Form of Award Agreement For Restricted Shares



 EXHIBIT 10.2 
 AWARD AGREEMENT FOR RESTRICTED SHARES 
 UNDER THE 
 VASCO DATA SECURITY
INTERNATIONAL, INC. 
 1997 STOCK COMPENSATION PLAN

 THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this “Agreement”) is made as of
[                    ] (the “Effective Date”), between VASCO DATA SECURITY INTERNATIONAL, INC. (the
“Company”) and [                    ] (the “Grantee”). 
 WHEREAS, the Company maintains the VASCO Data Security International, Inc. 1997 Stock Compensation Plan (as amended, the “Plan”) for the
benefit of its employees, directors, consultants, and other individuals who provide services to the Company; and 
 WHEREAS, the Plan permits
the purchase of shares of the Common Stock (as defined below), subject to certain restrictions; and 
 WHEREAS, to compensate the Grantee for
his or her service to the Company and to further align the Grantee’s personal financial interests with those of the Company’s shareholders, the Company wishes to award the Grantee a number of shares of Common Stock, subject to the
restrictions and on the terms and conditions contained in the Plan and this Agreement. 
 NOW, THEREFORE, in consideration of these premises
and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows: 
 1. Grant of Restricted
Shares. The Company hereby grants to the Grantee an award of the shares set forth on Exhibit A hereto (the “Awarded Shares”) of the Company’s common stock, par value of $.001 per share (the “Common
Stock”) subject to the terms and conditions set forth herein and in the Plan. The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Capitalized terms used but not defined
herein shall have the same meaning as defined in the Plan. 
 2. Vesting of Awarded Shares. The Awarded Shares are subject to
forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. 
 (a) Vesting. Awarded Shares
shall become nonforfeitable if and to the extent, based upon the delivery of the applicable audited financial statements of the Company, the Company achieves the performance goals set forth on Exhibit A hereto. For purposes of this Agreement,
the term “Performance Period” shall be the period commencing on January 1, 20         and ending on December 31, 20        .

 (b) Effect of Change in Control. In the event of and contingent upon the occurrence of a Change in Control prior to the last day
of the Performance Period, the Awarded Shares shall become fully vested. 
 (c) Accelerated Vesting upon Death, Retirement or
Disability. If the Grantee’s service with the Company ceases by reason of the Grantee’s death, Disability or Retirement, 100% of the Awarded Shares immediately shall become nonforfeitable immediately prior to (and contingent on) the
occurrence of such death, Disability or Retirement. For purposes of this Section 2(c), the following terms shall have the following meanings: 
 (i) “Disability” means a mental or physical illness that entitles the Grantee to receive benefits under the long-term disability plan of the Company, or if the Grantee is not covered by such a plan, a mental or physical illness
that renders the Grantee totally and permanently incapable of performing the Grantee’s services for the Company. Notwithstanding the foregoing, a Disability shall not qualify if it is the result of (A) a willfully self-inflicted injury or
willfully self-induced sickness; or (B) an injury or disease contracted, suffered, or incurred while participating in a criminal offense. The determination of Disability shall be made by the Committee. The determination of Disability for
purposes of this Agreement shall not be construed to be an admission of disability for any other purpose. 







 (ii) “Retirement” means the cessation of the Grantee’s service as an employee of the
Company after attaining either the normal retirement age or the early retirement age as defined in the principal (as determined by the Committee) tax-qualified plan of the Company, if the Grantee is covered by such a plan, or if the Grantee is not
covered by such a plan, then age 65. 
 (d) All Unvested Shares Forfeited upon Other Cessation of Service. Upon cessation of
Grantee’s service with the Company for any reason other than Grantee’s death, Disability or Retirement, or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Awarded Shares that
have not, prior to such cessation, become nonforfeitable (taking into account the application of Section 2(c), above) shall immediately and automatically, without any action on the part of the Company, be forfeited, and (ii) the Grantee
shall have no further rights with respect to those Awarded Shares. 
 (e) Service with Subsidiaries. Solely for purposes of this
Agreement, service with the Company shall be deemed to include service with any subsidiary of the Company (for only so long as such entity remains a subsidiary). 
 3. Escrow of Shares. 
 (a) Certificates evidencing the Awarded Shares issued under this Agreement
shall be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) (or, if the Awarded Shares are not certificated, shall be entered in the stock record books of the Company as held in escrow by the
Escrow Holder) until such Awarded Shares cease to be subject to forfeiture in accordance with Section 2, at which time, the Escrow Holder shall deliver such certificates representing the nonforfeitable Awarded Shares to the Grantee (or, if the
Awarded Shares are not certificated, the Awarded Shares shall be entered in the stock record books of the Company as held and owned by the Grantee); provided, however, that no certificates for Awarded Shares shall be delivered to the Grantee (or, if
the Awarded Shares are not certificated, no transfer of the Awarded Shares shall be entered in the stock record books of the Company) until appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may
be due with respect to such Awarded Shares. 
 (b) If any of the Awarded Shares are forfeited by the Grantee under Section 2, upon
request by the Company, the Escrow Holder shall deliver any stock certificate(s) evidencing those Awarded Shares to the Company (or, if the Awarded Shares are not certificated, such forfeiture shall be entered in the stock record books of the
Company), and the Company shall then have the right to retain and transfer those Awarded Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise. 
 (c) The Escrow Holder is hereby directed to permit transfer of the Awarded Shares only in accordance with this Agreement or in accordance with
instructions signed by both parties hereto. In the event further instructions are reasonably desired by 








