**EXHIBIT10.48**

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**ARGYLE SECURITY, INC.**

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**2007 OMNIBUS SECURITIES ANDINCENTIVE PLAN**

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**DIRECTOR RESTRICTED STOCKAWARD AGREEMENT**

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THISAGREEMENT effective as of                               ,200  , by and between Argyle Security, Inc., a Delaware corporation(the “Company”), and                                     (the “Awardee”).

 

WITNESSETH:

 

WHEREAS,the Company has adopted the Argyle Security, Inc. 2007 Omnibus Securitiesand Incentive Plan (the “Plan”) for the benefit of its employees,nonemployee directors and consultants and the employees, nonemployee directorsand consultants of its affiliates, and

 

WHEREAS,the Committee has authorized the award to the Awardee of shares of RestrictedStock (“Restricted Shares”) under the Plan, on the terms and conditionsset forth in the Plan and as hereinafter provided,

 

NOW,THEREFORE, in consideration of the premises contained herein, the Company andthe Awardee hereby agree as follows:

 

# 1.                                       Definitions.

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Terms used in this Agreementwhich are defined in the Plan shall have the same meanings as set forth in thePlan.

 

# 2.                                       Awardof Restricted Shares.

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The Committee hereby awardsto the Awardee **[insert**# **of shares]**Restricted Shares. All suchRestricted Shares shall be subject to the transferability restrictions and forfeitureprovisions contained in Sections 4, 5 and 6, such restrictions to becomeeffective immediately upon execution of this Agreement by the parties hereto.

 

# 3.                                       StockCertificates.

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The Company agrees topromptly, upon execution of this Agreement, cause a stock certificate for the Restricted Shares to be prepared and delivered to the Awardee hereunder, eachbearing the following legend:

 

“The transferability of thiscertificate and the shares of stock represented hereby are subject to the termsand conditions (including forfeiture) of an Agreement entered into between theregistered owner and Argyle Security Acquisition Corporation, effective as of                       ,200  . Copies of such Agreement are on file in the offices of theSecretary, Argyle Security Acquisition Corporation, 200 Concord Plaza, Suite 700,San Antonio, Texas 78216.

 

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# 4.                                       Vesting.

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The Restricted Shares shall immediately vest andbecome transferable pursuant to the terms of the Plan on the date suchRestricted Shares are granted.

 

# 5.                                       Terminationof Director Status.

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Sections 6.2, 6.4 and 6.5 ofthe Plan shall control.

 

# 6.                                       Restrictionon Transferability.

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Subject to Section 9,the Restricted Shares shall not be transferable unless and until (and solely tothe extent) the Awardee satisfies the vesting requirements contained in Section 4.

 

# 7.                                       Votingand Dividend Rights.

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The Awardee shall have thevoting and dividend rights of a shareholder of Common Stock with respect to theRestricted Shares; provided, however, that dividends paid inshares of Common Stock shall be deposited with the Company, together with astock power endorsed in blank or other appropriate instrument of transfer andshall be subject to the same Restrictions as the Restricted Shares.

 

# 8.                                       Regulationby the Committee.

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This Agreement and theRestricted Shares shall be subject to the administrative procedures and rules asthe Committee shall adopt. All decisions of the Committee upon any questionarising under the Plan or under this Agreement, shall be conclusive and bindingupon the Awardee.

 

# 9.                                       Changeof Control.

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Notwithstanding the vestingrequirements contained in Section 4, upon a Change of Control, in the solediscretion of the Committee, either (a) all of the Restricted Shares shallautomatically become fully vested, no longer subject to Restrictions and freelytransferable, in each case as of the date of such Change of Control, or (b) theshares of Restricted Stock shall be cancelled and the Company shall, within 30 days,make a cash payment to the Awardee equal to the Fair Market Value of suchShares immediately prior to the Change of Control. If the Company fails to makethe payment described in clause (b) of the immediately preceding sentencewithin 30 days following the Change of Control, the Restricted Shares shallautomatically become fully vested, no longer subject to Restrictions and freelytransferable as of the next day.

