:		February 18, 2015
		
	Number of Restricted Stock Units:		250,000, subject to adjustment as provided by the Restricted Stock Unit Agreement.
		
	Settlement Date:		For each Restricted Stock Unit, except as otherwise provided by the Restricted Stock Unit Agreement, the date on which the units become Vested Units in accordance with the vesting schedule set forth below and the provisions of the
Restricted Stock Unit Agreement.
		
	Vesting Schedule:		Except as set forth in the Restricted Stock Unit Agreement annexed hereto, provided that the Participant’s Services have not terminated prior to the Vesting Date (as defined below), 150,000 of the Restricted Stock Units shall
vest on the Grant Date and 100,000 of the Restricted Stock Units shall vest on the six month anniversary of the Grant Date, provided that the following conditions have occurred: (A) the Participant shall continuously remain in the employment of the
Company during the through the six month anniversary date of the Grant Date, (B) the Participant shall have entered into a new employment agreement (or an amendment to his original agreement) no later than the six month anniversary of the Grant Date
which shall provide for an employment term of at least twelve (12) months, and (C) the Participant shall have submitted a restructuring plan for the Company to the Board of Directors which has been approved by the Board of Directors for
implementation (the “Vesting Date”).

 Signature page to the Notice of Grant of Restricted Stock Units follows. 







 By their signatures below, the Company and the Participant agree that the Award is governed by this Notice of
Grant of Restricted Stock Units and by the provisions of the Plan and the Restricted Stock Unit Agreement, both of which are made a part of this document. The Participant represents that the Participant has read and is familiar with the provisions
of the Plan and Restricted Stock Unit Agreement, and hereby accepts the Award subject to all of their respective terms and conditions. 
  

							
	AUTHENTIDATE HOLDING CORP.				PARTICIPANT
				
	By:		  
				  

	Charles C. Lucas				Signature
	Title:		Chairman of the Board				
							Date            , 2015

  

					
	ATTACHMENTS:		 2011 Omnibus Equity Incentive Plan

Restricted Stock Units Agreement



  
 2 








 AUTHENTIDATE HOLDING CORP. 

RESTRICTED STOCK UNIT AGREEMENT 

Authentidate Holding Corp. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the
“Grant Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”) is attached an Award consisting of Restricted Stock Units (the
“Units”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the
Authentidate Holding Corp. 2011 Omnibus Equity Incentive Plan (the “Plan”), as in effect on the Grant Date, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the
Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities
and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”) and (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the
Plan. 
 1. DEFINITIONS AND CONSTRUCTION. 

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned in the Grant Notice
or the Plan. The term “Company” shall mean Authentidate Holding Corp., a Delaware corporation, and any successor company (or a subsidiary or parent thereof), including any Acquiror (as defined in Section 8). 

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise. 
 2. ADMINISTRATION. 

All questions of interpretation concerning the Grant Notice, this Agreement and the Plan shall be determined by the Management Resources and
Compensation Committee of the Board of Directors of the Authentidate Holding Corp. (the “Committee”). All determinations by the Committee shall be final and binding upon all persons having an interest in the Award as provided
by the Plan. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided such
officer has apparent authority with respect to such matter, right, obligation, or election. 
 3. THE
AWARD. 
 3.1 Grant of Units. On the Grant Date, the Participant shall acquire, subject to the
provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive one (1) share of Common Stock of the Company (the
“Shares”) on the date determined in accordance with the Grant Notice and this Agreement. 
 3.2 No Monetary
Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or Shares issued upon settlement of the Units, the consideration for which shall
be past services actually rendered 







 
and/or future services to be rendered to the Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration
in the form of cash or past services rendered to the Company or for its benefit having a value not less than the par value of the Shares issued upon settlement of the Units. 

