Form of Non-Employee Director Restricted Stock Award



 Exhibit 10.20 

INDEPENDENT DIRECTOR RESTRICTED STOCK AWARD 

THIS STOCK AWARD (“Award”) is granted this              day
of     , 20             by Westell Technologies, Inc., a Delaware corporation (“Westell Technologies”) to
            (the “Director”). 
 WHEREAS,
Westell Technologies is of the opinion that its interests will be advanced by granting Director a proprietary interest in Westell Technologies, thus providing Director with a more direct stake in Westell Technologies’ welfare and creating a
closer relationship between Director’s interests and those of Westell Technologies; 
 NOW, THEREFORE, in consideration of
services rendered to Westell Technologies by the Director and the services and other conditions required hereunder, Westell Technologies hereby grants this Award to Director pursuant to the WESTELL TECHNOLOGIES, INC. 2004 STOCK INCENTIVE PLAN on the
terms expressed herein. 
 1. Stock Award. Westell Technologies hereby grants to Director an award of
             (            ) shares of Class A common stock of Westell Technologies (the “Award Shares”),
subject to the forfeiture and nontransferability provisions set forth in Sections 2 and 3, respectively, and the other terms and conditions set forth herein. 

2. Restrictions. Except for such proportions as shall have been released pursuant to Section 4 from the forfeiture period set
forth in Section 3, the Director shall not sell, assign, transfer, convey, pledge, hypothecate, encumber, donate or otherwise dispose of any of the Award Shares under any conditions (and any disposition or attempted disposition shall be void
and of no force or effect whatsoever) until             , at which time the Award Shares shall be released from the restrictions herein if the Director is then a member of the board
of directors of Westell Technologies. 
 3. Forfeiture. Except for such vesting as may occur pursuant to Section 4
below, if Director’s position as a member of the board of directors of Westell Technologies terminates prior to             , for any reason, whether such termination is
voluntary or involuntary and whether it occurs by reason of resignation, expiration of term without reelection, removal, or otherwise, any Award Shares not yet vested shall be immediately forfeited and returned to Westell Technologies without any
payment or other consideration for the shares. In connection therewith, Director has executed and delivered to Westell Technologies stock powers endorsed in blank and grants Westell Technologies an irrevocable power of attorney to transfer forfeited
Award Shares to Westell Technologies. 
 4. Vesting. (a) On
            , 25% of the Award Shares shall become vested and nonforfeitable if Director is then a member of the board of directors of Westell Technologies. 

(b) On             , an additional 25% of the Award Shares shall
become vested and nonforfeitable if Director is then a member of the board of directors Westell Technologies. 







 (c) On             , an
additional 25% of the Award Shares shall become vested and nonforfeitable if Director is then a member of the board of directors of Westell Technologies. 

(d) On             , the last 25% of the Award Shares shall become
vested and nonforfeitable if Director is then a member of the board of directors of Westell Technologies. 
 5. Legend.
Certificates representing the Award Shares (and any shares received in respect of the Award Shares as contemplated by Paragraph 7) shall bear a legend as follows: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN
THE ISSUER AND THE HOLDER DATED             , A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

 6. Dividends. Director shall be entitled to receive and retain all dividends and other distributions paid on the Award
Shares granted under this Award that have not been forfeited except for stock dividends on unvested Award Shares (which shall be subject to Section 7). Director shall not be entitled to receive any dividends or other distributions on any Award
Shares that are paid after the Award Shares have been forfeited. 
 7. Adjustments and Certain Distributions. In the
event that, prior to the termination of the restrictions hereunder on all the Award Shares, Westell Technologies shall have effected one or more stock splits, stock dividends or other increases of its common stock outstanding without receiving
consideration therefore, all stock received by Director in respect of the Award Shares that are then subject to the restrictions and risk of forfeiture hereunder shall also be held subject to such restrictions and risk of forfeiture. In addition,
any stock or other securities of any Westell Technologies subsidiaries received by Director in respect of any Award Shares that are then subject to the restrictions and risk of forfeiture hereunder shall also be held subject to such restrictions and
risk of forfeiture. 
 8. Non-Transferability. This Award and the rights and privileges conferred by this Award are
personal to Director and shall not, until vested, be sold, assigned, transferred, conveyed, pledged, hypothecated, encumbered or donated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or
similar process. 
 9. Withholding Taxes. Under current law and based upon the status of Director as a nonemployee member
of the board of directors of Westell Technologies, lapse of restrictions does not create a withholding obligation. Should any change in law or Director’s status require withholding, the lapse of restrictions on the Award Shares is conditioned
on any applicable withholding taxes having been collected by lump sum payroll deduction or by direct payment by the Director to Westell Technologies. If Director does not make such payment when requested, Westell Technologies may refuse to deliver
the Award Shares and to remove the legend on the Award Shares unless and until arrangements satisfactory to Westell Technologies for such payment have been made. 







 IN WITNESS WHEREOF, Westell Technologies has caused this Award to be granted on the date first above
written. 
  

			
	Westell Technologies, Inc.
		
	By:	 	  

	Title	 	  

	
	ACCEPTED:
	  









 ASSIGNMENT SEPARATE FROM CERTIFICATE 

ASSIGNMENT OF RESTRICTED STOCK THAT HAS BEEN FORFEITED UNDER TERMS OF
                     STOCK AWARD 

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to Westell Technologies, Inc.,
                                         
    shares of Class A Common Stock of Westell Technologies, Inc., standing in the name of the undersigned on the books of the corporation represented by Certificate No.
                    , and does hereby irrevocably constitute and appoint
                    to transfer said stock on the books of the corporation with full power of substitution in the premises. 

 

			
		 	Dated:                     
		
		 	ACCEPTED: