Exhibit 10.1


SED INTERNATIONAL HOLDINGS, INC.


2007 Restricted Stock
Plan


	
 

	
 


	
1.

	
PURPOSE.


	
 

	
 


	
          The
  2007 Restricted Stock Plan (the “Plan”) is intended to promote the interests
  of SED INTERNATIONAL HOLDINGS, INC. (the
  “Company”) by providing employees of the Company and its Affiliates
  with appropriate incentives and rewards to encourage them to enter into and continue in the employ of the Company and its
  Affiliates by acquiring a proprietary interest in the long-term
  success of the Company; and to reward the performance of individual officers,
  other key employees, consultants and directors in fulfilling their
  responsibilities for long-range achievements.


	
 


	
2.

	
DEFINITIONS.


	
 

	
 


	
          As used in the Plan, the following definitions apply
  to the terms indicated below:


	
 


	
          (a)          “Affiliate”
  shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the
  Exchange Act.


	
 

	
 


	
          (b)          “Agreement”
  shall mean the written agreement between the Company and a Participant
  evidencing an Award.


	
 

	
 


	
          (c)          “Award” shall mean any
Restricted
  Stock Award granted under the Plan.


	
 


	
          (d)          “Beneficial
  Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.


	
 

	
 


	
          (e)          “Board” shall
  mean the Board of Directors of the Company.


	
 


	
          (f)           “Cause” shall
  mean (1) the willful and continued failure by the Participant substantially to
  perform his or her duties and obligations to the Company (other than any such failure
  resulting from his or her incapacity due to physical or mental illness); (2)
  the willful engaging by
  the Participant in misconduct which is materially injurious to the Company;
  (3) the commission by the Participant of a
  felony; or (4) the commission by the Participant of a crime against the Company which is materially
  injurious to the Company. Determination of Cause shall be made by the Board or the Committee, as
  the case may be, in its sole discretion.


	
 

	
 


	
          (g)          “Change in
  Control” shall mean the occurrence of any one of the following events:


	
 

	
 


	
          (i)          
  any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of
  the Company (not including in the securities beneficially owned by such
  Person any securities acquired directly from the Company or its Affiliates)
  representing 50% or more of the combined
  voting power of the Company’s then outstanding voting securities;


	
 


	
          (ii)          the
  following individuals cease for any reason to constitute a majority of the number of
  directors then serving: individuals who, on the Effective Date, constitute
  the Board and any new director (other than a director whose initial
  assumption of office is in connection with an actual or threatened election contest,
  including but not limited to a consent solicitation, relating to the
  election of directors of the Company) whose appointment or election by the
  Board or
  nomination for election by the Company’s stockholders was approved or
  recommended by a





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vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the Effective Date or whose appointment, election or
nomination
for election was previously so approved or
recommended;


          (iii)          there
is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any
other
corporation, other than (A) a merger or consolidation
which results in the directors of the Company immediately prior to such merger
or consolidation continuing to constitute at least a majority of the Board, the
surviving entity or any parent
thereof or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or
similar transaction) in which no Person, directly or indirectly, acquired 50%
or more of the combined voting power of the Company’s then outstanding
securities (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company
or its Affiliates); or


          (iv)          the
stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or substantially all of the Company’s
assets (or any transaction having a similar effect), other than a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by stockholders of the Company in
substantially the same
proportions as their ownership of the Company
immediately prior to such sale.


          (h)          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated
thereunder.


          (i)          “Committee”
shall mean the committee established by the Board to administer the Plan the composition of which shall satisfy the
provisions of Rule 16b-3 and Section 162(m) of
the Code.


          (j)          “Company”
shall mean SED INTERNATIONAL HOLDINGS, INC., a corporation organized under the laws of the State
of Georgia, or any successor corporation.


          (k)          “Director”
shall mean a member of the Board.


          (I)          “Disability”
shall mean: (1) any physical or mental condition that would qualify a Participant for a disability benefit
under the long-term disability plan maintained by the Company and applicable to him or her; or (2)
such other condition as may be determined in the sole discretion of the Board or the Committee, as the case
may
be, to constitute Disability.


          (m)          “Effective
Date” shall mean the date on which the Plan is approved by the Board.


