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    EXHIBIT
      10.1

    


     

    
      DATAWATCH
        CORPORATION

       

      Restricted
        Stock Unit Agreement for Directors

      


      Datawatch
        Corporation, a Delaware
        corporation (the “Company”), hereby grants as of the award date below (“Award
        Date”) to the director named below (the “Participant”), and the Participant
        hereby accepts, an award (“Award”) of Restricted Stock Units (“RSU”) that will
        vest as described in the Vesting Schedule below, such Award to be subject
        to the
        terms and conditions specified in the attached Exhibit A.

       

      
 

      
        	
                Participant
                  Name:

                


                Award
                  Date:

                


                Number
                  of RSUs:

                


                Vesting
                  Schedule:

                


                Vesting
                  Date 

              	
                _____________________________________

                 

                
                  _____________________________________

                   

                

                _____________________________________

                 

                 

                Number
                  of RSUs 

              


      

       

      
 

      


      By
        signing this Agreement, the Participant acknowledges receipt of a copy of
        this
        Agreement and a copy of the 2006 Equity Compensation and Incentive Plan and
        the
        Prospectus related thereto.

      


       This
        Agreement will be effective only upon execution by the Participant and delivery
        of such signed Agreement to the Company.

      


      IN
        WITNESS WHEREOF, the Company and the
        Participant have caused this instrument to be executed as of the Award Date
        set
        forth above.

      


      
        	 	 
	
                 

                ___________________________

              	
                DATAWATCH
                  CORPORATION

              
	
                (Participant
                  Signature)

              	 
	 	 
	 	 
	
                 

                ___________________________

              	 
	
                (Street
                  Address)

              	
                By:__________________________________

              
	 	
                Name:

              
	
                ___________________________

                (City/State/Zip
                  Code)

              	
                Title:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        A

      


      Restricted
        Stock Unit Agreement for Directors

      Terms
        and Conditions

      


      1.  Award.  The
        Participant is hereby granted an Award of RSUs, effective as
        of the date set forth on the cover page attached hereto
        (the “Award Date”), subject to the terms and conditions set forth herein
        (collectively with the cover page, the “Agreement”), and subject to and governed
        by the Company’s 2006 Equity Compensation and Incentive Plan (the
“Plan”).  Capitalized terms not otherwise defined herein shall have
        the meanings ascribed to them in the Plan. Each RSU represents the right
        to
        receive one share of the Company’s Common Stock upon the satisfaction of terms
        and conditions set forth in this Agreement and the Plan.

       

      2.  Vesting.  Except
        as set forth in Section 6 herein, the RSUs will remain restricted and may
        not be
        sold, assigned, exchanged, pledged or otherwise transferred by the Participant
        until the RSUs have become vested pursuant to the terms of this
        Agreement.  If the Participant has continued to serve the Company in
        the capacity of a director, then the RSUs will vest as provided on the cover
        page hereto. Each date on which a portion of the Award
        vests shall be referred to herein as a “Vesting
        Date.” Notwithstanding the foregoing, in accordance with
        and subject to the provisions of the Plan, the Committee may, in its discretion,
        accelerate the date that any installment of this RSU becomes vested.


       

      3.  Acceleration
        of Vesting Upon Change of Control.  Notwithstanding
        Section 2 hereof, in the event of a Change in Control (as defined below) of
        the Company while this RSU is in effect, this RSU shall, immediately prior
        to
        the consummation of such Change in Control, become fully vested and all shares
        subject to this RSU shall be delivered to the Participant; provided,
however, that the Board, in its sole discretion, may require that
        the
        Participant’s rights under this Section 3 shall be conditioned on approval by
        the stockholders of the Company in accordance with Section 280G(b)5(B) of
        the
        Code and regulations thereunder.  For purposes of this Agreement, a
“Change in Control” means the occurrence of any of the following
        events:

       

      (a)  The
        Company is merged or consolidated or reorganized into or with another
        corporation or other legal person, and as a result of such merger, consolidation
        or reorganization less than a majority of the combined voting power of the
        then-outstanding securities of such surviving, resulting or reorganized
        corporation or person immediately after such transaction is held in the
        aggregate by the holders of the then-outstanding securities entitled to vote
        generally in the election of directors of the Company ("Voting Stock")
        immediately prior to such transaction;

       