 

For purposes of thisAgreement, the term “Change of Control” shall mean the earliest of thefollowing to occur:

 

## (a)                                  The publicannouncement by the Company or any person (other than the Company, anysubsidiary of the Company or any employee benefit plan of the Company or of

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## any subsidiary of theCompany) (“Person”) that such Person, who or which, together with all “affiliates”and “associates” (within the meanings of such terms under Rule 12b-2 ofthe Exchange Act) of such Person, shall be the beneficial owner of fifty percent(50%) or more of the Company’s voting stock then outstanding;

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## (b)                                 Thecommencement of, or after the first public announcement of any Person tocommence, a tender or exchange offer the consummation of which would result inany Person becoming the beneficial owner of the Company’s voting stockaggregating fifty percent (50%)****ormore of the Company’s then outstanding voting stock;

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## (c)                                  Theannouncement of any transaction relating to the Company required to bedescribed pursuant to the requirements of Item 6(e) of Schedule 14A ofRegulation 14A of the Securities and Exchange Commission under the ExchangeAct;

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## (d)                                 A proposedchange in the constituency of the Board such that, during any period of two (2) consecutiveyears, individuals who at the beginning of such period constitute the Boardcease for any reason to constitute at least a majority thereof, unless theelection or nomination for election by the shareholders of the Company of eachnew director was approved by a vote of at least two-thirds (2/3) of thedirectors then still in office who were members of the Board at the beginningof the period;

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## (e)                                  The Companyenters into an agreement of merger, consolidation, share exchange or similartransaction with any other corporation other than a transaction which wouldresult in the Company’s voting stock outstanding immediately prior to theconsummation of such transaction continuing to represent (either by remainingoutstanding or by being converted into voting stock of the surviving entity) atleast two-thirds (2/3) of the combined voting power of the Company’s or suchsurviving entity’s outstanding voting stock immediately after such transaction;

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## (f)                                    The Boardapproves a plan of liquidation or dissolution of the Company or an agreementfor the sale or disposition by the Company (in one transaction or a series oftransactions) of all or substantially all of the Company’s assets to a personor entity which is not an affiliate of the Company; or

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## (g)                                 Any other eventwhich shall be deemed by a majority of the members of the Board to constitute a“Change of Control.”

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Notwithstandinganything to the contrary contained in this Section 9, the Board is herebyauthorized to make any modifications to the above “Change of Control”definition as it determines in its sole discretion to be necessary for purposesof compliance with Section 409A of the Code, to the extent applicable.

 

# 10.                                 Amendment.

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The Committee may amend thisAgreement at any time and from time to time; provided, however,that no amendment of this Agreement that would impair the Awardee’s rights orentitlements with respect to the Restricted Shares shall be effective withoutthe prior written consent of the Awardee.

 

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# 11.                                 PlanTerms.

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The terms of the Plan arehereby incorporated herein by reference.

 

# 12.                                 EffectiveDate of Award.

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The award of each RestrictedShare under this Agreement shall be effective as of the date first writtenabove.

 

# 13.                                 AwardeeAcknowledgment.

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By executing this Agreement,the Awardee hereby acknowledges that he or she has received and read the Planand this Agreement and that he or she agrees to be bound by all of the terms ofboth the Plan and this Agreement.

 

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| ATTEST: |       | ARGYLE  SECURITY ACQUISITION  CORPORATION |
|---------|------------|-------------------------------------------|
|    |       |                                      |
|    |       | By:                                       |   |
|    |       |                                      |
|    |       | Donald F. Neville                         |
|    |       |                                      |
|    |       | Chief Financial Officer                   |
|    |       |                                      |
|    |       |                                      |
|    |       |                                      | , Awardee |
|    | ** ** | **[Name]**                                |
|         |            |                                           |  |  |

 

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**ARGYLESECURITY, INC.**

** **

**2007 OMNIBUS SECURITIES ANDINCENTIVE PLAN**

** **

**EMPLOYEE RESTRICTED STOCKAWARD AGREEMENT**

** **

THIS AGREEMENT iseffective as of                                     ,200  , by and between Argyle Security, Inc., a Delaware corporation(the “Company”), and                                   (the “Awardee”).

