Restricted Stock Agreement


    


    Exhibit
      10-ll

    


    


    RESTRICTED
      STOCK AGREEMENT

    


    ANALYSTS
      INTERNATIONAL CORP.

    2004
      EQUITY INCENTIVE PLAN

    


    


    THIS
      AGREEMENT, made effective as of this 3 day of January, 2007, by and between
      Analysts International Corp., a Minnesota corporation (the “Company”), and
      ___________________ (“Participant”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Participant on the date hereof is a key employee or officer of the Company;
      and

    


    WHEREAS,
      the Company wishes to grant a restricted stock award to Participant for shares
      of the Company’s Common Stock pursuant to the Company’s 2004 Equity Incentive
      Plan (the “Plan”); 

    


    WHERAS,
      certain
      of the terms of this Restricted Stock Agreement (the “Agreement”) are included
      herein pursuant to the Company’s 2007 Long-Term Incentive Plan; and 

    


    WHEREAS,
      the Administrator of the Plan has authorized the 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 Participant on the date set forth above a restricted
      stock award (the “Award”) for _____________________ ( )
      shares
      of Common Stock (the “Shares”) on the terms and conditions set forth herein, and
      subject to adjustment pursuant to Section 12 of the Plan. The Company shall
      cause to be issued a stock certificate representing such shares of Common Stock
      in the Participant’s name, and shall deliver such certificate to the
      Participant; provided, however, that the Company shall place a legend on such
      certificate describing the risks of forfeiture and other transfer restrictions
      set forth in this Agreement and providing for the cancellation and return of
      such certificate if such 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.

    


    2. Vesting
      of Restricted Stock.

    


    a. 
      The
      shares of Stock subject to this Award shall remain forfeitable until the risks
      of forfeiture lapse according to the following vesting provisions: 

     

    
      (i) If
        the
        Company’s audited annual period financial statements for its 2007 fiscal year
        demonstrate that the Company generated positive net income during its 2007
        fiscal year (“2007 Net Income”), the risk of forfeiture shall lapse with respect
        to 331/3%
        of the
        Shares and such Shares shall be considered vested;

      


      (ii) If
        the
        Company’s audited annual period financial statements for its 2008 fiscal year
        demonstrate that the Company’s 2008 net income was at least five percent (5%)
        greater than the 2007 Net Income, the risk of forfeiture shall lapse with
        respect to 331/3%
        of the
        Shares and such Shares shall be considered vested;

      


      (iii) If
        the
        Company’s audited annual period financial statements for its 2009 fiscal year
        demonstrate that the Company’s 2009 net income was at least ten percent (10%)
        greater than the 2007 Net Income, the risk of forfeiture shall lapse with
        respect to 331/3%
        of the
        Shares and such Shares shall be considered vested;

       

    

    Shares
      that do not vest in any vesting period shall be forfeited. If the Participant’s
      employment with the Company (or a subsidiary of the Company) ceases at any
      time
      prior to the vesting of all of the Shares hereunder for any reason, including
      the Participant’s voluntary resignation or retirement but excluding termination
      by the Company without “cause,” the Participant shall immediately forfeit all
      Shares subject to this Award which have not yet vested and for which the risks
      of forfeiture have not lapsed. If the Participant’s employment or other
      relationship is terminated by the Company without “cause” prior to the vesting
      date for this Award, all risks of forfeiture on the Shares subject to this
      Award
      shall immediately lapse.

    


    b. Solely
      for purposes of this Paragraph 2(b), “cause” shall mean (i) Participant charged
      with a felony or convicted of any
      criminal misdemeanor or more serious act; (ii) any intentional and/or willful
      act of fraud or dishonesty by Participant related to or connected with
      Participant’s employment by the Company or any of its Affiliates; (iii) the
      willful and/or continued failure, neglect or refusal by Participant to perform
      his or her employment duties with the Company or any of its Affiliates, (iv)
      a
      material violation of the Participant’s or an Affiliate’s policies or codes of
      conduct; or (v) the willful and/or material breach by Participant of any
      agreement between Participant and the Company or any of its Affiliates,
      including but not limited to an employment agreement or a noncompetition
      agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Miscellaneous.