          (n)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


          (o)          The
“Fair Market Value” of a share of Stock as of a particular date shall mean the per share closing price on
the grant date of the Award or,
if the Stock did not trade on any such date,
then the average of the per share closing Bid and Ask prices on the grant date
of the Award; provided, however, if
the Stock is principally traded on a nationally recognized Stock Exchange
or Stock Market, then the fair market value per share of Stock shall be
determined in accordance with the applicable rules and regulations of any such
Exchange or Market.


          (p)          “Issue
Date” shall mean the date established by the Board or the Committee, as the case may be, on which certificates
representing Restricted Stock shall be issued by the Company pursuant to the terms of Section
7(e).


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          (q)          “Participant”
shall mean (1) a director, employee or consultant of the Company or any of its Affiliates to whom an Award is
granted pursuant
to the Plan and (2) upon the death of an
individual described in (1), his or her successors, heirs, executors and
administrators, as the case may be.


          (r)          “Performance
Goals” shall mean performance goals determined by the Board or the Committee, as the case may be, in
its discretion, which goals may be based on one or more of the following criteria: (i) pre-tax
income or after-tax income, (ii) operating profit, (iii) return on equity, assets, capital or investment,
(iv) earnings or book value per share, (v) sales or revenues, (vi) operating expenses,
(vii) Stock price appreciation and (viii) implementation or completion of
critical projects or processes.


          (s)          “Person”
shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities or (4) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially
the same proportions as their ownership of shares of Stock of the Company.


          (t)          “Plan”
shall mean the 2007 Restricted Stock Plan, as amended from time to time.


          (u)          “Restricted
Stock” shall mean a share of Stock which is granted pursuant to the terms of Section 7.


          (v)          “Rule
16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act, as amended from time to time.


          (w)          “Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


          (x)          “Stock”
shall mean shares of the common stock, par value $.01 per share, of the Company.


          (y)          “Vesting
Date” shall mean the date established by the Board or the Committee, as the case may be, on which Restricted
Stock may vest.


3.        STOCK
SUBJECT TO THE PLAN.


          The
maximum number of shares of Stock reserved for the grant or settlement of
Awards under
the Plan shall be 750,000 shares, subject to adjustment as provided herein. Determinations made in respect of
the
limitation set forth in the preceding sentence shall be made in a manner consistent with Section 162(m) of
the Code.
Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or may be
reacquired by the Company in the open market, in private transactions or
otherwise. If any shares subject to an
Award are forfeited, cancelled, exchanged or surrendered or if an Award
otherwise terminates or expires
without a distribution of unrestricted shares to the holder of such Award, the shares of Stock with respect to such Award
shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be
available for Awards under the Plan.


          In
the event that the Board or the Committee, as the case may be, shall determine
that any dividend or other
distribution (whether in the form of cash, Stock, or other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off,


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combination, repurchase, or share
exchange, or other similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the rights of holders of
Awards under the Plan, then the Board or the Committee, as the case may be, shall make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of
(i) the number and kind of shares of Stock or other property (including cash) that may
thereafter be issued in connection with Awards, (ii) the number and kind of shares of Stock or
other property (including cash) issued or issuable in respect of outstanding Awards, (iii)
the purchase price of an Award, (iv) the Performance Goals and (v) the individual limitations
applicable to Awards.


4.        ADMINISTRATION
OF THE PLAN.


          The
Plan shall be administered by the Board or the Committee. The Board or the Committee, as the case may be, shall have
the authority in
its sole discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to exercise
all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Awards; to determine the Persons to whom and the
time or times at which Awards shall be granted;
to determine the number of shares of Stock to which an Award may relate and the
terms, conditions, restrictions and Performance Goals relating to any Award; to
determine whether, to what extent,
and under what circumstances an Award may be settled, canceled, forfeited, exchanged, or surrendered; to make
adjustments in the Performance Goals in recognition of unusual or non-recurring events affecting the Company or
the financial statements of the Company (to the extent not inconsistent
with Section 162(m) of the Code, if applicable),
or in response to changes in applicable laws, regulations, or accounting
principles; to construe and interpret the Plan and any Award; to prescribe,
amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of Agreements; and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.


