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                                                                  EXHIBIT 10.21


                               ARRIS GROUP, INC.

                          [YEAR] STOCK INCENTIVE PLAN

                        RESTRICTED SHARE GRANT AGREEMENT

ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto [First Name] [Last Name] (the "Participant"), an award (the
"Award") of shares of restricted Common Stock (the "Restricted Stock") upon the
terms and conditions set forth in this Restricted Share Grant Agreement (the
"Agreement").

                                  WITNESSETH:


WHEREAS, the shares of Restricted Stock described in this Agreement have been
granted pursuant to, and are governed by, the Plan (as defined herein);

NOW, THEREFORE, the Company and the Participant hereby agree as follows:

1.       DEFINITIONS. All the definitions set forth in the Plan are hereby
         incorporated in this Agreement. For purposes of this Agreement, the
         following additional terms shall be defined as follows:

         (a)      DISABILITY means "total disability" as defined under the
                  Company's group disability plan then in effect (whether or
                  not the Participant is covered under or eligible to
                  participate in such plan).

         (b)      PLAN means the ARRIS Group, Inc. [Year] Stock Incentive Plan,
                  as amended from time to time.

         (c)      SHARES shall have the meaning given such term in Section 2 of
                  this Agreement.

         (d)      TAX-RELATED ITEMS means all tax, social insurance and payroll
                  tax that may arise and fall due in relation to the grant,
                  vesting or sale of the Shares granted under this Agreement.

         (e)      VESTING DATE means a date upon which the restrictions
                  contained in Section 3 of this Agreement lapse with respect
                  to any portion of the Shares (but only with respect to the
                  Shares vested at such Vesting Date), which date shall be
                  determined in accordance with Section 4 of this Agreement.

2.       GRANT OF RESTRICTED STOCK. The Participant is hereby granted [number
         of] shares of Restricted Stock (the "Shares") of the Company's Common
         Stock, par value $0.01, on [Month] [Day], [Year] (the "Grant Date").
         The Shares are being granted under the Plan and are subject to the
         terms and conditions set forth in this Agreement.

3.       RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
         restrictions until their respective Vesting Dates:


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         (a)      Forfeiture on Termination. Subject to Section 4 of this
                  Agreement, if the Participant's employment with the Company
                  terminates for any reason prior to the Vesting Date for a
                  given portion of the Shares, the Participant shall forfeit
                  all rights with respect to such unvested Shares, as of the
                  date the Participant's employment terminates.

         (b)      Nontransferability. Prior to the Vesting Date with respect to
                  a given portion of the Shares, such unvested Shares shall be
                  nontransferable and may not be sold, hypothecated or
                  otherwise assigned or conveyed by a Participant to any party,
                  except as otherwise provided in Section 9(d) in this
                  Agreement.

         (c)      Additional Shares. Any shares of Common Stock accruing to
                  Shares as a result of any adjustment under Section 9(h) of
                  this Agreement will be subject to the same restrictions (and
                  have the same Vesting Dates) as the Shares to which they
                  accrue.

4.       VESTING.

         (a)      Regular Vesting. Except as set forth in Sections 4(b) and
                  4(c) of this Agreement, the restrictions on the Shares will
                  expire with respect to a percentage of the Shares granted as
                  of the Vesting Dates set forth below:


<TABLE>
<CAPTION>
                   PERCENTAGE OF SHARES ON
                  WHICH RESTRICTIONS EXPIRE                  VESTING DATE

                  <S>                                 <C>
                          [xx]%                       [#] Months from the Grant Date

                          [xx]%                       [#] Months from the Grant Date

                          [xx]%                       [#] Months from the Grant Date

                          [xx]%                       [#] Months from the Grant Date
</TABLE>

         (b)      Accelerated Vesting Upon Certain Events. Notwithstanding the
                  regular vesting rule specified in Section 4(a) of this
                  Agreement, the restrictions on the Shares will expire with
                  respect to 100% of the Shares upon the earliest to occur of
                  the following Vesting Dates:

                  i.       on the date that the Participant is deemed to have a
                           Disability; or

                  ii.      on the date of the Participant's death prior to
                           his/her termination of employment with the Company.

         (c)      Termination. Notwithstanding anything in this Agreement to
                  the contrary, if the Company terminates the Participant's
                  employment, this Agreement shall be ter-


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                  minated and all Shares on which the restrictions have not
                  expired shall be forfeited, unless and to the extent that the
                  Committee determines that such forfeiture would violate
                  applicable law.

5.       DELIVERY OF SHARES.

         (a)      Granted Shares. The Shares awarded under this Plan shall be
                  held in escrow with the Secretary of ARRIS Group, Inc. Such
                  Shares shall be subject to the restrictions described in
                  Section 3 of this Agreement until the Vesting Date for such
                  Shares. Such Shares, when issued in accordance with this
                  Agreement, shall be deemed to be fully paid and
                  nonassessable.

