**Exhibit10.21**

**FORM OFRESTRICTED STOCK AWARD AGREEMENTUNDERSYMMETRICOM 1999 EMPLOYEE STOCK OPTION PLAN**

This RESTRICTED STOCKAWARD AGREEMENT (the “*Agreement*”)is entered into effective as of the             day of            , 2005(the “*Effective Date*”) betweenSymmetricom, Inc. (the “*Company*”)and                                         (the “*Participant*”).  Any term capitalized but not defined in thisAgreement will have the meaning set forth in the Symmetricom 1999 EmployeeStock Option Plan, as amended from time to time (the “*Plan*”).

The Plan provides forthe grant of Restricted Stock to certain eligible individuals, as approved bythe Committee. In the exercise of its discretion under the Plan, the Committeehas determined that the Participant should receive a Restricted Stock awardunder the Plan and, accordingly, the Company and the Participant hereby agreeas follows:

1.*  Grant*.    TheCompany hereby grants to the Participant a Restricted Stock award (the “*Award*”) of shares of Restricted Stock. TheAward will be subject to the terms and conditions of the Plan and thisAgreement. The Award constitutes the right, subject to the terms and conditionsof the Plan and this Agreement, to shares of the Company’s common stock, parvalue $0.0001 per share (the “*Common Stock*”)upon vesting of the Restricted Stock.

2.*  Restricted Stock and Stock Certificates*.    TheCompany will cause its transfer agent to maintain a book entry account (a “*BEA*”) reflecting the issuance of the Restricted Stock in theParticipant’s name. The Company’s transfer agent will cause the RestrictedStock to be maintained as restricted stock in a BEA, until the Restricted Stockis either: (a) forfeited; or (b) vested. This Agreement will be evidence of theParticipant’s Restricted Stock and no certificate will be issued to Participantupon grant. The Company, or its agent or delegate, will distribute to theParticipant (or, if applicable, the Participant’s designated beneficiary orother appropriate recipient in accordance with Section 5 hereof) certificatesevidencing ownership of shares of Common Stock as and when provided in thisAgreement.

3.*  Rights as Stockholder*.    Onand after the Effective Date, and except to the extent specifically providedherein, the Participant will be entitled to all the rights of a stockholderwith respect to the Restricted Stock, including the right to vote the shares ofRestricted Stock, the right to receive dividends and other distributionspayable with respect to the shares of Restricted Stock, and the right toparticipate in any capital adjustment applicable to all holders of CommonStock. Notwithstanding the foregoing, a distribution with respect to shares ofCommon Stock, other than a regular cash dividend, will be deposited with theCompany and will be subject to the same restrictions as the Restricted Stock.If the Participant forfeits any rights he or she may have under this Award, theParticipant will, on the day following the event of forfeiture, no longer haveany rights as a stockholder with respect to the forfeited portion of theRestricted Stock or any interest therein (or with respect to any shares ofRestricted Stock not then vested), and the Participant will no longer beentitled to receive dividends with respect to the Restricted Stock or vote theRestricted Stock as of any record date occurring thereafter.

4.*  Vesting; Effect of Termination ofEmployment*.    The Participant’s RestrictedStock will become vested as described in the following paragraphs.

(a)  25% ofthe Award shall vest on each of the twelve and twenty-four month anniversariesof the Effective Date, and the remaining 50% of the Award shall vest on thethirty-six month anniversary of the Effective Date, assuming the Participant’scontinued employment with the Company through each such date, such that 100% ofthe Award shall be vested on the three-year anniversary of the Effective Date.

(b)  If theParticipant’s employment with the Company and any of its Affiliates terminatesbefore all of the Award has vested (other than as described in subsection (c)below), he or she will forfeit to the Company for no consideration any portionof the Award that has not yet then vested as of the date of the

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termination. The Company will not have anyfurther obligations to the Participant under this Agreement as to shares ofRestricted Stock that are forfeited as provided herein.

(c)  Notwithstandingsubsection 4(b) above, upon the Participant’s death or Disability, the Awardwill immediately become vested on a pro-rata basis from the date hereof throughthe date of death or Disability.