          The
Board or the Committee, as the case may be, may, in its absolute discretion,
without amendment
to the Plan, (a) accelerate the Vesting Date or waive any condition imposed
hereunder with respect to any Restricted Stock and (b) otherwise adjust any of
the terms applicable to any
Award; provided, however, in each case, that in the event of the occurrence of a Change in Control, the provisions of Section 8
shall govern the vesting schedule of any Award granted hereunder.


          No
member of the Board shall be liable for any action, omission or determination
relating to the Plan, and the
Company shall indemnify (to the extent permitted under Georgia law) and hold
harmless each member of Board and each other director or employee of the
Company to whom any duty or power relating
to the administration or interpretation of the Plan has been delegated against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Board or the Committee, as the case may be) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action, omission or determination was
taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the
best interests of the Company.


5.       ELIGIBILITY.


          Restricted Stock Awards may be granted
to officers, independent contractors, key employees and non-employee directors of the Company or
of any of its Affiliates.


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6.       AWARDS UNDER THE PLAN;
AGREEMENT.


          The
Board or the Committee, as the case may be, may grant Restricted Stock Awards
in such amounts and with such terms and
conditions as the Board or the Committee, as the case may be, shall
determine, subject to the provisions of the Plan.


          Each
Award granted under the Plan shall be evidenced by an Agreement which shall
contain such provisions as the Board or the Committee, as the case may be, may
in its sole discretion deem necessary or desirable. By accepting an Award, a
Participant thereby agrees that the Award shall be subject to all of the terms and
provisions of the Plan and the applicable Agreement.


7.       RESTRICTED
STOCK.


          (a)          Issue Date and Vesting Date. At the time
of the grant of Restricted Stock, the Board or the Committee, as the case may
be, shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
respect to such shares of Restricted Stock. The Board or the Committee, as the case may be, may
divide such shares of Restricted Stock into classes and assign a different Issue Date
and/or Vesting Date for each class. If the grantee is employed by the Company on an Issue Date (which
may be the date of grant), the specified number of shares of Restricted Stock
shall be issued in accordance with the provisions of Section 7(e). Provided that all conditions to the
vesting of Restricted
Stock imposed pursuant to Section 7(b) are
satisfied, and except as provided in Section 7(g), upon the occurrence of the
Vesting Date with respect to Restricted Stock, such Restricted Stock
shall vest and the restrictions of Section 7(c)
shall lapse.


          (b)          Conditions to Vesting. At the time of
the grant of Restricted Stock, the Board or the
Committee, as the case may be, may impose such restrictions or conditions to
the vesting of such Restricted Stock as it,
in its absolute discretion, deems appropriate, including the attainment
of Performance Goals.


          (c)          Restrictions on Transfer Prior to
Vesting. Prior to the vesting of any Restricted Stock, no transfer of a Participant’s rights with respect
to such Restricted Stock, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such Restricted
Stock, and all of the rights related thereto, shall be forfeited by the Participant.


          (d)          Dividends on Restricted Stock. The Board
or the Committee, as the case may be, in its discretion may require that any dividends or
distributions paid on Restricted Stock be held
in escrow until all restrictions on such Restricted Stock has lapsed.


          (e)          Issuance of Certificates.


          (1)          Reasonably
promptly after the Issue Date with respect to Restricted Stock, the Company shall cause to be issued a
certificate, registered in the name of the Participant to whom such shares of Restricted Stock
were granted, evidencing such shares of Restricted Stock; provided that the Company shall
not cause such a certificate to be issued unless it has received a power of
attorney duly endorsed in blank with respect to such shares of Restricted Stock. Each such certificate shall
bear
the following legend and any such other legend as may be determined by the Board or the
Committee, as the case may be, in its sole discretion:


	
 

	
 

	
 


	
 

	
The transferability of this certificate and
the Stock represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions
and restrictions against transfer) contained in the 2007

	
 





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Restricted Stock Plan and an Agreement
entered into between the registered owner of such Stock and the
Company. A copy of the 2007 Restricted Stock Plan and Agreement is on file with the Secretary of the Company.

	
 





          Such
legend shall not be removed until such Stock vests pursuant to the terms
hereof.


          (2)          Each
certificate issued pursuant to this Section 7(e), together with the powers relating to the Restricted Stock
evidenced by such certificate, shall be held by the Company unless the Board or
the Committee, as the case may be, determines otherwise.


