Exhibit 10.2


SED INTERNATIONAL HOLDINGS, INC.


RESTRICTED STOCK GRANT AGREEMENT


October 23, 2007 

(“Grant Date”)


[Name and address]


Dear
[                         ]:


          SED
International Holdings, Inc. (the “Company”) hereby awards to you under its 2007
Restricted Stock Plan (the “Plan”) __________shares of its Common Stock, $0.01
par value per share (the “Shares”) pursuant to the terms and
conditions of this Agreement. The Company represents that the Shares are fully
paid and non-assessable. The Shares are subject to the vesting provisions set forth herein and certain other restrictions as
provided for herein. Capitalized
terms used herein and not defined herein shall have the meaning ascribed
thereto in the Plan. 


          You are
entitled to all the rights and privileges of a holder of the Shares (including
the right to receive and retain all cash
dividends declared thereon). As used herein the term “Shares” shall mean and include, in addition
to the above referenced
number of shares, any new shares or other securities
convertible into shares resulting from any merger or reorganization of the Company, or the recapitalization,
reclassification or split of the Shares, or any stock dividend paid on the
Shares.


          By accepting
the Shares you agree as follows:


	
 

	
 

	
 

	
 


	
 

	
1.

	
The Shares
shall vest as follows on the following dates (each, a “Vesting Date”): 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
one-third of the Shares shall
 vest on October 23, 2009;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
one-third
 of the Shares shall vest on October 23, 2010; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
one-third
 of the Shares shall vest on October 23, 2011.





          2.
     No Shares shall be sold, conveyed, transferred, pledged,
encumbered or otherwise disposed of (any such disposition being herein called a
“Transfer”) prior to the date on
which such Shares shall have vested as provided in Section 1 above, except that
this Transfer restriction shall lapse, and
full vesting shall be accelerated with respect to all non-vested
Shares that have not been previously transferred to the Company upon: (i) your
death; (ii) your Disability; (iii) the
termination of your employment by the Company other than for Cause, or (iv) your termination of your
employment upon a Change in Control Event. 






          3.     If at any time subsequent to the Grant Date you cease to be an employee
of the Company for reasons other than as set
forth in Section 2 above, then the balance of the unvested Shares then being held in escrow shall be
immediately forfeited
to the Company (an “Event of Forfeiture”). Immediately upon an Event of
Forfeiture, such Shares shall be deemed to
have been transferred to the Company and you shall have no further rights or
privileges as a holder of the Shares
so transferred.



          4.     
You represent and agree that you will only sell, transfer, pledge or
hypothecate any of the Shares pursuant to an effective registration statement
under the Securities Act of 1933,
as amended (the “Securities Act”), or in a transaction wherein registration
under the Securities Act is not required. 


          5.     You represent and agree that you are taking the Shares for investment
and not for resale or distribution. All certificates for Shares
shall be endorsed as follows:


	
 

	
 

	
 

	
 


	
 

	
        “The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended.
The shares have been acquired for investment purposes and
must be held unless they are subsequently registered under the Securities Act
of 1933, as amended, or, in the opinion of counsel to for the Company, an exemption from registration under
said Act is available.”; and

	
 


	
 

	
 

	
 

	
 


	
 

	
        “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 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.”

	
 






          6.     You
will be required to satisfy any potential federal, state, local or other tax withholding liability. Such liability
must be satisfied at the time the
Shares become “substantially vested” (as defined in the
regulations issued under Section 83 of the Internal Revenue Code), which would likely be when the restrictions on the
Shares lapse. At such time you will be required to report the total
value of the Shares as of the date the Shares become substantially vested as ordinary income. This could result in a
significant income tax burden to you if the Shares greatly appreciate in value
from the date of this Agreement through such time as the Shares become substantially vested. THE FOREGOING
IS NOT INTENDED TO CONSTITUTE TAX
ADVICE NOR IS IT NECESSARILY COMPREHENSIVE IN LIGHT OF YOUR PERSONAL TAX SITUATION. ACCORDINGLY, YOU
SHOULD CONSULT YOUR TAX ADVISOR
GENERALLY WITH RESPECT TO THE TAX IMPLICATIONS OF THIS AWARD. 


          Unless we
approve other arrangements, you must deliver to us either a check or money order
in the amount of the required withholding amount on each Vesting Date. In the
event of a shortfall, we will withhold the remaining required
withholding amount from any compensation which
becomes due and payable to you.


2







          7.     In order to
facilitate compliance with the transactions described herein, until the Shares
vest, certificates representing the shares will be held in escrow by the
Company (the “Escrowee”). If and when Shares vest they will be
released to you, as soon as is reasonably practicable, subject to your payment
of applicable withholding taxes. The Escrowee will hold the Shares pursuant to the terms and
conditions of this Restricted Stock Grant Agreement, together with stock powers in the form annexed hereto duly endorsed by
you, in blank, with your signature
guaranteed thereon by a commercial bank, and shall dispose of them in accordance with all of the terms hereof. The
deposit of the Shares into escrow shall not affect your rights as the record holder of the Shares.
The Escrowee shall be under no duty except to receive the Shares and dispose of them in accordance with the terms
hereof. The Company may redesignate
an Escrowee at any time on notice to you. 


          8.     This Agreement
shall be binding upon and inure to the benefit of you and the Company and
your and its respective successors and legal representatives.


          9.     Nothing
contained in this Agreement shall confer upon you the right to continue in the
employment of the Company or affect any right which the Company may have to
terminate your employment.


	
 

	
 

	
 


	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
SED International
 Holdings, Inc.


	
 

	
 


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Lyle Dickler, Vice
 President of Finance 





Acceptance:


	
 

	
 


	
I hereby accept the Shares and agree
 to all of the terms and conditions described herein.

	
 


	
 

	
 


	
 

	
 


	


	
 


	
[Name of Employee]

	
 





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