2006 Restricted Stock Grant Agreement


    Exhibit
      4.3

    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,

     


    
      
        
        

      

      
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    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.

     

    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. 

     


    
      
        
        

      

      
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    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:


     

    __________________________

    __________________________

    __________________________

    


    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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