          (f)          Consequences of Vesting. Upon the
vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Section 7(c) shall
lapse with respect to such Restricted Stock. Reasonably promptly after any Restricted Stock
vests, the Company shall cause to be delivered to the Participant to whom such shares of
Restricted Stock were granted a certificate evidencing
such Stock, free of the legend set forth in Section 7(e).


          (g)          Effect of Termination of Employment.


          (1)          Unless the applicable Agreement provides
otherwise, in the event that the employment, directorship or consultancy (together, hereinafter
referred to as “employment”) of a Participant
with the Company shall be terminated for any reason other than (i) by the
Company for Cause or (ii) voluntarily by the
Participant, any and all Stock to which restrictions on transferability apply shall become immediately
vested and free of all restrictions.


          (2)          In the event that the employment of a
Participant with the Company shall be terminated (i) by the Company for Cause or (ii)
voluntarily by the Participant, all shares of Restricted Stock granted to such Participant which are not
vested as of the date of such termination shall immediately be returned to the Company,
together with any dividends or distributions
paid on such shares of Stock.


8.       CHANGE IN CONTROL.


          Notwithstanding
anything in this Plan to the contrary, upon the occurrence of a Change in Control, the restrictions and forfeiture
conditions
applicable to any Award granted under the Plan
shall lapse and such Award shall be deemed fully vested.


          Upon
dissolution or liquidation of the Company, all Awards granted under this Plan
shall terminate.


9.       NO
SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO AWARD.


          Nothing
contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation
of employment by the Company or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate
such employment or to increase or decrease the compensation
of the Participant.


          No
Person shall have any claim or right to receive an Award hereunder. The
granting of an Award to a Participant at
any time shall neither require the grant of any other Award to such Participant or other Person at any time or preclude
the Board or the Committee, as the case may be, from making subsequent grants to such Participant or any other
Person.


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10.       SECURITIES
MATTERS.


           (a)          The Company shall be under no obligation
to effect the registration pursuant to the Securities Act of any interests in the Plan or any
Stock to be issued hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing Stock pursuant to the Plan unless and until the Company
is advised by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and the
requirements of any securities exchange on which shares of Stock are traded. The Board or the
Committee, as the case may be, may require, as a condition of the issuance and delivery of certificates
evidencing shares of Stock pursuant to the terms
hereof, that the recipient of such shares of Stock make such agreements and representations, and that such certificates bear
such legends, as the Board or the Committee, as the case may be, in its sole discretion, deems necessary or
desirable.


          (b)          The issuance of any shares of Stock
hereunder shall be effective only at such time as counsel to the Company shall have determined that
the issuance and delivery of such shares of Stock is in compliance with all applicable
laws, regulations of governmental authority, the requirements of any securities exchange on which
shares of Stock are traded. The Board or the Committee, as the case may be, may, in its sole
discretion, defer the effectiveness of any issuance of Stock hereunder in order to allow the
issuance of such Stock to be made pursuant to registration or an exemption from registration or
other methods for compliance available under federal or state securities laws. The Board or the
Committee, as the case may be, shall inform the Participant in writing of its decision to
defer the effectiveness of a issuance.


11.      WITHHOLDING
TAXES.


           Whenever
shares of Stock are to be delivered free of the restrictions imposed pursuant to Section 7(b), the Company shall have
the right to require the Participant to remit to the Company in cash an amount sufficient
to satisfy any federal, state and local withholding tax requirements related thereto. With the
approval of the Board or the Committee, as the case may be, a Participant may satisfy the
foregoing requirement by electing to have the Company withhold from delivery shares of Stock
having a value equal to the amount of tax to be withheld; provided, however, that the number of
shares so withheld shall not have an aggregate Fair Market Value in excess of the minimum
federal and state withholding obligation. Such shares of Stock shall be valued at their Fair Market Value on
the date
of which the amount of tax to be withheld is
determined. Fractional shares of Stock amounts shall be settled in cash. Such a
withholding election may be made with
respect to all or any portion of the Stock to be delivered pursuant to an Award.