5.*  Terms and Conditions of Distribution*.    Assoon as practicable upon the execution of this Agreement, the Company willcause its transfer agent to make a BEA reflecting the issuance of theRestricted Stock to the Participant. As soon as practicable upon the vesting ofthe Award, and assuming the Participant has satisfied or made arrangementssatisfactory to the Company to satisfy his or her state and federal taxwithholding obligations in accordance with Section 8 hereof with respect to thevested shares, the Company will cause its transfer agent to make a BEAreflecting the removal of the restrictions on the portion of the Award that hasvested. The Company or its transfer agent will distribute to the Participantcertificates for shares of Common Stock underlying the vested portion of theAward after they vest only if the Participant has satisfied or madearrangements satisfactory to the Company to satisfy his or her state andfederal tax withholding obligations in accordance with Section 8 hereof withrespect to the vested shares, and only if the Participant requests acertificate.

If the Participant diesor becomes subject to a Disability before the Company has made the BEA ordistributed certificates for any shares of Common Stock, the Company will makethe BEA or distribute certificates for those shares of Common Stock and,pursuant to Section 4(c) hereof, shares of Common Stock with respect to thebalance of the Award which the Committee has determined will become vested uponthe Participant’s death or Disability, to the Participant or, in the event ofhis or her death, to the beneficiary designated by the Participant on a formprovided by the Company for this purpose; provided the Participant orbeneficiary has satisfied or made arrangements satisfactory to the Company tosatisfy any state and federal tax withholding obligations in accordance withSection 8 hereof with respect to the vested shares. If the Participant failedto designate a beneficiary, the Company will make the BEA or distributecertificates for those shares of Common Stock in accordance with theParticipant’s will or, if the Participant did not have a will, in accordancewith the laws of descent and distribution. The Company will make the BEA ordistribute certificates for any undistributed vested shares of Common Stock tothe appropriate recipient no later than six months after the Participant’sdeath or Disability.

Notwithstanding theforegoing, the Company will not make any BEA or distribute any shares of CommonStock under this Section 5 before the first date that those shares may bedistributed to the Participant without penalty or forfeiture under federal orstate laws or regulations governing short swing trading of securities. Indetermining whether a distribution would result in such a penalty orforfeiture, the Company and the Committee may rely upon information reasonablyavailable to them or upon representations of the Participant’s legal orpersonal representative.

*6.  TransferRestrictions; Legend on Stock Certificates*.

(a)  Notwithstandinganything to the contrary contained in this Agreement, pursuant to the terms ofthe Plan, no shares of Restricted Stock may be transferred by the Participant(by assignment, sale, pledge, hypothecation or otherwise) before they havevested.

(b)  Participantis familiar with the provisions of Rule 144, promulgated under the SecuritiesAct of 1933, as amended (the “*Securities Act*”)and Section 16 promulgated under the Securities Exchange Act of 1934. Rule 144permits the resale of securities by an “affiliate” (as defined in theSecurities Act), subject to the satisfaction of certain of conditions,including: (1) the resale being made through a broker in an unsolicited “broker’stransaction” or in transactions directly with a “market maker” (as definedunder the Exchange Act), (2) the availability of certain public informationabout the Company, (3) the amount of securities being sold during any threemonth period not exceeding the limitations specified in Rule 144(e), and (4)the timely filing of a Form 144, if applicable. Section 16 short-swing tradingrestrictions prohibit the purchase and sale of securities of the Company bydirectors, executive officers

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and greater than 10% stockholders of theCompany, within the same six month-period and mandate public reportingregarding ownership of the Company’s securities and changes thereunder.

(c)  While theRestricted Stock is maintained by the Company’s transfer agent inuncertificated form in a book entry account, the account will bear anappropriate notation to the effect that the Restricted Stock included in it issubject to the restrictions of this Agreement and Rule 144. The Company mayinstruct its transfer agent to impose stop transfer instructions with respectto any unvested portion of this Award, or with respect to any vested shares ofCommon Stock that cannot be distributed to the Participant, his or herbeneficiary, or his or her estate because the withholding tax obligations havenot been paid to the Company or because distributing the shares would violateRule 144 or federal or state laws or regulations regarding short swingprofits in trading of securities.