4. VESTING OF UNITS.  

4.1 The Units shall vest and become “Vested Units” as provided in Vesting Schedule in the Grant Notice provided you remain
continuously employed by the Company or its subsidiaries through the Vesting Date, except as may be expressly provided for in a written agreement between the Company and the Participant. All vested amounts shall be paid by the Company in Shares, on
a one-for-one basis for each Unit, subject to applicable tax withholding, as soon as administratively feasible but in any event no later than (i) the end of the year in which the vesting date occurs, or (ii) 2.5 months after the vesting
date. Unless otherwise set forth in a written agreement between the Company and the Participant, upon any termination of your Service with the Company, the Units granted to you hereunder that were not vested on the date of such termination of
continuous Service will be forfeited at no cost to the Company, and you will have no further right, title or interest in the Units or the Shares to be issued in respect of the Award. To the extent a written agreement between the Company and
Participant provides for the vesting of the Units upon the termination of the Participant’s Service with the Company, the Vested Units shall be delivered to the Participant as soon as administratively feasible following the termination of the
Participant’s Service with the Company in accordance with the terms and conditions of such written agreement between the Company and the Participant, but in any event no later than (i) the end of the year in which the Participant’s
Service terminated, or (ii) 2.5 months after the date the of termination of Participant’s Service. 
 4.2 Notwithstanding
the foregoing, however, and except as may be expressly provided in a written agreement between Participant and Company, in the event that, prior to the Vesting Date, the Participant dies or his or her continuous Service is terminated due to
Disability, the Participant (or his or her estate, as appropriate) will receive, as of the date of (a) Participant’s death or (b) the termination of the Participant’s continuous Service due to Disability, such number of Vested
Units prorated from the Grant Date and through the date of such death or Disability, based on the number of completed months of Service during the twelve month period commencing on the Grant Date, divided by 12. If the Participant’s continuous
Service terminates due to death or Disability subsequent to the 12 month anniversary of the Grant Date, then this Award will vest in full upon the termination of Participant’s continuous Service due to death or Disability. Units which become
Vested Units in accordance with this Section 4.2 shall be settled in accordance with Section 4.1. For purposes of this Agreement, “Disability” means the Participant’s becoming disabled within the meaning of
Section 22(e)(3) of the Code or, if applicable, a written employment agreement between the Participant and the Company. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate.

 5. COMPANY REACQUISITION RIGHT. 

Except to the extent otherwise provided in an agreement between the Company and the Participant, in the event that the Participant’s
Services terminate for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested
Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”). 







 6. SETTLEMENT OF THE
AWARD. 
 6.1 Issuance of Shares. Subject to the provisions of Section 4 and
6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) Share. Shares issued in settlement of the Units shall not be subject to any restriction on transfer
other than any such restriction as may be required pursuant to Section 6.3, Section 7, the Company’s insider trading policies, any federal, state or foreign law or any contractual obligation to which the Participant is subject (such
as a “lock-up” or “market stand-off” agreement). 
 6.2 Beneficial Ownership of Shares; Registration of
Shares. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any
or all Shares acquired by the Participant pursuant to the settlement of the Units. Except as provided by the preceding sentence and subject to Section 11, the Shares issued upon settlement of the Units shall be registered in the name of the
Participant, or, if applicable, in the names of the heirs of the Participant. 
 6.3 Restrictions on Grant of the Award and Issuance of
Shares. The grant of the Award and issuance of Shares upon settlement of the Units shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. If the issuance of
Shares upon settlement of the Units would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be
listed, then no such Shares may be issued unless and until all such laws, regulations and stock exchange requirements have been satisfied in full. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 

6.4 Fractional Shares. The Company shall not be required to issue fractional Shares upon the settlement of the Units and
the Committee shall, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares that might be created upon the settlement of the Units. 

7. TAX CONSEQUENCES. 

7.1 In General. The Participant acknowledges that the Company has not advised the Participant regarding the Participant’s income
tax liability in connection with the grant or vesting of the Units and the delivery of Shares in connection therewith. The Participant has reviewed with the Participant’s own tax advisors the federal, state, and local and tax consequences of
the grant and vesting of the Units and the delivery of Shares in connection therewith as contemplated by this Award. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Award. 

7.2 Payment of Tax Withholding. Regardless of any action the Company takes with respect to any or all federal, state, or local income
tax, social insurance, payroll tax, payment on account or other tax-related withholding regarding the Award (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is
and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the vesting or payment of the Award, the
subsequent sale of Shares acquired pursuant to the payment of Shares under the Award and the receipt of 







 
any dividends; and (ii) does not commit to structure the terms of the Award to reduce or eliminate your liability for Tax-Related Items. You hereby authorize the Company to withhold all
applicable Tax-Related Items legally payable by you from your wages or other cash compensation paid to you by the Company, or from payment otherwise owed to you under this Award. Alternatively, or in addition, if permissible under local law and
expressly authorized by the Committee, the Company may (i) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items, and/or (ii) withhold Shares, provided that the Company only
withholds the amount of Shares necessary to satisfy the minimum withholding amount (based on the fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax
withholding obligations determined by the applicable minimum statutory withholding rates). Finally, you shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold as a result of your participation in the
Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section. 