 
the Escrow Holder, he or she shall be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder
shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment. 
 4.
Stock Splits, etc. If, while any of the Awarded Shares remain subject to forfeiture, there occurs any merger, consolidation, reorganization, reclassification, recapitalization, stock split, stock dividend, or other similar change in the
Common Stock, then any and all new, substituted or additional securities or other consideration to which the Grantee is entitled by reason of the Grantee’s ownership of the Awarded Shares shall be immediately subject to the escrow contemplated
by Section 3, deposited with the Escrow Holder and shall thereafter be included in the term “Awarded Shares” for all purposes of the Plan and this Agreement. 
 5. Dividends and Distributions During Restricted Period. The Grantee shall have the right to receive dividends and distributions with respect to
the Awarded Shares; provided, however, that any cash dividends or distributions paid in respect of the Awarded Shares while those Shares remain subject to forfeiture may be delivered to the Grantee only if and when the Awarded Shares giving
rise to such dividends or distributions become nonforfeitable. 
 6. Tax Consequences. The Grantee acknowledges that the Company has
not advised the Grantee regarding the Grantee’s income tax liability in connection with the grant, receipt or vesting of the Awarded Shares. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign
tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that
the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. 
 7. Restrictions on Unvested Awarded Shares. Except for the escrow described in Section 3 or the forfeiture of Awarded Shares to the Company
described in Section 2, the Grantee may not sell, pledge, assign, encumber, hypothecate, gift, transfer, bequeath, devise, donate or otherwise dispose of, in any way or manner whatsoever, whether voluntary or involuntary, any legal or
beneficial interest in any of the Awarded Shares until the Awarded Shares become nonforfeitable in accordance with Section 2. Prior to the Awarded Shares becoming nonforfeitable in accordance with Section 2, share certificates evidencing
Awarded Shares shall bear the following legend to be placed on all certificates evidencing any Awarded Shares (in addition to any other legends that may be required to be placed on such certificates pursuant to the Plan, applicable law or
otherwise): 
 THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) OF THE VASCO DATA SECURITY INTERNATIONAL, INC. 1997 STOCK COMPENSATION PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND VASCO DATA SECURITY INTERNATIONAL, INC. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE
IN THE PRINCIPAL OFFICES OF VASCO DATA SECURITY INTERNATIONAL, INC. AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY. 







 8. Rights of Grantee. Prior to the Awarded Shares becoming nonforfeitable in accordance with
Section 2, with respect to the Awarded Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Awarded Shares and the right to receive any distributions or dividends payable on Shares,
subject to the reinvestment and forfeiture provisions of the Plan and to Sections 4 and 5 hereof. 
 9. Securities Laws. The Company
may from time to time impose any conditions on the Awarded Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3 adopted under the Securities and Exchange Act of 1934 and otherwise complies with
applicable rules and laws. 
 10. General Provisions. 
 (a) This Agreement, together with the Plan, represent the entire agreement between the parties with respect to the purchase of the Awarded Shares and may only be modified or amended in a writing signed by both
parties. 
 (b) Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms
of this Agreement shall be in writing and shall be deemed given on the date and at the time delivered via personal, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at the time telecopied with confirmation
of delivery or, if mailed, on the date five (5) days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered
delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement shall be made to Grantee at the address listed in the Company’s personnel files. If directed to the Company, any such
notice, demand or request shall be sent to the Company’s principal executive office, c/o the Company’s Secretary, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder shall be
sent to the Company’s address, with a copy to the other party not sending the notice. 
 (c) The Company may condition delivery of
certificates for Awarded Shares (or, if the Awarded Shares are not certificated, the entry in the stock record books of the Company of the transfer to the Grantee of the Awarded Shares) upon the prior receipt from Grantee of any undertakings which
it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. 
 (d)
The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Awarded Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the
Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board or the Committee upon any questions arising under the Plan. 
 (e) Neither this Agreement nor any rights or
interest hereunder shall be assignable by the Grantee, his beneficiaries or legal representatives, and any purported assignment in violation hereof shall be null and void. 
 (f) Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to
assert all other legal remedies available to it under the circumstances. 







 (g) The grant of Awarded Shares hereunder shall not confer upon the Grantee any right to continue in
service with the Company or any of its subsidiaries. 
 (h) This Agreement shall be governed by, and enforced in accordance with, the laws
of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. 
 (i) This Agreement may be
executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have duly executed this Award Agreement for Restricted Shares on the
[                    ]. 
  

			
	 VASCO DATA SECURITY
 INTERNATIONAL,
INC.

		
	By:	 	  

	Title:	 	  

	
	GRANTEE