Exhibit
10.3


 


SKYX
PLATFORMS CORP.


RESTRICTED
SHARES AWARD AGREEMENT


 


This
Restricted Shares Award Agreement (the “Agreement”) is entered into between SKYX Platforms Corp. (the “Company”)
and the individual named below as the “Grantee”, effective as of the Date of Grant set forth below.


 


	Grantee:  	[__]
	 	 
	Date
    of Grant:	[__]
	 	 
	Number
    of Restricted Shares:	Restricted
    Shares


 


	Vesting
    Schedule:	          ●        

              ●       

              ●       

              ●       
	[
        ] Restricted Shares on the Date of Grant

    [
        ] Restricted Shares on [______], 20__

    [
        ] Restricted Shares on [______], 20__

    [
        ] Restricted Shares on [______], 20__



 


1.
Grant of Restricted Shares. The Company has granted to the Grantee, in accordance with the terms and conditions of the SQL Technologies
Corp. 2021 Stock Incentive Plan (the “Plan”) and this Agreement, the number of Restricted Shares set forth above (the “Restricted
Shares”), on the Date of Grant set forth above. Any stock certificate or uncertificated book-entry evidencing the Restricted Shares
issued shall bear all legends determined by the Company necessary to effectuate the provisions of this Agreement and shall be held in
custody by the Company. Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Restricted Shares under
the Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any. Effective until
the Restricted Shares have become vested, Grantee hereby irrevocably constitutes and appoints the Chief Executive Officer of the Company
as attorney-in-fact to transfer the Restricted Shares on the stock transfer records of the Company with full power of substitution.


 


THIS
AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN THIRTY (30) DAYS AFTER THE DATE OF GRANT.


 


2.
Vesting of Restricted Shares.


 


(a)
Each number of the Restricted Shares set forth in the Vesting Schedule above shall vest on the corresponding date in the Vesting Schedule
(each, a “Vesting Date”), provided that Grantee shall have [remained in the continuous employment as _____ of the Company
or a Subsidiary]/[continued to provide consulting services to the Company or a Subsidiary under the Consultant Agreement dated ____]
(“Continuous Service”) through the applicable Vesting Date.


 


(b)
Notwithstanding Section 2(a):


 


(i)
Upon the occurrence of a Change in Control prior to a Vesting Date and during Grantee’s Continuous Service, any Restricted Shares
that have not vested shall immediately vest; and


 


(ii)
The Committee may, in its sole discretion, provide for the full or partial acceleration of vesting of the Restricted Shares in connection
with the termination of Grantee’s Continuous Service for any other reason prior to a Vesting Date.


 




    	 



     


    




 


3.
Forfeiture of Restricted Shares. The Restricted Shares (and any related accumulated dividends) that have not yet vested pursuant
to Section 2(a) shall be forfeited automatically without further action or notice if Grantee’s Continuous Service with the Company
or a Subsidiary terminates prior to a Vesting Date for any reason other than as provided pursuant to Section 2(b).


 


4.
Voting and Dividends. Except as otherwise provided herein, from and after the Date of Grant, Grantee shall have all of the rights
of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that
may be paid thereon; provided, however, that (a) any cash dividend otherwise payable with respect to unvested Restricted Shares shall
be accumulated and paid in cash (without interest) only at the time(s) that the underlying Restricted Shares become vested, subject to
and conditioned upon Grantee’s Continuous Service until such time; and (b) any additional Shares of the Company or other securities
that Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted
Shares and shall be subject to the same restrictions as the Restricted Shares covered by the Agreement.


 


5.
Restrictions on Transfer. The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise
disposed of by Grantee, except to the Company, by will or the laws of descent and distribution, or as may otherwise be permitted by the
Plan, until the Restricted Shares have vested. Any purported transfer or encumbrance in violation of this provision shall be void, and
the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares. Any permitted
transferee (other than the Company) shall remain subject to all the terms and conditions applicable to the Restricted Shares prior to
such transfer.


