ABACUS LIFE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)

Exhibit 10.8

ABACUS LIFE, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (this “Agreement”), dated as of [    ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [    ] (the “Grantee” or “you” or “your”).

WHEREAS, Grantee is employed by the Company or an Affiliate;

WHEREAS, as a matter of separate inducement and agreement in connection with Xxxxxxx’s employment, and not in lieu of any salary or other compensation for Xxxxxxx’s services, the Company desires to enter into this Agreement with Grantee; and

WHEREAS, the Company desires to grant to Grantee, subject to the restrictions set forth herein and the Company’s 2023 Long-Term Equity Compensation Incentive Plan (the “Plan”), Restricted Stock Units (the “RSUs”), as set forth below.

NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

X. XXXXX OF RSUs

As of the Date of Grant, the Company hereby grants to you the following RSUs, on the terms and conditions set forth in this Agreement:

Number of Restricted Stock Units:		RSUs
Value Per Restricted Stock Unit:		One Share of Stock shall be delivered for
		each vested RSU

II. TERMS AND CONDITIONS OF AWARD

The grant of the RSUs provided in Article I shall be subject to the following terms, conditions and restrictions:

(a) Plan. This Award is issued under the Plan and is subject to the terms and conditions set forth in the Plan. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Any capitalized term used in this Agreement that is not defined herein shall have the meaning set forth in the Plan. By accepting this Award, Xxxxxxx acknowledges receiving a copy of the Plan.

(b) Award of RSUs [and Dividend Equivalents]. The RSUs issued pursuant to this Agreement shall become vested as provided below. The Company shall deliver to Grantee one share of Common Stock [or cash] for each vested RSU on the date such RSU becomes vested. Grantee will have no right to the distribution of any Shares [or payment of any cash] until the time (if ever) the RSUs have vested.

While Xxxxxxx’s RSUs are outstanding and still subject to forfeiture, the Company will accrue Dividend Equivalents on behalf of Grantee. The Dividend Equivalents paid with respect to each RSU will be equal to the sum of the cash dividends declared and paid by the Company with respect to each share of Common Stock while Grantee’s RSUs are outstanding. No interest will accrue on the Dividend Equivalents. The RSUs [and Dividend Equivalents] will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

(c) Vesting Schedule. [[Ten percent (10%)] of the RSUs shall become vested eighteen (18) months after the Date of Grant, and [ninety percent (90%)] shall become vested thirty-six (36) after the Date of Grant, provided that Grantee has been in continuous employment with the Company between the Date of Grant and the applicable vesting date.] [Except as provided below,] in the event of the termination of Grantee’s service as an employee of the Company for any reason, Grantee shall, for no consideration, forfeit the unvested portion of the RSUs to the Company. [Notwithstanding the foregoing, all or part of the RSUs shall become vested as provided below:]

(i) [Ten percent (10%) of the RSUs shall become vested upon the [termination of Grantee by the Company without cause] [or resignation by Grantee for good reason] within [eighteen (18) months] after the Date of Grant.] [The terms “cause” and “good reason” are defined in the Grantee’s Employment Agreement with the Company.]¹

(ii) [[insert percentage ([insert number]%) of the RSUs shall become vested upon the [death] [or Disability] of Grantee.]

The Plan contains additional terms that apply upon the consummation of a Corporate Change that depend on whether this Award is assumed or not in the transaction.

[Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent relates.]

(d) Payment of RSUs [and Dividend Equivalents]. RSUs [and Dividend Equivalents] will be paid in Shares [or cash] at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than 60 days after the RSU’s vesting date. If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date. [If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.]

III. MISCELLANEOUS

(a) No Rights as Shareholder. Grantee shall have no rights as a shareholder with respect to the Shares until the effective date of issuance of such Shares following vesting of the RSUs[, and no adjustment will be made for dividends or other rights for which the record date is prior to the date of exercise]. [Grantee shall not receive dividends or their equivalents with respect to any of the RSUs, and has no right to receive such amounts.]

1 [NTD: Alternatively, add definitions or delete entire provision if no accelerated vesting on termination without cause/resignation for good reason.]

(b) Status of Shares. The Company has registered the issuance of the Shares, to the extent such Common Stock is delivered upon vesting of an RSU, under the Securities Act of 1933, as amended (the “Act”) and intends to keep such registration effective throughout the period that this Award remains in effect. In the absence of such effective registration or an available exemption from registration under the Act, no sale or disposition of shares of Common Stock acquired under this Award shall be made unless an opinion of counsel or other evidence satisfactory to the Company that such sale or disposition will not constitute a violation of the registration provisions of the Act or any other applicable securities laws is first obtained. The certificates representing shares of Common Stock acquired under this Award may bear such legend as the Company deems appropriate, referring to the provisions of this paragraph.

(c) Restrictions on Transfer. Subject to and except as otherwise provided in the Plan, this Award is not transferrable by you other than by will or the laws of descent and distribution.

(d) No Guarantee of Tax Treatment. Notwithstanding anything herein to the contrary, a Participant shall be solely responsible for the taxes imposed on such Participant relating to the grant or vesting of, or payment pursuant to, any Award, and none of the Company, any Affiliate, the Board or the Committee (or any of their respective members, officers or employees) guarantees any particular tax treatment with respect to any Award.

(e) Withholding. The Company or any Affiliate shall be entitled to deduct from any other compensation payable to Grantee any sums required by federal, state, local or foreign tax law to be withheld with respect to an Award including the vesting or exercise of an Award. Alternatively, the Company or any Affiliate may require Grantee (or other person validly exercising the Award on behalf of Grantee) to pay such sums for taxes directly to the Company or Affiliate in cash or by check upon the vesting or exercise.

(f) Not a Contract of Employment. Nothing in the Plan or this Award confers upon Grantee 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 its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Grantee 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 Grantee.

(g) No Fractional Shares. No fractional Shares shall be delivered by the Company to any Participant, nor shall any cash in lieu of fractional Shares be paid by the Company to any Participant.

(h) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and to you and your beneficiaries, executors, administrators, heirs and successors.

(i) Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(j) Amendment. Xxxxxxx further acknowledges and agrees that this Agreement may not be modified, amended or revised except as provided in the Plan.

(k) Entire Agreement and Clawback/Recovery. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto. This Agreement and the Award granted hereunder are subject to recoupment in accordance with any clawback policy that the Company is specifically required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise specifically required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in this Agreement or on the Award as the Committee determines necessary or appropriate including, but not limited to, a reacquisition right in respect of previously acquired shares of stock or other cash or property upon the occurrence of Grantee’s termination of employment for cause. As of the Date of Grant, the Company’s clawback policy provides, to the extent permitted by law, that the Company will seek to recoup any incentive-based compensation, including Awards under the Plan, paid to any current or former executive officer if: (a) the amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement, (b) the Board determines that such executive officer engaged in misconduct that resulted in the obligation to restate, and (c) a lower payment would have been made to the executive officer based upon the restated financial results.

(l) Governing Law. The provisions of this Agreement shall be governed by, and construed solely in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof or the application of any law of any other jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the [    ] day of [    ].

Company:						Grantee:
Abacus Life, Inc.						[    ]
By:
		Signature						Signature
Title:						Date:
Date:

Attachment I: 2023 Long-Term Equity Compensation Incentive Plan

Attachment I

2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN

(attached)

6