Exhibit
10.4


 


SKYX
PLATFORMS CORP.


RESTRICTED
SHARE UNIT AWARD AGREEMENT


 


This
Restricted Share Unit 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 Share Units:	[____]
    Restricted Share Units
	 	 
	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 Share Units. The Company has granted to the Grantee, in accordance with the terms and conditions of the SKYX
Platforms Corp. 2021 Stock Incentive Plan (the “Plan”) and this Agreement, the number of Restricted Share Units set forth
above (the “Restricted Share Units”), on the Date of Grant set forth above. Each Restricted Share Unit shall represent the
contingent right to receive one Share and shall at all times be equal in value to one Share. The Restricted Share Units shall be credited
in a book entry account established for the Grantee until payment in accordance with Section 4 hereof.


 


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 Share Units.


 


(a)
Each number of the Restricted Shares Units set forth in the Vesting Schedule above shall vest on the corresponding date in the Vesting
Schedule above (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
Share Units 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 Share Units in connection
with the termination of Grantee’s Continuous Service for any other reason prior to a Vesting Date.


 


3.
Forfeiture of Restricted Share Units. The Restricted Share Units that have not yet vested pursuant to Section 2(a) (and any related
right to receive cash dividend equivalents pursuant to Section 7(b)) 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.
Payment.


 


(a)
Except as may be otherwise provided in this Section, the Company shall deliver to the Grantee (or the Grantee’s estate in the event
of death) the Shares underlying the vested Restricted Share Units, together with cash dividend equivalents, if any, as provided pursuant
to Section 7(b), within thirty (30) days following the date that the Restricted Share Units become vested in accordance with Section
2.


 


(b)
Notwithstanding Section 4(a), to the extent that the Grantee’s right to receive payment of the Restricted Share Units constitutes
a “deferral of compensation” within the meaning of Section 409A of the Code, payment of any vested Restricted Share Units
(and any related cash dividend equivalents) shall be subject to the following rules, to the extent necessary to comply with Section 409A
of the Code:


 


(i)
Except as provided in Section 4(b)(ii), the Shares underlying the vested Restricted Share Units (and any related cash dividend equivalents
pursuant to Section 7(b)) shall be delivered to the Grantee (or the Grantee’s estate in the event of death) within thirty (30)
days after the earlier of: (A) the Grantee’s “separation from service” within the meaning of Section 409A of the Code;
(B) the occurrence of a “change in the ownership,” a “change in the effective control” 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; or (C) the
applicable Vesting Date.


 


(ii)
If the Restricted Share Units become payable as a result of Section 4(b)(i)(A), but not as a result of the Grantee’s death, and
the Grantee is a “specified employee” at that time within the meaning of Section 409A of the Code, then the Shares underlying
the vested Restricted Share Units (and any related cash dividend equivalents pursuant to Section 7(b)) shall instead be delivered to
the Grantee within thirty (30) days after the first business day that is more than six months after the date of his or her separation
from service (or, if the Grantee dies during such six-month period, within thirty (30) days after the Grantee’s death).


 


(c)
The Company’s obligations with respect to the Restricted Share Units shall be satisfied in full upon the delivery of the Shares
underlying the vested Restricted Share Units and the payment of any related dividend cash equivalents pursuant to Section 7(b).


 


5. Restrictions
on Transfer. The Restricted Share Units (including any related dividend cash equivalents pursuant to Section 7(b)) 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. 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 the Restricted Share Units.


 


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 Shares received upon settlement of the Restricted
Share Units 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, Restricted Share Units or such other securities of the
Company at such time are similarly bound.


 




    	2



     


    

 


7.
No Shareholder Rights; Dividend Equivalents.


 


(a)
The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying
the Restricted Share Units until such Shares have been delivered to the Grantee in accordance with Section 4 hereof. The obligations
of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the
future (and cash dividend equivalents pursuant to Section 7(b)), and the rights of the Grantee will be no greater than that of an unsecured
general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.


 


(b)
From and after the Date of Grant and until the earlier of (i) the time when the Shares underlying the vested Restricted Share Units (if
any) are delivered to the Grantee in accordance with this Agreement, or (ii) the time that the Restricted Share Units are forfeited in
accordance with this Agreement, on each date that the Company pays a cash dividend to holders of its Shares generally, the Company will
credit the Grantee’s account hereunder with the right to receive a cash amount equal to the product of (x) the dollar amount of
the cash dividend paid per Share paid to stockholders on such date multiplied by (y) the total number of unpaid Restricted Share Units
credited to the Grantee’s account under this Agreement as of such date. Subject to and conditioned upon the vesting of the underlying
Restricted Share Units, the aggregate amount of all such dividend equivalents credited to the Grantee’s account hereunder shall
be paid to the Grantee in cash (without interest), at the same time that the Shares underlying the vested Restricted Share Units are
delivered to the Grantee, and the Grantee’s right to receive any such dividend equivalents shall be automatically and correspondingly
forfeited to the extent that the underlying Restricted Share Units are forfeited pursuant to the terms of this Agreement and the Plan.


 


8.
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 delivery of Shares under this Agreement, then the Company or Subsidiary (as applicable) shall retain a number
of Shares otherwise deliverable 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 cash dividend equivalent 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 of Shares under this Agreement.


 


9.
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.


 


10.
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.


 


11.
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.


 




    	3



     


    

 


12.
Adjustments. The number and kind of Restricted Share Units and the Shares deliverable pursuant to this Agreement are subject to
adjustment as provided in Section 15 of the Plan.


 


13.
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 Share Units; provided, however, notwithstanding any other provision of this Agreement,
the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery or vesting thereof would result in
a violation of any such law or listing requirement.


 


14.
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.


 


15.
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.


 


16.
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 Share Units 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.


 


17.
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.


 


18.
Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of
Florida.


 


19.
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]


 




    	4



     


    

 


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:	 
	Signature:	 	 	Name:	 
	 	 	 	Title:	 
	Dated:	 	 	Dated:	 


 




    	5