2004 Stock Incentive Plan Restricted Stock Grant (Non-Employees)



 EXHIBIT 10.20 
  
 ATX GROUP, INC. 2004 STOCK INCENTIVE PLAN 
  
 RESTRICTED STOCK GRANT 
  
 (For Non-Employees) 
  
 1. Grant of Restricted Shares. ATX Group, Inc., a Delaware corporation (the “Company”), hereby grants to
                                        
(“Participant”) all rights, title and interest in the record and beneficial ownership of
                            
(            ) shares (the “Restricted Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”), subject to the conditions described
in this grant of Restricted Stock (the ”Grant”) and in the ATX Group, Inc. 2004 Stock Incentive Plan (the “Plan”). The Restricted Shares are granted, effective as of the
             day of
                                        ,
2004 (the “Grant Date”). 
  
 2. Issuance
and Transferability. Certificates representing the shares granted hereunder shall be issued to Participant of even date herewith and shall be marked with the following legend: 
  
 “The shares represented by this certificate have been issued pursuant to the terms of the ATX Group, Inc. 2004 Stock
Incentive Plan (as amended and restated) and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of such award
dated            , 2004.” 
  
 Such shares are not transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order of the court in a divorce proceeding. No right or benefit hereunder shall in any manner
be liable for or subject to any debts, contracts, liabilities, or torts of Participant. 
  
 3. Risk of Forfeiture. Participant shall immediately forfeit all rights to any nonvested portion of the Restricted Shares in the event of termination, resignation or removal from service with the Company
of Participant under circumstances that do not cause Participant to become fully vested under the terms of the Plan. 







 4. Vesting. Subject to Paragraph 3 hereof, Participant shall vest in his rights
under the Restricted Shares and the Company’s right to repurchase such shares shall lapse with respect to the Restricted Shares according to the following schedule: 
  
 [INSERT VESTING SCHEDULE] 
  
 100% of the Restricted Shares shall become vested upon the occurrence of any of the events set forth in Section 7.2(b) of the Plan, if earlier. 
  
 5. Ownership Rights. Subject to the restrictions set forth in
this Grant and the Plan, Participant is entitled to all voting and ownership rights applicable to the Restricted Shares, including the right to receive any cash dividends that may be paid on the Restricted Shares. The Restricted Shares shall be
registered in the name of the Participant and at the address set forth below the Participant’s signature attached hereto. 
  
 6. Reorganization of the Company. The existence of this Grant shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Restricted Shares or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise. 
  
 7.
Recapitalization Events. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of
rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Shares shall mean and include all securities or other
property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in
the same manner and shall be subject to the same restrictions as the underlying Restricted Shares. 
  

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 8. Certain Restrictions. By executing this Grant, Participant acknowledges that he has
received a copy of the Plan and agrees that he will enter into such written representations, warranties and agreements and execute such documents as the Company may reasonably request in order to comply with the securities law or any other
applicable laws, rules or regulations, or with this document or the terms of the Plan. 
  
 9. Amendment and Termination. No amendment or termination of this Grant shall be made by the Company at any time without the written consent of Participant. 
  
 10. Tax Reporting. Participant agrees that, if he makes an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the Restricted Shares, he will so notify the Company in writing within two (2) days after making such election, so as to enable the Company to timely
comply with any applicable governmental reporting requirements. 
  
 11. No Guarantee of Tax Consequences. The Company makes no commitment or guarantee to Participant that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Grant.

  
 12. Severability. In the event that any
provision of this Grant shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions of this Grant, and the Grant shall be construed and enforced as if the
illegal, invalid, or unenforceable provision had never been included herein. 
  
 13. Governing Law. The Grant shall be construed in accordance with the laws of the State of Delaware to the extent that federal law does not supersede and preempt Delaware
law. 
  

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 Executed the
             day of
                                    , 2004. 
  

			
	 COMPANY:
  
 ATX Group, Inc.

		
	By:	 	 
	 	 	

	 	 	 


  
 Accepted the              day of             , 2004 
  

			
	PARTICIPANT:
	
	  


	
	 Address:
  

  

  




  

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