         (b)      Vested Shares. Within ten (10) business days after a Vesting
                  Date, the Shares vesting on such Vesting Date will be
                  released from our custody and delivered to the Participant's
                  address of record. Thereafter, the Participant shall enjoy
                  full shareholder and ownership rights with respect to such
                  Shares, subject to applicable securities laws.

6.       OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section
         4 of this Agreement, the Participant shall not have the right to vote
         or the right to receive any dividends with respect to such unvested
         Shares. Participant hereby waives any and all rights to vote or to
         receive dividends with respect to any unvested Shares. Upon the
         vesting of the Shares under this Agreement, the Participant shall
         exercise all ownership rights (including, without limitation, the
         right to vote and the right to receive dividends) with respect to such
         vested Shares, provided that voting and dividend rights with respect
         to the Shares will be exercisable only if the record date for
         determining shareholders entitled to vote, or to receive dividends,
         falls on or after the Vesting Date and before the effective date of a
         forfeiture of the Shares under Section 3 or Section 4 of this
         Agreement.

7.       DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any
         provision in this Agreement to the contrary, if any law or regulation
         of any governmental authority having jurisdiction in the matter
         requires the Company, the Committee or the Participant to take any
         action or refrain from action in connection with the delivery of
         Shares under this Agreement, or to delay such delivery, then the
         delivery of such Shares shall be deferred until such action has been
         taken or such restriction on action has been removed.

8.       TERMINATION DATE. The Participant's date of termination of employment
         from the Company shall be deemed for purposes of this Agreement to be
         his/her last day of active work for the Company; provided, however,
         that for all purposes of this Agreement, the Participant shall be
         deemed actively at work during any period the Participant is on
         approved paid medical leave or during the protected reemployment
         period applicable to any Participant on military leave.

9.       GENERAL PROVISIONS. By executing this Agreement, the Participant
         acknowledges that he/she has read, understands and agrees with all of
         the provisions in this Agreement and the Plan, including (but not
         limited to) the following:


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         (a)      Authority of the Committee. In accordance with Section 2 of
                  the Plan, the Committee shall have the authority to
                  administer the Agreement and the Plan; to make all
                  determinations with respect to the construction and
                  application of this Agreement, the Plan, and the resolutions
                  of the Board of Directors establishing the Plan; to adopt and
                  revise rules relating to this Agreement and the Plan; to hire
                  the Agent with respect to its administrative responsibilities
                  under this Agreement and the Plan; and to make other
                  determinations which it believes are necessary or advisable
                  for the administration of this Agreement and the Plan. Any
                  dispute or disagreement which arises under this Agreement or
                  the Plan shall be resolved by the Committee in its absolute
                  discretion. Any such determination, interpretation,
                  resolution, or other action by the Committee shall be final,
                  binding and conclusive with respect to the Participant and
                  all other persons affected thereby.

         (b)      Notices. Any notice which is required or permitted under this
                  Agreement shall be in writing, and delivered personally or by
                  mail, postage prepaid, addressed as follows: (i) if to the
                  Company, at 3871 Lakefield Drive, Suwanee, GA 30024,
                  Attention: Bob Halbert, VP - Human Resources, or at such
                  other address as the Company by notice to the Participant may
                  have designated from time to time; (ii) if to the
                  Participant, at the address indicated in the Participant's
                  then-current personnel records, or at such other address as
                  the Participant by notice to the Company may have designated
                  from time to time. Such notice shall be deemed given upon
                  receipt.

         (c)      Responsibility for Taxes. The ultimate liability for any and
                  all Tax-Related Items is and remains the Participant's
                  responsibility and liability, and the Company and/or the
                  Participant's employer (a) make no representations or
                  undertakings regarding the treatment of any Tax-Related Items
                  in connection with any aspect of the grant under this
                  Agreement, including the grant, vesting and the subsequent
                  sale of Shares acquired under the Plan; and (b) do not commit
                  to structure the terms of the grant or any aspect of the
                  Restricted Share grant to reduce or eliminate the
                  Participant's liability for Tax-Related Items.

         Prior    to the applicable Vesting Date, the Participant shall pay or
                  make adequate arrangements satisfactory to the Company to
                  satisfy all withholding obligations of the Company. The
                  Participant authorizes the Company to withhold all applicable
                  Tax-Related Items legally payable by the Participant from the
                  Participant's salary or other cash compensation paid to the
                  Participant by the Company. Alternatively, or in addition,
                  the Committee or its delegate, in its sole discretion and
                  pursuant to such procedures as it may specify from time to
                  time, and if permitted by local law, may permit the
                  Participant to satisfy such tax withholding obligation, in
                  whole or in part, by such other methods as the Committee may
                  deem appropriate.

