**Exhibit 10.49****Restricted Stock Grant Agreement****Under The****TeleCommunication Systems, Inc. Fifth Amended and Restated 1997 Stock Incentive Plan**     The Restricted Stock Award Certificate which is attached hereto constitutes a part of thisRestricted Stock Grant Agreement.     1. Terminology. All capitalized words that are not defined in this Agreement have themeanings ascribed to them in the Plan or the Restricted Stock Award Certificate. All of theprovisions of the Plan are expressly incorporated into this Agreement. For purposes of thisAgreement, the terms below have the following meanings:          (a) “***Cause***” has the meaning ascribed to such term or words of similar import in the Employee’swritten employment or service contract with the Company and, in the absence of such agreement ordefinition, means: (i) the willful commission by the Employee of a criminal or other act thatcauses or is likely to cause substantial economic damage to the Company or substantial injury tothe business reputation of the Company; (ii) the commission by the Employee of an act of fraud inthe performance of such Employee’s duties on behalf of the Company; or (iii) the continuing willfulfailure of the Employee to perform the duties of such Employee to the Company (other than suchfailure resulting from the Employee’s incapacity due to physical or mental illness), all asdetermined by the Administrator, which determination will be conclusive. For purposes of thisAgreement, no act, or failure to act, on the Employee’s part shall be considered “willful” unlessdone or omitted to be done by the Employee not in good faith with the reasonable belief that theEmployee’s action or omission was in the best interest of the Company.          (b) “***Change in Control***” means: (i) an acquisition (other than from the Company) in atransaction, or a series of related transactions, by any person, entity or “group,” within themeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “***ExchangeAct***”), (excluding for this purpose, (A) the Company or its subsidiaries, (B) any employee benefitplan of the Company or its subsidiaries which acquires beneficial ownership of voting securities ofthe Company, (C) an underwriter temporarily holding securities pursuant to an offering of suchsecurities, or (D) any corporation owned, directly or indirectly, by the stockholders of theCompany in substantially the same proportions as their ownership of the then outstanding votingsecurities of the Company entitled to vote generally in the election of directors) of beneficialownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more ofeither the then outstanding shares of common stock or the combined voting power of the Company’sthen outstanding voting securities entitled to vote generally in the election of directors (the“***Company Voting Stock***”); (ii) the effective time of any merger, share exchange, consolidation orother reorganization or business combination of the Company if immediately after such transactionpersons who hold a majority of the outstanding voting securities entitled to vote generally in theelection of directors of the surviving entity (or the entity owning 100% of such surviving entity)are not persons who held the Company Voting Stock immediately prior to such transaction; (iii) theclosing of a sale or conveyance of all or substantially all of the assets of the Company;(iv) individuals who were the Board’s nominees for election as directors immediately prior to ameeting of the stockholders of the Company involving an actual or threatened election contestrelating to the election of the directors of the Company, as such terms are used in Rule 14a-11 ofRegulation 14A promulgated under the Exchange Act, cease to constitute a majority of the Boardfollowing the election; or (v) the dissolution or liquidation of the Company; provided,however, that the term “Change in Control” does not include a public offering of capitalstock of the Company that is effected pursuant to a registration statement filed with, and declaredeffective by, the Securities and Exchange Commission under the Securities Act of 1933.