      (b)  The
        Company sells or otherwise transfers all or substantially all of its assets
        to
        any other corporation or other legal person, and as a result of such sale
        or
        transfer less than a majority of the combined voting power of the
        then-outstanding securities of such corporation or person immediately after
        such
        sale or transfer is held in the aggregate by the holders of Voting Stock
        of the
        Company immediately prior to such sale or transfer;

       

      (c)  There
        is
        a report filed on Schedule 13D or Schedule 14D-1 (or any successor
        schedule, form or report), each as promulgated pursuant to the Securities
        Exchange Act of 1934, as amended (the “Exchange Act”), disclosing that any
        "person" (as such term is used in Section 13(d)(3) or Section 14(d)(2)
        of the Exchange Act) has become the "beneficial owner" (as such term is used
        in
        Rule 13d-3 under the Exchange Act) of securities representing 50% or more
        of the
        Voting Stock of the Company;

       

      (d)  The
        Company files a report or proxy statement with the Securities and Exchange
        Commission pursuant to the Exchange Act disclosing in response to Form 8-K
        or
        Schedule 14A (or any successor schedule, form or report or item therein)
        that a change in control of the Company has occurred; or

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (e)  If
        during
        any period of two consecutive years, individuals who at the beginning of
        any
        such period constitute the Board cease for any reason to constitute at least
        a
        majority thereof, unless the election, or the nomination for election by
        the
        Company’s stockholders, of each director of the Company first elected during
        such period was approved by a vote of at least a majority of the directors
        then
        still in office who were directors of the Company at the beginning of any
        such
        period;

       

      provided,
        however, that a “Change in Control” shall not be deemed to have occurred
        for purposes of this Agreement solely because (x) the Company, (y) an
        entity in which the Company directly or indirectly beneficially owns 50%
        or more
        of the voting securities, or (z) any Company-sponsored employee stock
        ownership plan or any other employee benefit plan of the Company, either
        files
        or becomes obligated to file a report or a proxy statement under or in response
        to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A
        (or any successor schedule, form or report) under the Exchange Act, disclosing
        beneficial ownership by it of shares of Voting Stock or because the Company
        reports that a change in control of the Company has occurred by reason of
        such
        beneficial ownership.

       

      4.  Distribution
        of the Award; Dividend Equivalents.  As soon as reasonably
        practicable following each Vesting Date, the Company will release the portion
        of
        the Award that has become vested as of such Vesting Date in the form of shares
        of the Company’s Common Stock.  The Company shall provide the
        Participant with at least seven (7) days written notice prior to the Vesting
        Date; such notice to specify the amount that the Participant is required
        to pay
        to satisfy any applicable withholding Taxes (as hereinafter below). The
        Participant may deposit with the Company an amount of cash equal to the amount
        determined by the Company, utilizing a tax rate determined by the Company
        in its
        reasonable discretion, to be required with respect to any withholding taxes,
        FICA contributions, or the like under any national, federal, state, local
        or
        other statute, ordinance, rule, or regulation in connection with the award
        or
        settlement of the restricted stock units (the
“Taxes”).  Alternatively, if the Company does not receive such amount
        from the Participant at least two (2) days prior to the Vesting Date, the
        Company will withhold a number of shares (rounded up to the nearest whole
        share)
        of the Company’s Common Stock with a market value determined as of the close of
        business on the business day immediately preceding the Vesting Date) equal
        to
        the amount of such Taxes associated with the vesting or settlement of the
        Award;
provided, however, that the Company shall not be liable for determining
        the exact number of shares.

       

      The
        Participant shall have the right to receive dividend equivalent payments
        with
        respect to the Common Stock subject to the Award as provided in this
        paragraph.  Upon each Vesting Date, Participant shall be entitled to
        receive a dividend equivalent payment in respect of the shares of Common
        Stock
        covered by the Award that are not vested on the record date for each dividend
        payment, if any, made by the Company on its Common Stock for which the record
        date occurred (i) on or after the Award Date or the immediately preceding
        Vesting Date, as the case may be, and (ii) prior to the applicable Vesting
        Date,
        in an amount in cash equal to the amount of any dividend which otherwise
        would
        have been paid to the Participant if such unvested shares had been issued
        for
        the benefit of the Participant on the record dates for such dividend payments,
        subject to any applicable withholding for Taxes.  Such dividend
        equivalent payments may be settled by the Company subject to such other
        conditions or terms that the Committee may establish. Except for dividend
        equivalent payments, the Participant shall have no rights as a stockholder,
        including voting rights, with respect to the RSUs.