12.        NOTIFICATION OF ELECTION UNDER SECTION 83(B) OF THE CODE.


             If
any Participant shall, in connection with the grant of an Award under the Plan,
make the
election permitted under Section 83(b) of the Code (i.e., an election to
include in gross income in the year of issuance the amounts specified in Section 83(b)),
such Participant shall notify the Company of such election within 10 days of filing notice of
the election with the Internal Revenue Service, in addition to any filing and a notification
required pursuant to regulation
issued under the authority of Section 83(b) of the Code.


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13.       AMENDMENT
OR TERMINATION OF THE PLAN.


            The
Board may, at any time, suspend or terminate the Plan or revise or amend it in
any respect whatsoever; provided, however,
that stockholder approval shall be required if and to the extent the
Board determines that such approval is appropriate for purposes of satisfying
Section 162(m) of the Code or is otherwise required by law or applicable stock
exchange requirements. Awards may be granted under the Plan prior to the
receipt of such approval but each such grant shall
be subject in its entirety to such approval and no Award may be vested or
otherwise satisfied prior to the
receipt of such approval.


            Nothing
herein shall restrict the Board’s or the Committee’s, as the case may be,
ability to exercise its
discretionary authority pursuant to Section 4, which discretion may be
exercised without amendment to the Plan. No
action hereunder may, without the consent of a Participant, reduce the
Participant’s rights under any outstanding Award.


14.       TRANSFERS
UPON DEATH; NONASSIGNABILITY.


            Upon
the death of a Participant, shares of Stock to be issued in respect of
outstanding Awards shall be issued only to
the executor or administrator of the Participant’s estate or to a Person who shall have acquired the right to such
Award by will or by the laws of descent and distribution. No transfer of
an Award by will or the laws of descent and distribution shall be effective to bind the Company unless the Board or
the Committee, as the case may be, shall have been furnished with (a) written notice thereof and with a copy of
the will and/or such evidence as the Board or the Committee, as the case may
be, may deem necessary to establish the
validity of the transfer and (b) an agreement by the transferee to comply with
all the terms and conditions of the
Award that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the
Participant in connection with the grant of the Award.


15.       EXPENSES
AND RECEIPTS.


            The
expenses of the Plan shall be paid by the Company. Any proceeds received by the
Company
in connection with any Award will be used for general corporate purposes.


16.       FAILURE
TO COMPLY.


            In
addition to the remedies of the Company elsewhere provided for herein, failure
by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Agreement, unless such failure is remedied by
such Participant (or beneficiary) within 10
days after notice of such failure by the Board or the Committee, as the case
may be, shall be grounds for the
cancellation and forfeiture of such Award, in whole or in part, as the Board or
the Committee, as the case may be, in its absolute discretion, may determine.



17.       EFFECTIVE
DATE AND TERM OF PLAN.


            The
Plan became effective on the Effective Date and, unless earlier terminated by
the Board,
the right to grant Awards under the Plan will terminate on the tenth
anniversary of the Effective Date. Awards outstanding at Plan termination will
remain in effect according to their terms and the provisions of the Plan.


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18.       APPLICABLE
LAW.


            Except
to the extent preempted by any applicable federal law, the Plan will be
construed and administered in accordance with the laws of the State of Georgia,
without reference to its principles of conflicts of law.


19.       PARTICIPANT
RIGHTS.


            No
Participant shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniformity of treatment for Participants. Except as
provided specifically herein, a Participant or a transferee of an Award shall have no rights
as a stockholder with respect to any shares of Stock covered by any Award until the date of the
issuance of a certificate or certificates to him or her for such shares of Stock.
Except as otherwise expressly provided
in Section 3, no adjustment to any Award shall be made for dividends or other
rights prior to the date such certificate is issued.


20.       BENEFICIARY.


            A
Participant may file with the Board or the Committee, as the case may be, a
written designation of a
beneficiary on such form as may be prescribed by the Board or the Committee, as the case may be, and may, from time to time,
amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate
shall be deemed to be the grantee’s beneficiary.


21.       INTERPRETATION.


            The
Plan is designed and intended to comply with Rule 16b-3 and, to the extent applicable, with Section 162(m) of the
Code, and all provisions hereof shall be construed in a manner to so comply.


22.       SEVERABILITY.


            If
any provision of the Plan is held to be invalid or unenforceable, the other
provisions of the Plan shall not be affected but
shall be applied as if the invalid or unenforceable provision had not been
included in the Plan.


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