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          (c) “***Company***” includes TeleCommunication Systems, Inc. and its Affiliates, except where thecontext otherwise requires.          (d) “***Restricted Shares***” means Award Shares that are not vested as provided in Section 2 on therelevant date.          (e) “***Total and Permanent Disability***” means the inability to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or which has lasted or can be expected to last for a continuous periodof not less than twelve months. The Administrator may require such proof of Total and PermanentDisability as the Administrator in its sole discretion deems appropriate and the Administrator’sgood faith determination as to whether the Employee is totally and permanently disabled will befinal and binding on all parties concerned.     2. Vesting. The Award Shares vest and become nonforfeitable in accordance with thevesting schedule identified in the Restricted Stock Award Certificate (the “***Vesting Schedule***”) solong as the Employee is in the continuous employ of, or in a service relationship with, the Companyfrom the Grant Date through the applicable date upon which vesting is scheduled to occur. Novesting will accrue to any Award Shares after the Employee ceases to be in either an employment orother service relationship with the Company.     3. Termination of Employment or Service. If the Employee ceases to be employed by, orin a service relationship with, the Company for any reason, all Restricted Shares, after givingeffect to the provisions of Section 2 of this Agreement, will be immediately forfeited to theCompany upon such cessation for no consideration.     4. Restrictions on Transfer.          (a) Restricted Shares may not be assigned, transferred, pledged, hypothecated or disposed ofin any way (whether by operation of law or otherwise) and shall not be subject to execution,attachment or similar process.          (b) The Company, at its discretion, may impose restrictions upon the sale, pledge or othertransfer of the Award Shares (including the placement of appropriate legends on stock certificatesor the imposition of stop-transfer instructions) if, in the judgment of the Company, suchrestrictions are necessary or desirable in order to achieve compliance with the Securities Act, thesecurities laws of any state or any other law.          (c) The Company shall not be required to (i) transfer on its books any Award Shares that havebeen sold or transferred in contravention of this Agreement or (ii) treat as the owner of AwardShares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whomAward Shares have been transferred in contravention of this Agreement.     5. Stock Certificates.          (a) The stock certificates evidencing the Award Shares shall be registered on the Company’sbooks in the name of the Employee as of the Grant Date. Physical possession or custody of suchstock certificates shall be retained by the Company until such time as the shares are vested and,thereafter, the Company shall either deliver to the Employee one or more certificates in the nameof the Employee for that number of vested shares owned by the Employee or provide foruncertificated, book entry issuance of those shares. If requested, the Employee shall deliver tothe Company a stock power, endorsed in blank, with respect to any Restricted Shares. All regularcash dividends on Restricted Shares shall be paid directly to the Employee and shall not be held bythe Company.
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          (b) The stock certificate evidencing the Award Shares shall bear a legend restrictingtransferability of such shares, unless such Award Shares are registered or an exemption fromregistration is available under applicable federal and state law. If required by the authoritiesof any state in connection with the issuance of the Award Shares, the legend or legends required bysuch state authorities shall also be endorsed on all such certificates.     6. Tax Election and Tax Withholding.          (a) The Employee hereby acknowledges that he has been advised by the Company to seekindependent tax advice regarding the availability and advisability of making an election underSection 83(b) of the Internal Revenue Code of 1986, as amended, and that any such election, ifmade, must be made within 30 days of the Grant Date. The Employee is not relying on the Company orany of its officers, directors or employees for tax advice regarding this award. The Employeeexpressly acknowledges that he is solely responsible for filing any such Section 83(b) electionwith the appropriate governmental authorities, irrespective of the fact that such election is alsodelivered to the Company.          (b) The Company or any Affiliate shall have the right to deduct from any compensation or anyother payment of any kind (including withholding the issuance of shares of Common Stock) due theEmployee the amount of any federal, state, local or foreign taxes required by law to be withheld asa result of the grant or vesting of the Award Shares in whole or in part; provided, however, thatthe value of the shares of Common Stock withheld may not exceed the statutory minimum withholdingamount required by law. In lieu of such deduction, the Company may require the Employee to make acash payment to the Company or an Affiliate equal to the amount required to be withheld. If theEmployee does not make such payment when requested, the Company may refuse to issue any CommonStock certificate under this Agreement until arrangements satisfactory to the Administrator forsuch payment have been made.     7. Adjustments for Corporate Transactions and Other Events.          (a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, orstock split or reverse stock split affecting, the Common Stock, the number of Award Shares and thenumber of such Award Shares that constitute Restricted Shares shall, without further action of theBoard, be adjusted to reflect such event, unless, the Board determines, at the time it approvessuch stock dividend, stock split, or reverse stock split, that no such adjustment shall be made.The Administrator may make adjustments, in its discretion, to address the treatment of fractionalshares with respect to the Award Shares as a result of the stock dividend, stock split or reversestock split.          (b) Non-Change in Control Transactions. Except with respect to the transactions setforth in Section 7(a), in the event of any change affecting the Common Stock, the Company or itscapitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger,consolidation or share exchange, other than any such change that is part of a transaction resultingin a Change in Control, the Administrator, in its discretion and without the consent of theEmployee, shall make any adjustments in the Award Shares, including but not limited to reducing thenumber and kind of securities subject to the Award Shares.          (c) Change in Control Transactions. In the event of any transaction resulting in aChange in Control, the Restricted Shares will be forfeited upon the effective time of any suchChange in Control unless provision is made in connection with the transaction in the solediscretion of the parties thereto for the continuation or assumption of the Restricted Shares, orthe substitution of the Restricted Shares with new shares of the surviving or successor entity or aparent thereof.          (d) Adjustments for Unusual Events. The Administrator is authorized to make, in itsdiscretion and without the consent of the Employee, adjustments in the terms and conditions of, andthe criteria included in, the Award Shares in recognition of unusual or nonrecurring eventsaffecting the
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Company, or the financial statements of the Company or any Affiliate, or of changes inapplicable laws, regulations, or accounting principles, whenever the Administrator determines thatsuch adjustments are appropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available pursuant to the Award Shares or the Plan.          (e) Binding Nature of Adjustments. Adjustments under this Section 7 will be made bythe Administrator, whose determination as to what adjustments, if any, will be made and the extentthereof will be final, binding and conclusive. No fractional Award Shares will result from anysuch adjustments.          (f) Binding Nature of Agreement. The terms and conditions of this Agreement shallapply with equal force to any additional and/or substitute securities received by the Employee inexchange for, or by virtue of the Employee’s ownership of, the Award Shares, whether as a result ofany spin-off, stock split-up, stock dividend, stock distribution or other reclassification of theCommon Stock of the Company, except as otherwise determined by the Administrator. If the AwardShares are converted into or exchanged for, or stockholders of the Company receive by reason of anydistribution in total or partial liquidation or pursuant to any merger of the Company oracquisition of its assets, securities of another entity, or other property (including cash), thenthe rights of the Company under this Agreement shall inure to the benefit of the Company’ssuccessor, and this Agreement shall apply to the securities or other property received upon suchconversion, exchange or distribution in the same manner and to the same extent as the Award Shares.     8. Confidential Information. In consideration of the Award Shares granted to theEmployee pursuant to this Agreement, the Employee agrees and covenants that, except as specificallyauthorized by the Company, the Employee will keep confidential any trade secrets or confidential orproprietary information of the Company which are now or which hereafter may become known to theEmployee as a result of the Employee’s employment by or other service relationship with theCompany, and shall not at any time, directly or indirectly, disclose any such information to anyperson, firm, Company or other entity, or use the same in any way other than in connection with thebusiness of the Company, at all times during and after the Employee’s employment or other servicerelationship. The provisions of this Section 8 shall not narrow or otherwise limit the obligationsand responsibilities of the Employee set forth in any agreement of similar import entered intobetween the Employee and the Company.     9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or thisAgreement shall alter the at-will or other employment status or other service relationship of theEmployee, nor be construed as a contract of employment or service relationship between the Companyand the Employee, or as a contractual right of the Employee to continue in the employ of, or in aservice relationship with, the Company for any period of time, or as a limitation of the right ofthe Company to discharge the Employee at any time with or without cause or notice and whether ornot such discharge results in the failure of any Award Shares to vest or any other adverse effecton the Employee’s interests under the Plan.     10. Rights as Stockholder. Except as otherwise provided in this Agreement withrespect to the Restricted Shares, the Employee shall be entitled to all rights of a stockholder ofthe Company, including the right to vote the shares and receive dividends and/or otherdistributions declared on the Award Shares.     11. The Company’s Rights. The existence of the Award Shares shall not affect in anyway the right or power of the Company or its stockholders to make or authorize any or alladjustments, recapitalizations, reorganizations or other changes in the Company’s capital structureor its business, or any merger or consolidation of the Company, or any issue of bonds, debentures,preferred or other stocks with preference ahead of or convertible into, or otherwise affecting theCommon Stock or the rights thereof, or the dissolution or liquidation of the Company, or any saleor transfer of all or any part of the