 

WITNESSETH:

 

WHEREAS, the Company hasadopted the Argyle Security, Inc. 2007 Omnibus Securities and IncentivePlan (the “Plan”) for the benefit of its employees, nonemployeedirectors and consultants and the employees, nonemployee directors andconsultants of its affiliates, and

 

WHEREAS, the Committeehas authorized the award to the Awardee of shares of Restricted Stock (“RestrictedShares”) under the Plan, on the terms and conditions set forth in the Planand as hereinafter provided,

 

NOW, THEREFORE, inconsideration of the premises contained herein, the Company and the Awardeehereby agree as follows:

 

1.                                       Definitions.

 

Termsused in this Agreement which are defined in the Plan shall have the samemeanings as set forth in the Plan.

 

2.                                       Award of Restricted Shares.

 

TheCommittee hereby awards to the Awardee **[insert**# **of shares]**RestrictedShares. All such Restricted Shares shall be subject to the transferabilityrestrictions and forfeiture provisions contained in Sections 4, 5 and 6, suchrestrictions to become effective immediately upon execution of this Agreementby the parties hereto.

 

3.                                       Stock Certificates.

 

The Companyagrees to promptly, upon execution of this Agreement, cause a stock certificatefor the Restricted Shares to be prepared and delivered to the Awardee hereunder, eachbearing the following legend:

 

“Thetransferability of this certificate and the shares of stock represented herebyare subject to the terms and conditions (including forfeiture) of an Agreemententered into between the registered owner and Argyle Security Acquisition Corporation,effective as of                               ,200    .  Copies ofsuch Agreement are on file in the

 

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offices of the Secretary, Argyle Security Acquisition Corporation,200 Concord Plaza, Suite 700, San Antonio, Texas 78216.

 

4.                                       Vesting.

 

TheRestricted Shares shall vest, no longer be subject to Restrictions and becometransferable pursuant to the terms of the Plan in accordance with the followingschedule.  One-third of the RestrictedShares (rounded to the nearest whole Restricted Share, except for the finalvesting date, which relates to all remaining unvested Restricted Shares) shallvest on each of the following dates:

 

December 31, 2008

December 31, 2009

December 31, 2010

 

Notwithstanding the above schedule, the Awardee shallbe one hundred percent (100%) vested in the Restricted Shares if the Awardee’semployment with the Company shall terminate on account of the Awardee’s (a) Totaland Permanent Disability, (b) death or (c) retirement upon or afterattaining age sixty-five (65) with at least five (5) full years of servicefor the Company and/or an Affiliate. The Optionee shall forfeit any unvestedportion of the Restricted Stock upon termination of employment with the Companyfor any reason other than the Awardee’s Total and Permanent Disability, deathor retirement upon or after attaining age sixty-five (65).

 

5.                                       Termination of Employment.

 

Sections6.2, 6.4 and 6.5 of the Plan shall control.

 

6.                                       Restriction on Transferability.

 

Subjectto Section 9,****the RestrictedShares shall not be transferable unless and until (and solely to the extent)the Awardee satisfies the vesting requirements contained in Section 4.

 

7.                                       Voting and Dividend Rights.

 

TheAwardee shall have the voting and dividend rights of a shareholder of CommonStock with respect to the Restricted Shares; provided, however,that dividends paid in shares of Common Stock shall be deposited with theCompany, together with a stock power endorsed in blank or other appropriateinstrument of transfer and shall be subject to the same Restrictions as theRestricted Shares.

 

8.                                       Regulation by the Committee.

 

ThisAgreement and the Restricted Shares shall be subject to the administrativeprocedures and rules as the Committee shall adopt. All decisions of theCommittee upon any question arising under the Plan or under this Agreement,shall be conclusive and binding upon the Awardee.

 

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9.                                       Change of Control.

 

Notwithstandingthe vesting requirements contained in Section 4, upon a Change of Control,in the sole discretion of the Committee, either (a) all of the RestrictedShares shall automatically become fully vested, no longer subject toRestrictions and freely transferable, in each case as of the date of suchChange of Control, or (b) the shares of Restricted Stock shall becancelled and the Company shall, within 30 days, make a cash payment tothe Awardee equal to the Fair Market Value of such Shares immediately prior tothe Change of Control. If the Company fails to make the payment described inclause (b) of the immediately preceding sentence within 30 daysfollowing the Change of Control, the Restricted Shares shall automaticallybecome fully vested, no longer subject to Restrictions and freely transferableas of the next day.

