Exhibit 10.1 (g)**BSQUARE CORPORATION****THIRD AMENDED AND RESTATED STOCK PLAN****RESTRICTED STOCK UNIT AGREEMENT**     This Restricted Stock Unit Agreement (the “Agreement”) is made as of                     by and between BSQUARE CORPORATION, a Washington corporation (the “Company”), and                                         (the “Participant”).     1. **Award of Restricted Stock Units**. Subject to the terms and conditions of thisAgreement, on the date of this Agreement the company will award to ParticipantRestricted Stock Units representing                      (___) shares of Common Stock (the“Units”). The award of the Units shall be subject to the terms, definitions and provisionsof the BSQUARE Corporation Third Amended and Restated Stock Plan (now and as amended in the future,the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference.Unless otherwise defined in this Agreement, the terms used in this Agreement shall have themeanings defined in the Plan.     2. **Payment for the Units**. No payment is required for the Units that Participant isreceiving.     3. **Vesting Schedule**. The Units shall vest on the following schedule:                                         .     4. **Forfeiture of Units**. If Participant’s employment or contractual relationship withthe Company terminates for any reason, then Participant’s Units will be forfeited to the extentthat they have not vested before the termination date and do not vest as a result of thetermination. This means that the Units that have not already vested will immediately be cancelled.Participant will receive no payment for Units that are forfeited. Unless otherwise required byapplicable law, the Company determines when Participant’s employment or contractual relationshipwith the Company terminates for this purpose.     5. **Units Not Transferable**. The Units may not be transferred, assigned, pledged orhypothecated in any manner (whether by operation of law or otherwise) other than by will, by theapplicable laws of descent and distribution or pursuant to any qualified domestic relations order,and shall not be subject to execution, attachment or similar process. Upon any attempt totransfer, assign, pledge, hypothecate or otherwise dispose of the Units or of any right orprivilege conferred hereby contrary to the provisions hereof, or upon the sale or levy or anyattachment or similar process upon the rights and privileges conferred hereby, the Units shallthereupon terminate and become null and void.     6. **Restrictions on Resale**. By accepting the Units, Participant agrees not to sell anyshares of Common Stock at a time when applicable laws, Company policies or an agreement between theCompany and its underwriters prohibit a sale. This restriction will apply as long as Participant’semployment or contractual relationship with the Company continues and for such period of time afterthe termination of such employment or contractual relationship as the Company may specify.     7. **Adjustments**. In the case of any stock split, stock dividend or like change in thenature of shares granted by this Agreement, the number of Units shall be proportionately adjustedas set forth in the Plan.     8. **Settlement of Units**. Each of Participant’s Units will be settled when it vests,unless Participant and the Company have agreed to a later settlement date. At the time ofsettlement, Participant
 

 
will receive one share of Common Stock for each vested Unit. The Company, at its sole discretion,may substitute an equivalent amount of cash if the distribution of stock is not reasonablypracticable due to the requirements of applicable law. The amount of cash will be determined on thebasis of the Fair Market Value of the Company’s Common Stock at the time of settlement, as furtherdescribed in the Plan.     9. **Participant Acknowledgments**. The Participant acknowledges that he or she has readand understands the terms of this Agreement and the Plan, and that:               (a) The Units are mere bookkeeping entries and, as such, represent only the Company’s unfundedand unsecured promise to issue shares of Common Stock on a future date, therefore, as a holder ofUnits, Participant has no rights other than the rights of a general creditor of the Company;               (b) The Units carry neither voting rights nor rights to cash dividends, and Participant has norights as a shareholder of the Company unless and until Participant’s Units are settled by issuingshares of Common Stock;               (c) No shares of Common Stock will be distributed to Participant unless Participant has madeacceptable arrangements to pay any withholding taxes that may be due as a result of the settlementof the Units (with the Company’s consent, these arrangements may include (i) withholding shares ofCommon Stock that otherwise would be issued to Participant when the Units are settled or (ii)surrendering shares of Common Stock that Participant previously acquired, in each case, the fairmarket value of these shares, determined as of the date when taxes otherwise would have beenwithheld in cash, will be applied to the withholding taxes); and               (d) This Agreement does not constitute an employment agreement nor does it entitle theParticipant to any specific employment or to employment for a period of time and that theParticipant’s continued employment, if any, with the Company shall be at will and is subject totermination in accordance with the Company’s prevailing policies and any other agreement betweenthe Participant and the Company.     10. **Professional Advice**. The acceptance of the Units and the sale of Common Stockissued pursuant to such Units may have consequences under federal and state tax and securities lawswhich may vary depending on the individual circumstances of the Participant. Accordingly, theParticipant acknowledges that the Participant has been advised to consult his or her personal legaland tax advisor in connection with this Agreement and the Participant’s dealings with respect tothe Units or the Common Stock.     11. **Effect of Agreement**. Participant acknowledges receipt of a copy of the Plan andrepresents that he or she is familiar with the terms and provisions thereof, and hereby accepts theUnites and agrees to be bound by the contractual terms as set forth herein and in the Plan.Participant hereby agrees to accept as binding, conclusive and final all decisions andinterpretations of the Plan Administrator regarding any questions relating to the Units. In theevent of a conflict between the terms and provisions of the Plan and the terms and provisions ofthis Agreement, the Plan terms and provisions shall prevail. This Agreement, including the Plan,constitutes the entire agreement between Participant and the Company on the subject matter hereofand supersedes all proposals, written or oral, and all other communications between the partiesrelating to such subject matter.*[Signature Page Follows]*
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     The parties have executed this Agreement as of the date first set forth above.      **BSQUARE CORPORATION**