    


    a. Employment-at-Will.
      This
      Agreement shall not confer on Participant any right with respect to continuance
      of employment by the Company or any of its Affiliates, nor will it interfere
      in
      any way with the right of the Company to terminate such employment.
      Participant’s employment relationship with the Company and its Affiliates shall
      be employment-at-will, and nothing in this Agreement shall be construed as
      creating an employment contract for any specified term between Participant
      and
      the Company or any Affiliate.

    


    b. Securities
      Law Compliance.
      Participant shall not transfer or otherwise dispose of the Shares 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. The Participant may be required by the Company, as
      a
      condition of the effectiveness of this restricted stock award, to agree in
      writing that all Shares subject to this Agreement shall be held, until such
      time
      that such Shares are registered 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 shall bear
      an appropriate legend to that effect and that such Shares will be not
      transferred or disposed of except in compliance with applicable state and
      federal securities laws.

    


    c. Mergers,
      Recapitalizations, Stock Splits, Etc. Pursuant
      and subject to Section 12 of the Plan, certain changes in the number or
      character of the Common Stock of the Company (through 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 Participant’s rights
      with respect to any unexercised portion of this Award (i.e.,
      Participant shall have such “anti-dilution” rights under the Award with respect
      to such events, but shall not have “preemptive” rights).

    


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

    


    e. Withholding
      Taxes.
      In
      order to permit the Company to comply with all applicable federal or state
      income tax laws or regulations, the Company may take such action as it deems
      appropriate to insure that, if necessary, all applicable federal or state
      payroll, income or other taxes are withheld from any amounts payable by the
      Company to the Participant. If the Company is unable to withhold such federal
      and state taxes, for whatever reason, the Participant hereby agrees to pay
      to
      the Company an amount equal to the amount the Company would otherwise be
      required to withhold under federal or state law.

    


    f. 2004
      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 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. The Plan governs this Agreement 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.


    g. 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).

    


    h. Blue
      Sky Limitation.
      Notwithstanding anything in this Agreement to the contrary, in the event the
      Company makes any public offering of its securities and determines, in its
      sole
      discretion, that it is necessary to reduce the number of issued but unexercised
      stock purchase rights so as to comply with any state securities or Blue Sky
      law
      limitations with respect thereto, the Board of Directors of the Company shall
      accelerate the vesting of this restricted stock award, provided that the Company
      gives Participant 15 days’ prior written notice of such acceleration. Notice
      shall be deemed given when delivered personally or when deposited in the United
      States mail, first class postage prepaid and addressed to Participant at the
      address of Participant on file with the Company.

    


    i. Accounting
      Compliance.
      Participant agrees that, if a merger, reorganization, liquidation or other
      “transaction” as defined in Section 12 of the Plan occurs, and Participant is an
“affiliate” of the Company or any Affiliate (as defined in applicable legal and
      accounting principles) at the time of such transaction, Participant will comply
      with all requirements of Rule 145 of the Securities Act of 1933, as amended,
      and
      the requirements of such other legal or accounting principles, and will execute
      any documents necessary to ensure such compliance.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    j. Stock
      Legend.
      The
      Administrator may require that the certificates for any shares of Common Stock
      purchased by Participant (or, in the case of death, Participant’s successors)
      shall bear an appropriate legend to reflect the restrictions of Paragraph 4(b)
      and Paragraphs 4(g) through 4(j) of this Agreement; provided,
      however, that failure to so endorse any of such certificates shall not render
      invalid or inapplicable Paragraph 4(j).

    


    k. Scope
      of Agreement.
      This
      Agreement shall bind and inure to the benefit of the Company, its Affiliates
      and
      its successors and assigns and Participant and any successor or successors
      of
      Participant permitted by this Agreement.

    


    l.
       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 of 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.

     

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      on
      the day and year first above written.

    
 

    
      
        


        
          	 	
                  ANALYSTS
                    INTERNATIONAL CORPORATION

                
	 	 
	 	 
	
                  By

                	 __________________________________
	
                  Its

                	 __________________________________
	 	 
	 	 __________________________________
	 	
                   Participant