**Exhibit
10.81**
 **Form
of Digital Angel Corporation**
 **Restricted
Stock Award Agreement**
 
 
 **Participant:**
    _______________________________**Grant
      Date:**
    __________________________,
      20___**Number
      of Shares of Restricted Stock**
    Shares**Restricted
      Stock Award Reference No.:**
    RS-__________________
  THIS
RESTRICTED STOCK AWARD AGREEMENT is made as of the Grant Date set forth above by
and between Digital Angel Corporation, a Delaware corporation (the “Company”),
and the individual named above (the “Participant”) pursuant to the terms of the
Amended and Restated Digital Angel Corporation Transition Stock Option Plan, as
such Plan may be amended from time to time (the “Plan”).
 
 The
Company desires, by granting to the Participant shares of the Company’s common
stock, par value $0.005 per share (the “Common Stock”), as hereinafter provided,
to provide Participant with incentive to achieve corporate objectives.
 
 NOW,
THEREFORE, in consideration of the provision of services by Participant to the
Company, the mutual covenants hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
 
 1.  Grant
of Shares of Restricted Stock . The
Company hereby grants to the Participant the number of shares of Common Stock
set forth above (the “Restricted Stock”) on the terms and conditions set forth
in this Agreement.
  
  
 2. Restrictions
on Transfer; Forfeiture .
 
 a. The
shares of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant until such shares of Restricted Stock
are vested as hereinafter provided. Any attempt to dispose of shares of
Restricted Stock in a manner contrary to these restrictions shall be void and of
no force or effect.
 
 b. If the
Participant’s active employment or other service with the Company or with an
Affiliate is terminated for any reason before the shares of Restricted Stock are
vested, including because of the disability of the Participant but not upon the
death of the Participant, all shares of Restricted Stock shall immediately and
automatically terminate and be forfeited to the Company, and neither the
Participant nor any of the Participant’s heirs, personal representatives,
successors or assigns shall have any rights with respect to such Restricted
Stock.
  c. The
Participant’s death shall not affect this grant of shares of Restricted Stock,
which shall continue under the same terms and conditions for the benefit of the
Participant’s heirs, personal representatives and/or legatees according to the
Participant’s will or the laws of descent and distribution.
  3. Vesting;
Term .
  a. The
shares of Restricted Stock awarded to Participant pursuant to Section 1
shall vest, and the restrictions on said shares shall terminate, as to the
number of shares of Restricted Stock determined in reference to the following
schedule or the occurrence of either a “Change of Control” (as such term is
defined in Participant’s employment agreement with Applied Digital Solutions,
Inc.) or in the event that the Participant ceases to be the Chairman of the
Company’s Board of Directors.
 
 Percentage
      of Shares
      of
      Restricted Stock
    Vesting
      Dates50%
    First
      Anniversary Date of this Agreement50%
    Second
      Anniversary Date of this Agreement
 
 b. This
award of Restricted Stock shall terminate and be of no force or effect as to any
shares of Restricted Stock not vested on or before ten years from the Grant
Date.
 
 4. Stock
Certificates .
 
 a. The
Company will issue a stock certificate in the name of the Participant
representing the shares of Restricted Stock granted under this Plan. The
Participant agrees that the Company will hold such stock certificate in custody
until the shares of Restricted Stock vest or terminate and are forfeited, and
that the certificate may bear an appropriate legend referring to the terms,
conditions and restrictions applicable to the grant of shares of Restricted
Stock substantially in the following form:
   - 2
-
  
  The
transferability of the shares of common stock represented by this certificate is
subject to the terms and conditions of the Amended and Restated Digital Angel
Corporation Transition Stock Option Plan and a Restricted Stock Award Agreement
entered into under such Plan between the registered owner of this stock
certificate and Digital Angel Corporation. Copies of such Plan and Agreement are
on file at the offices of Digital Angel Corporation.
  b. As a
condition of this award, the Participant agrees that, simultaneously with the
execution of this Agreement, the Participant will execute and deliver to the
Company a stock power in the form attached hereto as Exhibit
A ,
endorsed in blank, relating to each certificate evidencing the shares of
Restricted Stock.
  5. Consideration
for Restricted Shares . The
Participant is not required to pay any consideration to the Company or its
Affiliates upon the grant or vesting of the shares of Restricted Stock other
than the rendering of services for the Company.
 
