Exhibit 10.1


 


NIC INC. 2006 AMENDED AND RESTATED

STOCK OPTION AND INCENTIVE PLAN


 


Restricted Stock Agreement


 


The Company
seeks to provide a means by which the Company, through the grant of the Shares
to the Grantee, may retain the Grantee’s services and motivate the Grantee to
exert his or her best efforts on behalf of the Company and any Affiliate;


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows:


 


1.             Grant of Restricted Stock. NIC Inc.,
a Colorado corporation (the “Company”), hereby grants to                  
(“Grantee”), as of           ,
20     (the “Grant Date”)             
shares of the Company’s no par value Common Stock (the “Shares”), subject to
the restrictions, terms, conditions and other provisions of this Restricted
Stock Agreement (the “Agreement”) and of the NIC Inc. 2006 Amended and Restated
Stock Option and Incentive Plan (the “Plan”), which restrictions, terms,
conditions and other provisions are incorporated herein by this reference. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Agreement.


 


A certificate
for the Shares granted pursuant to this Agreement will be issued to Grantee
following the lapse of all restrictions and the compliance with all terms and
conditions set forth in this Agreement and the Plan (subject to any adjustment
to the number of Shares as provided in Section 3 hereof). Notwithstanding the
foregoing, in the event of separation or termination of the Grantee’s
employment with the Company for any reason, including as a result of the
Grantee’s retirement, death or disability, all unreleased, restricted Shares
shall be forfeited upon such separation or termination.


 


2.             Restrictions.


 


(a)           No Shares shall be released from restrictions
until the anniversary of the Grant Date specified on Exhibit A and
compliance with any other conditions specified on Exhibit A of this
Agreement, subject to earlier release pursuant to the terms of this Agreement
(the “Release Date”).


 


(b)           From the date of this Agreement until the Release
Date, Grantee shall not sell, assign, exchange, transfer, pledge, hypothecate
or otherwise dispose of or encumber any of the Shares.


 


3.             Terms and Conditions.


 


(a)           Adjustments in Event
of Change in Common Stock. If any change is made in the Shares, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not


 





















 


involving the receipt of
consideration by the Company), the number of Shares will be appropriately
adjusted in the class(es) and number of shares and price per share of stock of
those subject Shares in such manner as the Board may deem equitable to prevent
substantial dilution or enlargement of the rights granted to the Grantee;
provided, however, that no such adjustment shall cause the Company to issue a
fractional share. Such adjustments shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a transaction not involving the receipt of consideration by the Company.)


 


(b)           Sale of the Company. In the event of a dissolution, liquidation or
sale of all or substantially all of the assets of the Company, or that the
Company is not the surviving corporation in any merger, consolidation, or
reorganization, then any Shares not otherwise fully vested, shall automatically
accelerate immediately prior to the effective date of the transaction and shall
become vested in full at that time. No such acceleration, however, shall occur
if and to the extent: (i) this Agreement is, in connection with the
transaction, assumed by the successor corporation (or parent thereof), or (ii)
the Shares are replaced with a cash incentive program of the successor
corporation which preserves the Fair Market Value of the Shares at the time of
the transaction and provides for subsequent pay-out in accordance with the
vesting schedule set forth on Exhibit A.


 


(i)            Immediately
following the effective date of the transaction, this Agreement shall terminate
and cease to be outstanding, except to the extent assumed by the successor
corporation (or parent thereof) in connection with the transaction.


 


(ii)           If this Agreement
is assumed in connection with the transaction, then the Board shall
appropriately adjust the number of shares and the kind of shares or securities
covered by this Agreement immediately after such transaction.


 


(iii)          This Agreement
shall not in any way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate, sell or transfer all or any part of its
business or assets.


 


(c)           Rights as a
Shareholder. Subject
to the terms of this Agreement, the Grantee shall have all the rights and
privileges of a shareholder of the Company while the Shares are subject to
stop-transfer instructions, or otherwise held in escrow, including the right to
vote and to receive dividends (if any).


 


(d)           No Rights to
Continued Relationship. The Shares shall not confer upon the Grantee any right with respect to
continuance of employment by the Company or by an Affiliate, nor shall it
interfere in any way with the right of his or her employer to terminate his or
her employment at any time.


 


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The Shares shall not confer upon the Grantee any right with respect to
continuance of a directorship of the Company or of an Affiliate, nor shall it
interfere in any way with the right of the shareholders to remove him or her as
a director at any time.


 


The Shares shall not confer upon the Grantee any right with respect to
continuance of any consulting arrangement with the Company or any Affiliate,
nor shall it interfere in any way with the right of the Company or an
Affiliate, as the case may be, to terminate any such arrangement.