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Company’s assets or business, or any other corporate act or proceeding, whether of a similarcharacter or otherwise.     12. Employee. Whenever the word “Employee” is used in any provision of this Agreementunder circumstances where the provision should logically be construed, as determined by theAdministrator, to apply to the estate, personal representative, beneficiary to whom the AwardShares may be transferred by will or by the laws of descent and distribution, or another permittedtransferee, if any, the word “Employee” shall be deemed to include such person.     13. Notices. All notices and other communications made or given pursuant to thisAgreement shall be in writing and shall be sufficiently made or given if hand delivered or mailedby certified mail, addressed to the Employee at the address contained in the records of theCompany, or addressed to the Administrator, care of the Company for the attention of its CorporateSecretary at its principal executive office or, if the receiving party consents in advance,transmitted and received via telecopy or via such other electronic transmission mechanism as may beavailable to the parties.     14. Entire Agreement. This Agreement contains the entire agreement between theparties with respect to the Award Shares granted hereunder. Any oral or written agreements,representations, warranties, written inducements, or other communications made prior to theexecution of this Agreement with respect to the Award Shares granted hereunder shall be void andineffective for all purposes.     15. Amendment. This Agreement may be amended from time to time by the Administratorin its discretion; provided, however, that this Agreement may not be modified in amanner that would have a materially adverse effect on the Award Shares as determined in thediscretion of the Administrator, except as provided in the Plan or in a written document signed byeach of the parties hereto.     16. Conformity with Plan. This Agreement is intended to conform in all respects with,and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreementand the Plan shall be resolved in accordance with the terms of the Plan. In the event of anyambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shallgovern. A copy of the Plan is available upon request to the Administrator.     17. Governing Law. The validity, construction and effect of this Agreement, and of anydeterminations or decisions made by the Administrator relating to this Agreement, and the rights ofany and all persons having or claiming to have any interest under this Agreement, shall bedetermined exclusively in accordance with the laws of the State of Maryland, without regard to itsprovisions concerning the applicability of laws of other jurisdictions. Any suit with respecthereto will be brought in the federal or state courts in the districts which include Annapolis,Maryland, and the Employee hereby agrees and submits to the personal jurisdiction and venuethereof.     18. Headings. The headings in this Agreement are for reference purposes only andshall not affect the meaning or interpretation of this Agreement.Enclosure: Prospectus of the TeleCommunication Systems, Inc. Fifth Amended and Restated 1997 Stock Incentive Plan
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**STOCK POWER**     FOR VALUE RECEIVED, the undersigned,                                        , hereby sells, assigns and transfersunto TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), or its successor,                             shares of common stock, par value $0.01 per share, of the Company standing in myname of the books of the Company, represented by Certificate No.                                        , which is attachedhereto, and hereby irrevocably constitutes and appoints                                                                                                     as my attorney to transfer the said stock onthe books of the Company with full power of substitution in the premises.         WITNESS:                                     Dated:             
 

 
**INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS****1.** **An****83(b)****Election is Irrevocable.****2.** **If you choose to make an****83(b)****Election, an****83(b)****Election Form must be filed with theInternal Revenue Service within 30 days of the date the restricted stock is transferred toyou; no exceptions to this rule are made.****3.** **You must provide a copy of the****83(b)****Election Form to the corporate secretary or otherdesignated officer of the Company. This copy should be provided to the Company at the sametime that you file your****83(b)****Election Form with the Internal Revenue Service.****4.** **In addition to making the filing under Item 2 above, you must attach a copy of your 83(b)Election Form to your tax return for the taxable year in which you received the restrictedstock.****5.** **If you make an****83(b)****Election and later forfeit the restricted stock, you will not beentitled to a deduction with respect to the gross income you recognized under the 83(b)Election.****You are urged to consult your personal tax advisor before making an 83(b) Election to discuss theconsequences thereof and consider whether such an election is advisable under the circumstances.**
 

 
**SECTION 83(b) ELECTION FORM*****Election Pursuant to Section 83(b) of the Internal Revenue Code***