 6. Dividends . The
Participant shall have the right to receive dividends and other distributions
with respect to the shares of Restricted Stock; provided, however, that all
dividends in stock, all stock rights and all stock issued upon split-ups or
reclassifications shall be subject to the same restrictions as the shares
Restricted Stock upon which such stock dividends, rights or additional shares
are issued, and shall be held in custody by the Company until the restrictions
thereon shall have lapsed.
 
 7. Employment
and Retention . The
shares of Restricted Stock granted hereunder will not confer upon the
Participant any right with respect to continuance of employment, service or
other retention by the Company, nor will they interfere in any way with the
Company’s right to terminate Participant’s employment, service or other
retention at any time for any reason or for no reason.
 
 8. Income
Tax Withholding; Tax and Financial Advice . The
Company shall have the right to require the payment (through withholding from
the Participant’s salary or otherwise) of any federal, state or local taxes
required by law to be withheld with respect to the grant of the shares of
Restricted Stock or the vesting of such shares of Restricted Stock. The
Participant acknowledges and represents to the Company that the Participant has
obtained advice with respect to the tax and other financial consequences of the
grant of the shares of Restricted Stock including, without limitation, advice
with respect to the election that the Participant may make under Section 83(b)
of the Code.
 
 9. Plan
Governs . The
provisions of this Restricted Stock Agreement are subject to the Plan, and if
any provision of this Restricted Stock Agreement conflicts with the Plan, the
provisions of the Plan shall govern. All capitalized terms used but not defined
in this Restricted Stock Agreement shall have the same meanings ascribed to them
in the Plan. The Participant acknowledges and represents to the Company that the
Participant has received a copy of the Plan, the Participant has reviewed the
Plan and this Agreement and/or had them reviewed by the Participant’s advisors
to the Participant’s satisfaction, and that the Participant understands the Plan
and this Agreement.
  - 3
-
  
 
 10. Interpretation . The
interpretation and construction of any provision of this Restricted Stock
Agreement, including whether a Vesting Event has occurred on or before a Vesting
Date, shall be made by the Committee and shall be final, conclusive and binding
on the Participant and all other persons.
   - 4
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  **IN
WITNESS WHEREOF** , the
Company has caused this Agreement to be executed in its corporate name by its
duly authorized officers and the Participant has executed this Agreement, as of
the Grant Date set forth above.
  
 DIGITAL ANGEL CORPORATIONBy:
    __________________________________Signature__________________________________Name
      Typed or PrintedIts:
      ___________________________________Title Typed or PrintedPARTICIPANT:_____________________________________Signature_____________________________________Name
      Typed or PrintedParticipant’s
      Address:_______________________________________________________________________________________________________________Participant’s
      Social Security or TaxIdentification
      Number:_____________________________________
 
 
  
 - 5
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   **EXHIBIT
A**
 
 **STOCK
POWER**
 **(Assignment
Separate from Certificate)**
 
 
 **For
Value Received** ,
__________________________________ hereby sells, assigns and transfers
unto  ____________________________________
(______) shares of the non-voting common stock of Digital Angel Corporation (the
“Company”) standing in his/her/its name on the books of the Company represented
by Stock Certificate No. ________ herewith and does hereby irrevocably
constitute and appoint ______________________________________ attorney-in-fact
to transfer the said stock on the books of the Company with full power of
substitution in the premises.
 
 Dated:
____________
 ______________________________
 Signature
 
 ______________________________
 Name Typed or
Printed
 
 IN
PRESENCE OF
 
 ______________________________