 


(e)           Compliance with
Other Laws and Regulations. This Agreement and the obligation of the Company to sell and deliver
Shares hereunder, shall be subject to all applicable federal and state laws,
rules, and regulations, and to such approvals by any government or regulatory
agency as may be required. The Company shall not be required to issue or
deliver any certificates for Shares prior to the completion of any registration
or qualification of such Shares under any federal or state law, or any rule or
regulation of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable.


 


To the extent applicable, it is intended that this Agreement and the
Plan comply with the provisions of Section 409A of the Code. This Agreement and
the Plan shall be administered in a manner consistent with this intent, and any
provision that would cause this Agreement or the Plan to fail to satisfy
Section 409A of the Code shall have no force or effect until amended to comply
with Section 409A of the Code (which amendment may be retroactive to the extent
permitted by Section 409A of the Code and may be made by the Company without
the consent of the Grantee).


 


(f)            Withholding Taxes. The Grantee agrees to make appropriate
arrangements with the Company or Affiliate, as the case may be, for the
satisfaction of all federal, state and local income and employment tax
withholding requirements applicable to the lapse of restrictions on the Shares.
No certificates representing Shares will be delivered until the Grantee has
made acceptable arrangements for these withholding requirements. Unless denied
by the Committee, the Grantee may elect to pay all minimum required amounts of
tax withholding, or any part thereof, by electing to transfer to the Company,
or have withheld from any shares otherwise eligible to be delivered under this
Agreement, shares of Common Stock having a value equal to the minimum amount
required to be withheld under federal, state or local law or such lesser amount
as may be elected by the Grantee. The value of shares of Common Stock to be
transferred to the Company shall be the fair market value of the shares on the
date that the amount of tax to be withheld is to be determined (the “Tax Date”),
as determined by the Company. Any such elections by the Grantee to have shares
of Common Stock withheld for this purpose will be subject to the following
restrictions:


 


(i)            All elections must
be made prior to the Tax Date;


 


(ii)           All elections shall
be irrevocable; and


 


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(iii)          If the Grantee is
an officer or director of the Company within the meaning of Section 16 of the
Securities Exchange Act of 1934 (“Section 16”), the Grantee must satisfy the
requirements of such Section 16 and any applicable rules thereunder with
respect to the use of Common Stock to satisfy such tax withholding obligation.


 


4.             Investment Representation. The
Company may require that the Grantee furnish to the Company, as a condition of
acquiring stock hereunder, (a) written assurances satisfactory to the Company,
or counsel for the Company, as to the Grantee’s knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company, or counsel for the Company, who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of acquiring the Shares; and (b) written
assurances satisfactory to the Company, or counsel for the Company, stating
that the Grantee is acquiring the stock for the Grantee’s own account and not
with any present intention of selling or otherwise distributing the stock. The
Company may (a) restrict the transferability of the stock and require a legend
to be endorsed on the certificates representing such stock, as appropriate to
reflect resale restrictions, if any, imposed by the Board or as appropriate to
comply with any applicable state or federal securities laws, rules or
regulations; and (b) condition the issuance and delivery of stock upon the
listing, registration or qualification of such stock upon a securities exchange
or quotation system or under applicable securities laws. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (a) the issuance of stock has been registered under a then
currently effective registration statement under the Securities Act, or (b) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.


 


5.             Grantee Bound by the Plan. The Grantee
agrees to be bound by all the terms and provisions of the Plan. To the extent
that the terms of this Agreement are inconsistent with the terms of the Plan,
the terms of the Plan shall govern. The captions used in this Agreement, and
the Plan are inserted for convenience and shall not be deemed a part of the
Agreement for construction or interpretation.


 


6.             Governing Law. This
Agreement and the Plan shall be construed in accordance with the laws of the
State of Colorado, without regard to the conflict of laws principles.


 


7.             Notices. Any
notice to the Company or the Board that is required to be made under the terms
of the Agreement or under the terms of the Plan shall be addressed to the
Company in care of its president at 12 Corporate Woods, 10975 Benson Street,
Suite 390, Overland Park, Kansas 66210. Any notice that is required to be made
to the Grantee under the terms of the Agreement or under the terms of the Plan
shall be addressed to him or her at the address indicated below:


 


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unless the
Grantee notifies the Company of his or her address change in writing as
provided in this Section 7 in which case the notice shall be addressed to the
Grantee at his or her new address. A notice under this Section 7 shall be
deemed to have been given or delivered upon personal delivery or upon deposit
in the United States mail, by registered or certified mail, postage prepaid and
properly addressed as provided in this Section 7.


 


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