 


6.
Lock-Up Agreement. Grantee agrees that, if requested by the Company in connection with a public offering of Shares or other securities
of the Company, Grantee will not sell, offer for sale or otherwise dispose of any vested Restricted Shares for such period of time as
is determined by the Committee; provided that at least a majority of the Company’s directors and officers who hold options,
Restricted Shares or such other securities of the Company at such time are similarly bound.


 


7.
Tax Withholding. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other
taxes in connection with the vesting of the Restricted Shares, then the Company or Subsidiary (as applicable) shall retain a number of
Shares otherwise vested with a value equal to the required withholding (based on the Fair Market Value of the Shares on the applicable
date); provided that in no event shall the value of the Shares retained exceed the amount of taxes required to be withheld based on the
maximum statutory tax rates in the applicable taxing jurisdictions. Notwithstanding the foregoing, Grantee may elect, in accordance with
procedures adopted by the Company from time to time, to either (i) pay or provide for payment of the required tax withholding, or (ii)
have the required tax withholding deducted from any amount of salary, bonus, incentive compensation or other amounts otherwise payable
in cash to Grantee (including dividend payments pursuant to Section 4 of this Agreement); provided that the Company may require the use
of one or both of these methods in the event that the Company or any Subsidiary is required to withhold taxes at any time other than
upon delivery or vesting of the Shares.


 


8.
Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into
account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a Subsidiary.


 




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9.
Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court
of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.


 


10.
Entire Agreement; Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the
Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and
supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency
between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used in this Agreement without definition
shall have the meanings assigned to them in the Plan.


 


11.
Adjustments. The number and kind of Restricted Shares are subject to adjustment as provided in Section 15 of the Plan.


 


12.
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws
and listing requirements with respect to the Restricted Shares; provided, however, notwithstanding any other provision of this Agreement,
the Company shall not be obligated to deliver or vest any Shares pursuant to this Agreement if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.


 


13.
Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the permitted successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of
the Company.


 


14.
Data Privacy. In order to administer the Plan, the Company may process personal data about Grantee. Such data includes, but is
not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about
Grantee such as home address and business addresses and other contact information, and any other information that might be deemed appropriate
by the Company to facilitate the administration of the Plan. Grantee hereby gives explicit consent to the Company to process any such
personal data. Grantee also gives explicit consent to the Company to transfer any such personal data outside the country in which Grantee
works or is employed, including, if Grantee is not a U.S. resident, to the United States, to transferees that shall include the Company
and other persons who are designated by the Company to administer the Plan.


 


15.
Electronic Delivery. Grantee hereby consents and agrees to electronic delivery of any documents (including prospectus information)
that the Company may elect to deliver in connection with this Agreement, the Restricted Shares and any other award made or offered under
the Plan. Grantee understands that, unless earlier revoked by Grantee by giving written notice to the Chief Executive Officer of Company,
this consent shall be effective for the duration of the Agreement. Grantee also understands that he or she shall have the right at any
time to request that the Company deliver written copies of any and all materials referred to above at no charge. Grantee hereby consents
to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance
of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall
have the same force and effect as, his or her manual signature. Grantee consents and agrees that any such procedures and delivery may
be effected by a third party engaged by the Company to provide administrative services related to the Plan.


 


16.
No Employment Contract. Nothing contained in this Agreement shall confer upon Grantee any right with respect to continuance of
employment or other service by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries
to terminate the employment or other service of Grantee, or adjust the compensation of Grantee, in each case with or without cause.


 


17.
Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of
Florida.


 


18.
Notices. Any notice to the Company provided for herein shall be in writing to the Company, marked Attention: Chief Executive Officer,
and any notice to Grantee shall be addressed to Grantee at his or her address, e-mail or fax number on file with the Company. Any written
notice required to be given to the Company shall be deemed to be duly given only when actually received by the Company.


 


[SIGNATURES
ON FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has also
executed this Agreement, as of the day and year first above written.


 


	GRANTEE:	 	COMPANY:
	 	 	 
	[           ]	 	 	SKYX PLATFORMS CORP.
	 	 	 	 	 
	Signature:
    	 	 	Signature:
    	 
	 	 	 	 	 
	Name:
    	 	 	Name:
    	 
	 	 	 	 	 
	 	 	 	Title:
    	 
	Dated:
    	 	 	 	 


 



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