 

Forpurposes of this Agreement, the term “Change of Control” shall mean (i) foran Awardee who is a party to an employment agreement with the Company or anAffiliate which agreement provides for a definition of “Change of Control”therein, “Change of Control” shall have the same meaning as provided for insuch agreement, or (ii) for an Awardee who is not a party to such anagreement, “Change of Control” shall mean the earliest of the following tooccur:

 

(a)                                  The public announcement by the Company orany person (other than the Company, any subsidiary of the Company or anyemployee benefit plan of the Company or of any subsidiary of the Company) (“Person”)that such Person, who or which, together with all “affiliates” and “associates”(within the meanings of such terms under Rule 12b-2 of the Exchange Act)of such Person, shall be the beneficial owner of fifty****percent(50%)****or more of the Company’s voting stock thenoutstanding;

 

(b)                                 The commencement of, or after the firstpublic announcement of any Person to commence, a tender or exchange offer theconsummation of which would result in any Person becoming the beneficial ownerof the Company’s voting stock aggregating fifty****percent(50%) or more of the Company’s then outstanding voting stock;

 

(c)                                  The announcement of any transactionrelating to the Company required to be described pursuant to the requirementsof Item 6(e) of Schedule 14A of Regulation 14A of the Securities andExchange Commission under the Exchange Act;

 

(d)                                 A proposed change in the constituency ofthe Board such that, during any period of two (2) consecutive years,individuals who at the beginning of such period constitute the Board cease forany reason to constitute at least a majority thereof, unless the election ornomination for election by the shareholders of the Company of each new directorwas approved by a vote of at least two-thirds (2/3) of the directors then stillin office who were members of the Board at the beginning of the period;

 

(e)                                  The Company enters into an agreement ofmerger, consolidation, share exchange or similar transaction with any othercorporation other than a transaction which would result in the Company’s votingstock outstanding immediately prior to the consummation of such transactioncontinuing to represent (either by remaining

 

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outstanding or by being converted into voting stock ofthe surviving entity) at least two-thirds (2/3)****ofthe combined voting power of the Company’s or such surviving entity’soutstanding voting stock immediately after such transaction;

 

(f)                                    The Board approves a plan of liquidationor dissolution of the Company or an agreement for the sale or disposition bythe Company (in one transaction or a series of transactions) of all orsubstantially all of the Company’s assets to a person or entity which is not anaffiliate of the Company; or

 

(g)                                 Any other event which shall be deemed bya majority of the members of the Board to constitute a “Change of Control.”

 

Notwithstanding anythingto the contrary contained in this Section 9, the Board is herebyauthorized to make any modifications to the above “Change of Control”definition as it determines in its sole discretion to be necessary for purposesof compliance with Section 409A of the Code, to the extent applicable.

 

10.                                 Withholding.

 

If theCompany or an Affiliate shall be required to withhold any amounts in connectionwith the Awardee’s Restricted Stock Award by reason of any federal, state orlocal tax rules or regulations, the Company or Affiliate shall be entitledto deduct and withhold such amounts.

 

11.                                 Amendment.

 

TheCommittee may amend this Agreement at any time and from time to time; provided,however, that no amendment of this Agreement that would impair theAwardee’s rights or entitlements with respect to the Restricted Shares shall beeffective without the prior written consent of the Awardee.

 

12.                                 Plan Terms.

 

Theterms of the Plan are hereby incorporated herein by reference.

 

13.                                 Effective Date of Award.

 

Theaward of each Restricted Share under this Agreement shall be effective as ofthe date first written above.

 

14.                                 Awardee Acknowledgment.

 

Byexecuting this Agreement, the Awardee hereby acknowledges that he or she hasreceived and read the Plan and this Agreement and that he or she agrees to bebound by all of the terms of both the Plan and this Agreement.

 

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| ATTEST: |       | ARGYLE SECURITY, INC    |
|---------|------------|-------------------------|
|    |       |                    |
|    |       | By:                     |   |
|    |       |                    |
|    |       | Donald F. Neville       |
|    |       |                    |
|    |       | Chief Financial Officer |
|    |       |                    |
|    |       |                    |
|    |       |                    | , Awardee |
|    | ** ** | [Name]                  |
|         |            |                         |  |  |

 

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