7.3 Application of Section 409A of the Code. This Award is intended to comply with section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and shall in all respects be administered in accordance with section 409A of the Code. In no event shall the Participant, directly or indirectly, designate the calendar year of distribution. The
terms “cease to be employed” or “termination of employment,” or words of similar import, as used herein, for purposes of any payments that are payments of deferred compensation subject to Section 409A of the Code, shall mean
“separation from service” as defined in Section 409A of the Code. To the extent any payment or settlement that is a payment of deferred compensation subject to Section 409A of the Code is contingent upon a “change in
control,” such payment or settlement shall only occur if the event giving rise to the change in control would also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of
the assets of the Company, within the meaning of Section 409A of the Code. The vesting of the Award shall not be affected by the preceding sentence. In the event that this Award fails to satisfy the requirements of Section 409A of the Code
(and the applicable Treasury regulations promulgated thereunder) and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, and if you are a “specified employee” (within
the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that would otherwise be made upon
the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation
from service (or, if earlier, within 15 days after your death), with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the
shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. This Award may be amended without the consent of the Participant in any respect deemed in good-faith by the Board of
Directors or the Committee to be necessary in order to preserve compliance with section 409A of the Code. 
 8. EFFECT
OF CHANGE IN CONTROL ON AWARD.  

In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or subsidiary or
parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue the Company’s rights and obligations with respect to all or any portion of the outstanding Units or
substitute for all or any portion of the outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. 







 9. ADJUSTMENTS FOR CHANGES IN
CAPITAL STRUCTURE. 
 Subject to any required action by the stockholders of the Company
and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of Shares, exchange of Shares, or similar change in the capital structure of the Company, or in the
event of payment of a dividend or distribution to the stockholders of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate and proportionate adjustments
shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Units, in order to prevent dilution or enlargement of the Participant’s rights under the Award. Any fractional
share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee as contemplated in Section 12.2 of the Plan, and its determination shall be
final, binding and conclusive. 
 10. RIGHTS AS A STOCKHOLDER
OR EMPLOYEE. 
 The Participant shall have no rights as a stockholder with respect to
any Shares which may be issued in settlement of the Units until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be
made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 9 and you shall receive no benefit with respect to any cash dividend, stock dividend or
other distribution that does not result from an adjustment as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement
between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue providing Services or interfere in any
way with any right of the Company to terminate the Participant’s Services at any time. The right of the Company to terminate at will the Participant’s Service at any time for any reason is specifically reserved. 

11. LEGENDS. 

The Company may at any time determine to issue certificates representing the Shares issued pursuant to this Agreement rather than issue
uncertificated Shares and the Company may at any time place legends referencing any applicable restrictions under federal, state or foreign securities law or required under any contractual obligations (as contemplated under Section 6.1) on all
certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to settlement of the Units in
the possession of the Participant in order to carry out the provisions of this Section. 
 12. MISCELLANEOUS
PROVISIONS. 
 12.1 Termination or Amendment. The Committee may terminate or amend the Plan or
this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to
comply with applicable law or government regulation, including, but not limited to, Section 409A of the Code. No amendment or addition to this Agreement shall be effective unless in writing. 







 12.2 Nontransferability of the Award. Prior to the issuance of Shares on the applicable
Settlement Date, neither the Award nor any Units subject to the Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s
guardian or legal representative. 
 12.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement. 
 12.4 Binding Effect. This
Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns. 
 12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or
permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the
e-mail address, if any, provided by the Participant to the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees
prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party. 

The Plan documents may be delivered to the Participant electronically. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The
Participant acknowledges that the Participant has read this section and consents to the electronic delivery of the Plan documents and Grant Notice. The Participant acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Participant by contacting the Company in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery
of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail
address) at any time by notifying the Company in writing of such revoked consent or revised e-mail address. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents. 

12.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with any employment, service or other agreement
between the Participant and the Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersede any prior
agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or
therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect. 

12.7 Applicable Law. This Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements
between Delaware residents entered into and to be performed entirely within the State of Delaware. 

  








 12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. 

*        *        * 

This Restricted Stock Unit Agreement will be deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to
which it is attached.