         (d)      Nontransferability. This Agreement and the Shares granted to
                  the Participant shall be nontransferable and shall not be
                  sold, hypothecated or otherwise assigned or conveyed by the
                  Participant to any other person, except as specifically
                  permitted in this Agreement. No assignment or transfer of
                  this Agreement or the rights


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                  represented thereby, whether voluntary or involuntary, or by
                  operation of law or otherwise, shall vest in the assignee or
                  transferee any interest or right whatsoever, except as
                  specifically permitted in this Agreement. The Agreement shall
                  terminate, and be of no force or effect, immediately upon any
                  attempt to assign or transfer this Agreement or any of the
                  Shares granted under this Agreement.

         (e)      Designation of Beneficiary. Notwithstanding anything in
                  Section 9(d) of this Agreement to the contrary, the
                  Participant may designate a person or persons to receive, in
                  the event of his/her death, any rights to which he/she would
                  be entitled under this Agreement. Such a designation shall be
                  filed with the Company in accordance with uniform procedures
                  specified by the Committee. The Participant may change or
                  revoke a beneficiary designation at any time by filing a
                  written statement of such change or revocation with the
                  Company in accordance with uniform procedures specified by
                  the Committee. No beneficiary designation or change of
                  beneficiary designation will be effective until notice
                  thereof is received. If a Participant fails to designate a
                  beneficiary or if the beneficiary predeceases the
                  Participant, the Participant's estate shall be deemed to be
                  his/her beneficiary for purposes of this Agreement.

         (f)      No Shareholder Rights. Until Shares have vested in accordance
                  with the provisions of Section 4 of this Agreement, the
                  Participant shall have no rights as a shareholder of the
                  Company (including, without limitation, the right to vote or
                  the right to receive dividends with respect to such Shares),
                  and shall not be deemed to be a shareholder of the Company
                  for any purpose as a result of any grant of Shares to the
                  Participant.

         (g)      Nature of Grant. (i) the Plan is discretionary in nature;
                  (ii) the grant of the Shares under this Agreement is
                  voluntary and does not create any contractual or other right
                  to receive future grants under the Plan, or benefits in lieu
                  of grants even if such grants have been granted repeatedly in
                  the past; (iii) all decisions with respect to any such future
                  grants will be at the sole discretion of the Company; (iv)
                  the Participant's participation in the Plan shall not create
                  a right to further employment with the Participant's employer
                  and shall not interfere with the ability of the Participant's
                  employer to terminate the Participant's employment
                  relationship at any time with or without Cause; (v) the
                  Participant's participation in the Plan is voluntary; (vi)
                  the value of the Shares is an extraordinary item of
                  compensation which is outside the scope of the Participant's
                  employment contract, if any; (vii) the Shares are not part of
                  the Participant's normal or expected compensation or salary
                  for any purposes, including, but not limited to, calculating
                  any severance, resignation, redundancy, end of service
                  payments, bonuses, long-service awards, pension or retirement
                  benefits or similar payments; (viii) the future value of the
                  Shares is unknown and cannot be predicted with certainty; and
                  (ix) no claim or entitlement to compensation or damages
                  arises from termination of the Shares or diminution in value
                  of the Common Stock and the Participant irrevocably releases
                  the Company from any such claim that may arise.


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         (h)      Corporate Restructuring/Capital Readjustments. Nothing in
                  this Agreement shall abridge the rights or powers of the
                  Company or its stockholders from taking any action affecting
                  the Common Stock, and appropriate adjustments to the number
                  of Shares granted in this Agreement shall be made to account
                  for any such actions as deemed appropriate by the Committee.

         (i)      Fractional Shares. Notwithstanding anything in this Agreement
                  to the contrary, in the event that any adjustment to the
                  number of Shares or any vesting calculation pursuant to this
                  Agreement would otherwise result in the creation of a
                  fractional share interest, the affected number or vested
                  portion shall be rounded up to the nearest whole share.

         (j)      Amendment or Termination. This Agreement may be amended or
                  terminated at any time by the mutual agreement and written
                  consent of the Participant and the Company, but only to the
                  extent permitted under the Plan.

         (k)      Governing Instrument. This Agreement is subject to all terms
                  and conditions of the Plan and shall at all times be
                  interpreted in a manner that is consistent with the intent,
                  purposes and specific language of the Plan.

         (l)      Severability. If any provision of this Agreement should be
                  held illegal or invalid for any reason by the Company or
                  court of applicable jurisdiction, such determination shall
                  not affect the other provisions of this Agreement, and it
                  shall be construed as if such provision had never been
                  included herein.

         (m)      Headings. Headings in this Agreement are for convenience only
                  and shall not be construed to be part of this Agreement.

         (n)      Governing Law. This Agreement shall be construed, and its
                  provisions enforced and administered, in accordance with the
                  laws of the State of Georgia and, where applicable, federal
                  law.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers under its corporate seal, and the
Participant has executed this Agreement, as of the day and year first above
written.


                                        ARRIS GROUP, INC.

                                        By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------

"Participant"


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Signature

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Name

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Date


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