Exhibit 10.1





Exhibit 10.1




RESTRICTED STOCK AGREEMENT

under

BROADVIEW INSTITUTE, INC.

2006 EQUITY INCENTIVE PLAN




THIS AGREEMENT is made as of the      th day of October, 2009, by and between Broadview
Institute, Inc., a Minnesota corporation (the “Company”), and                      (the
“Participant”).



W I T N E S S E T H:




WHEREAS, the Participant is, on the date hereof, a director of the Company or of an Affiliate
of the Company; and



WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of
the Company’s Common Stock pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”); and



WHEREAS, the Administrator of the Plan (as defined in the Plan) has on the date listed above
authorized this grant of a restricted stock award to the Participant;



NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained,
the parties hereto agree as follows:



1. Grant of Restricted Stock Award. The Company hereby grants to the Participant on
the date set forth above a restricted stock award (the “Award”) for Sixteen Thousand (16,000)
shares of Common Stock on the terms and conditions set forth herein, which shares are subject to
adjustment pursuant to Section 14 of the Plan. The Company shall cause to be issued eight stock
certificates, each representing Two Thousand (2,000) such shares of Common Stock, in the
Participant’s name, and shall hold each such certificate until such time as the risk of forfeiture
and other transfer restrictions set forth in this Agreement have lapsed with respect to the shares
represented by the certificate. The Company may also place a legend on such certificates
describing the risks of forfeiture and other transfer restrictions set forth in this Agreement
providing for the cancellation of such certificates if the shares of Common Stock are forfeited as
provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to
this Award have been forfeited pursuant to Section 2 below, the Participant shall be entitled to
vote the shares represented by such stock certificates and shall receive all dividends attributable
to such shares, but the Participant shall not have any other rights as a shareholder with respect
to such shares.



 


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2. Vesting of Restricted Stock. The shares of Stock subject to this Award shall
remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:



	 	 	 	 	 
	 	 	Cumulative Number
	Vesting Date	 	of Shares Vested
	Date of this Award

	 	 	4,000	 
	December 31, 2009

	 	 	6,000	 
	March 31, 2010

	 	 	8,000	 
	June 30, 2010

	 	 	10,000	 
	September 30, 2010

	 	 	12,000	 
	December 31, 2010

	 	 	14,000	 
	March 31, 2011

	 	 	16,000	 






b. If the Participant ceases to be a director of the Company at any time prior to a Vesting
Date for any reason (including, but not limited to, the Participant’s death, disability,
retirement, voluntary resignation, removal from the Board, failure of the director to be nominated
to the Board, failure of the director to be reelected to the Board) the Participant shall
immediately forfeit all shares of Stock subject to this Award which have not yet vested and for
which the risks of forfeiture have not lapsed.




3. General Provisions.



a. Employment or Other Relationship. This Agreement shall not confer on the
Participant any right with respect to employment, continuance of employment or other relationship
by the Company, nor will it interfere in any way with the right of the Company to terminate such
employment or other relationship.



b. Securities Law Compliance. Participant shall not transfer or otherwise dispose of
the shares of Stock received pursuant to this Agreement until such time as counsel to the Company
shall have determined that such transfer or other disposition will not violate any state or federal
securities laws. Participant hereby agrees, as a condition of the effectiveness of this restricted
stock award, that if required by applicable securities laws, all Stock subject to this Agreement
shall be held, until such time that such Stock is registered or appropriately exempted therefrom
and freely tradable under applicable state and federal securities laws, for Participant’s own
account without a view to any further distribution thereof, that the certificates for such shares
may bear an appropriate legend to that effect and that such shares will not be transferred or
disposed of except in compliance with applicable state and federal securities laws.



c. Mergers, Recapitalizations, Stock Splits, Etc. Except as otherwise specifically
provided in any employment, change of control, severance or similar agreement executed by the
Participant and the Company, pursuant and subject to Section 14 of the Plan, certain changes in the
number or character of the shares of Stock of the Company (through sale, merger, consolidation,
exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock
split, stock dividend, or otherwise) shall result in an adjustment, reduction, or enlargement, as
appropriate, in the number of shares subject to this Award. Any additional shares that are
credited pursuant to such adjustment shall be subject to the same restrictions as are applicable to
the shares with respect to which the adjustment relates.



 


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d. Shares Reserved. The Company shall at all times during the term of this Award
reserve and keep available such number of shares as will be sufficient to satisfy the requirements
of this Agreement.



e. 2006 Equity Incentive Plan. The Award evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan has been made available to the Participant and is hereby
incorporated into this Agreement. This Agreement is subject to and in all respects limited and
conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning
when used in this Agreement. The Plan governs this Award and, in the event of any questions as to
the construction of this Agreement or in the event of a conflict between the Plan and this
Agreement, the Plan shall govern, except as the Plan otherwise provides.



f. Lockup Period Limitation. Participant agrees that in the event the Company advises
Participant that it plans an underwritten public offering of its Common Stock in compliance with
the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions
under which certain shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the underlying Common Stock,
Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant
will not sell or contract to sell or grant an option to buy or otherwise dispose of this Agreement
or any of the underlying shares of Common Stock without the prior written consent of the
underwriter(s) or its representative(s).



g. Stock Legend. The Administrator may require that the certificates for any shares
of Common Stock issued pursuant hereto to Participant (or, in the case of death, Participant’s
successors) shall bear an appropriate legend to reflect the restrictions of Paragraph 3(b) and
Paragraph 3(g) of this Agreement; provided, however, that failure to so endorse any of such
certificates shall not render invalid or inapplicable Paragraph 3(b) or Paragraph 3(g).



h. Scope of Agreement. This Agreement shall bind and inure to the benefit of the
Company and its successors and assigns and of the Participant and any successor or successors of
the Participant.



i. Arbitration. Any dispute arising out of or relating to this Agreement or the
alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement,
shall be discussed between the disputing parties in a good faith effort to arrive at a mutual
settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or business litigation
for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may
request that the chief judge of the District Court for Hennepin County, Minnesota, select an
arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the
commercial arbitration rules of the American Arbitration Association, unless such rules are
inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for
the production of documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall
have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may
award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees,
including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and
reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration
proceedings shall be Hennepin County, Minnesota.


 


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ACCORDINGLY, the parties hereto have caused this Agreement to be executed and dated as of the
day and year first above written.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BROADVIEW INSTITUTE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 










	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 	Participant—	 
	 	 	 	 	 







 


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