      


      5.  Termination
        of Relationship with the Company.  If the Participant ceases
        to be a director of the Company, for any reason, any portion of the Award
        that
        has not become vested on or prior to the date of such cessation shall
        immediately be forfeited.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.  Award
        Not Transferable.  The Award will not be assignable or
        transferable by the Participant, except by operation of law, or by will or
        the
        laws of descent and distribution.

       

      7.  Transferability
        of Award Shares.  Until registered under the Securities Act
        of 1933, as amended, or any successor statute (the “Securities Act”), the shares
        of Common Stock represented by the RSUs will be of an illiquid nature and
        will
        be deemed to be “restricted securities” for purposes of the Securities
        Act.  Accordingly, such shares must be sold in compliance with the
        registration requirements of the Securities Act or an exemption
        therefrom.  The Company reserves the right to place restrictions
        required by law on any shares of the Company’s Common Stock received by the
        Participant pursuant to the Award.

       

      8.  Conformity
        with the Plan.  The Award is intended to conform in all
        respects with, and is subject to applicable provisions of, the Plan. To the
        extent that any provision of this Agreement conflicts with the express terms
        of
        the Plan, it is hereby acknowledged and agreed that the terms of the Plan
        shall
        control and, if necessary, the applicable provisions of this Agreement shall
        be
        deemed to be amended so as to carry out the purpose and intent of the Plan.
        By
        the Participant’s acceptance of this Agreement, the Participant agrees to be
        bound by all of the terms of this Agreement and the
        Plan.  Notwithstanding any other provision of this Section 8, in the
        event that the provisions of this Agreement are subject to Section 409A of
        the
        Internal Revenue Code of 1986, as amended, and the Treasury Regulations
        promulgated thereunder (“Section 409A”), the provisions of this Agreement shall
        comply with, and shall be interpreted in a manner consistent with, Section
        409A.

       

      9.  No
        Rights to Continued Board Service.  Nothing in this Agreement
        confers any right on the Participant to continue as a director of the Company
        or
        a Subsidiary or affects in any way the right of any of the Company or a
        Subsidiary to terminate any such relationship of the Participant.

       

      10.   
        Miscellaneous.

       

      (a)           Notices.  All
        notices hereunder shall be in writing and shall be deemed given when sent
        by
        certified or registered mail, postage prepaid, return receipt requested,
        if to
        the Participant, to the address set forth above or at the address shown on
        the
        records of the Company, and if to the Company, to the Company’s principal
        executive offices, attention of the Chief Financial Officer.

      


      (b)           Entire
        Agreement; Modification.  This Agreement, together with the
        Plan, constitutes the entire agreement between the parties relative to the
        subject matter hereof, and supersedes all proposals, written or oral, and
        all
        other communications between the parties relating to the subject matter of
        this
        Agreement.  The Company may amend, suspend or terminate the Plan, this
        Agreement and the Award granted hereunder at any time; provided, however,
        that
        no such amendment, suspension or termination may materially impair any Award
        without the Participant’s written consent.

      


      (c)           
        Fractional Shares.  If the shares under this Award
        become issuable for a fraction of a share because of the adjustment provisions
        contained in the Plan, such fraction shall be rounded down to the nearest
        whole
        share.

      


      (d)           Severability.  The
        invalidity, illegality or unenforceability of any provision of this Agreement
        shall in no way affect the validity, legality or enforceability of any other
        provision.

      


      (e)  
Successors
        and Assigns.  Except as provided herein, this Agreement shall
        be binding upon and inure to the benefit of the parties hereto and their
        respective successors and assigns, subject to the limitations set forth in
        Section 6 hereof.

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      (f)           
        Governing Law.  This Agreement shall be governed by
        and interpreted in accordance with the laws of the Commonwealth of
        Massachusetts, without giving effect to the principles of the
        conflicts of laws thereof.

      


      (g)           Data
        Protection Waiver.  The Participant understands and consent
        to the Company or its agents or independent contractors appointed to administer
        the Plan obtaining certain of the Participant’s personal employment information
        required for the effective administration of the Plan and that such information
        may be transmitted outside of the country of the Participant’s employment and/or
        residence.

       

      
 

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