Exhibit 10.1 (f)**BSQUARE CORPORATION****THIRD AMENDED AND RESTATED STOCK PLAN****RESTRICTED STOCK GRANT AGREEMENT**     This Restricted Stock Grant Agreement (the “Agreement”) is made as of                     by and between BSQUARE Corporation, a Washington corporation (the“Company”), and                      (“Participant”).     1. **Issuance of Restricted Stock**. Subject to the terms and conditions of thisAgreement, on the date of this Agreement the Company will issue to Participant                     uncertificated shares of the Company’s Common Stock (the “Shares”). The term “Shares”refers to the granted Shares and all securities received in replacement of or in connection withthe Shares pursuant to stock dividends or splits, all securities received in replacement of theShares in a recapitalization, merger, reorganization, exchange or the like, and all new,substituted or additional securities or other properties to which Participant is entitled by reasonof Participant’s ownership of the Shares. The issuance of the Shares shall be subject to theterms, definitions and provisions of the BSQUARE Corporation Third Amended and Restated Stock Plan(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. **Issuance of Shares**. The certificates representing the shares shall not bephysically issued; instead, the Company’s transfer agent will record the Shares electronically inthe stock records of the Company, and Participant will have reasonable access to such records.     3. **Limitations on Transfer**. In addition to any other limitation on transfer createdby applicable securities laws, Participant shall not assign, encumber or dispose of any interest inthe Shares while the Shares are subject to the Company’s Forfeiture Right (as defined below),except in compliance with the provisions below. After any Shares have been released from theForfeiture Right, Participant shall not assign, encumber or dispose of any interest in such Sharesexcept in compliance with applicable securities laws.          (a) **Forfeiture Right**.                    (i) In the event of the voluntary or involuntary termination of Participant’s service as adirector of the Company for any reason (including death or disability), the Company shall upon thedate of such termination (the “Termination Date”) have an irrevocable, exclusive right (the“Forfeiture Right”) to require forfeiture of the Shares held by Participant as of theTermination Date for which the Forfeiture Right has not expired.                    (ii) The Forfeiture Right shall be exercised by the Company by written notice at any timefollowing the Termination Date to Participant or Participant’s executor. Upon delivery of suchnotice, the Shares shall become authorized but unissued capital stock of the Company, withoutfurther action by Participant.                    (iii) The Shares shall be released from the Forfeiture Right on the following schedule:                    .
 

 
          (b) **Assignment and Transfer**. The Forfeiture Right may be assigned by the Company inwhole or in part. Until the Shares have been released from the Company’s Forfeiture Right, theShares may not be transferred, assigned, pledged or hypothecated in any manner (whether byoperation of law or otherwise) other than by will, by the applicable laws of descent anddistribution or pursuant to any qualified domestic relations order, and shall not be subject toexecution, attachment or similar process without the prior written consent of the Company. Anyattempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Shares or of any rightor privilege conferred by this Agreement contrary to the provisions of this Agreement or upon thesale or levy or any attachment or similar process upon the rights and privileges conferred by thisAgreement, shall be null and void.     4. **Restrictions Binding on Transferees**. All transferees of Shares or any interesttherein will receive and hold such Shares or interest subject to the provisions of this Agreement,including, insofar as applicable, the Forfeiture Right. In the event the Forfeiture Right isdeemed exercised by the Company pursuant to Section 3(a)(ii) hereof, the Company may deem anytransferee to have transferred the Shares or interest to Participant prior to their forfeiture tothe Company.     5. **Legends; Stop-Transfer Orders**.          (a) **Legends**. Any electronic record evidencing the Shares shall include substantiallythe following legend (as well as any legends required by applicable state and federal corporate andsecurities laws):THESE SHARES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THECOMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.          (b) **Stop-Transfer Notices**. Participant agrees that, in order to ensure compliancewith the restrictions referred to herein, the Company may issue appropriate “stop transfer”instructions to its transfer agent.          (c) **Refusal to Transfer**. The Company shall not be required (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation of any of the provisionsof this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or paydividends to any purchaser or other transferee to whom such Shares shall have been so transferred.          (d) **Expiration of Forfeiture Right**. Upon the expiration of the Forfeiture Right,appropriate entries will be made in the Company’s stock records and/or the Depository TrustCompany’s DWAC system to reflect Participant’s unrestricted ownership of the Shares.     6. **Section ****83(b)****Election**. Participant understands that Section 83(a) of the InternalRevenue Code of 1986, as amended (the “Code”), taxes as ordinary income the differencebetween the amount paid for the Shares and the fair market value of the Shares as of the date anyrestrictions on the Shares lapse. In this context, “restriction” means the right of theCompany to require the forfeiture of the Shares pursuant to the Forfeiture Right set forth inSection 3(a) of this Agreement. Participant understands that Participant may elect to be taxed atthe time the Shares are issued (i.e., the date of this Agreement), rather than when and as theForfeiture Right expires, by filing an election under Section 83(b) (an “83(b) Election”)of the Code with the Internal Revenue Service within 30 days from the date of issuance. Even ifthe fair market value of the Shares at the time of the execution of this Agreement equals theamount paid for the Shares, the election must be made to avoid income under Section 83(a) in thefuture. Participant understands that failure to file such an election in a timely manner mayresult in adverse tax consequences for Participant. Participant further understands that anadditional
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copy of such election form should be filed with his or her federal income tax return for the calendar yearin which the date of this Agreement falls. Participant acknowledges that the foregoing is only asummary of the effect of United States federal income taxation with respect to the issuance of theShares hereunder, and does not purport to be complete. Participant further acknowledges that theCompany has directed Participant to seek independent advice regarding the applicable provisions ofthe Code, the income tax laws of any municipality, state or foreign country in which Participantmay reside, and the tax consequences of Participant’s death.     7. **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 has had anopportunity to consult counsel regarding the terms), and hereby accepts the Shares and agrees to bebound by the contractual terms as set forth herein and in the Plan. Participant hereby agrees toaccept as binding, conclusive and final all decisions and interpretations of the Plan Administratorregarding any questions relating to the Shares. In the event of a conflict between the terms andprovisions of the Plan and the terms and provisions of this Agreement, the Plan terms andprovisions shall prevail. This Agreement, including the Plan, constitutes the entire agreementbetween Participant and the Company on the subject matter hereof and supersedes all proposals,written or oral, and all other communications between the parties relating 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**