(d)  Theforegoing notation and stop transfer instructions will be removed from theaccount maintained for all or any portion of this Award after the conditionsset forth in Sections 4 and 5 of this Agreement and this Section 6 have beensatisfied.

7.*  Delivery of Certificates*.    Despite the provisions of Sections 4 and 5 of this Agreement, the Company isnot required to issue or deliver any certificates for shares of Common Stockunderlying any vested portion of this Award if at any time the Companydetermines that the listing, registration or qualification of such shares ofCommon Stock upon any securities exchange or under any law, or the consent andapproval of any governmental body, or the taking of any other action isnecessary or desirable as condition of, or in connection with, the delivery ofthe shares of Common Stock hereunder, unless listing, registration,qualification, consent, approval or other action has been effected or obtained,free of any conditions not acceptable to the Company.

8.*  Withholding Tax*.    Participant(or his or her beneficiary upon the Participant’s death, as applicable) agreesto satisfy any withholding taxes, whether federal or state, triggered by the vestingof the Restricted Stock granted pursuant to this Award or, if the Participanthas executed an election under Section 83(b) of the Code, by the grant of thisAward. The Participant may satisfy the withholding obligation by rendering cashpayment to the Company or, unless prohibited by the Company, by surrendering tothe Company shares of Common Stock subject to the Award having an aggregateFair Market Value equal to the statutory minimum withholding obligation arisingas a result of the vesting of the Award.

9.*  No Right to Employment or Service*.    Nothingin the Plan or this Agreement will be construed as creating any right in theParticipant to continued employment with the Company, or as altering oramending the existing terms and conditions of the Participant’s employment.

10.*  Breach of Restrictive Covenant*.    TheParticipant agrees and acknowledges that if the Participant breaches anynon-compete, non-solicitation or non-disclosure provision of any agreementbetween the Participant and the Company, including any restrictive covenantcontained in the Participant’s employment agreement, the breach will result inthe immediate termination of this Award and the forfeiture of the RestrictedStock granted to him or her under this Award Agreement, even if and to theextent it may already have vested.

11.*  Nontransferability*.    Neitherany unvested shares of Common Stock under this Award nor any interest of the Participantor any designated beneficiary in or under this Agreement may be assigned ortransferred by voluntary or involuntary act or by operation of law without theCompany’s written consent. Distribution of shares underlying any vested portionof this Award will be made only to the Participant; or, if the Committee hasbeen provided with evidence acceptable to it that the Participant is legallyincompetent, the Participant’s personal representative; or, if the Participantis deceased, to the designated beneficiary or other appropriate recipient inaccordance with Section 5 of this Agreement. The Committee may require personalreceipts or endorsements of a Participant’s personal representative, designatedbeneficiary or alternate recipient. Any effort to otherwise assign or transfer unvestedshares of Common Stock under this Award or any of the rights under thisAgreement will be wholly ineffective, and will be grounds for termination bythe Committee of all rights of the Participant and his or her beneficiary inand under this Agreement.

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12.*  Administration; Plan Document Controls*.    TheCommittee has the authority to manage and supervise the administration of thePlan. Notwithstanding anything in this Agreement to the contrary, the terms ofthis Agreement will be subject to the terms of the Plan to the same extent andwith the same effect as if set forth fully herein. If the terms of thisAgreement conflict with the terms of the Plan, the Plan will control. TheCommittee has the right to resolve all questions which may arise in connectionwith this Agreement. This Agreement is subject to all interpretations,determinations, or other actions made or taken by the Committee regarding thePlan or this Agreement, which interpretations, determinations or other actionswill be final, binding and conclusive.

13.*  Entire Agreement; Governing Law; Reviewby Counsel*.    The Plan and this Agreementconstitute the entire agreement of the parties with respect to the subjectmatter hereof and any and all prior oral or written representations are mergedinto this Agreement. This Agreement and all determinations made and actionstaken pursuant hereto, to the extent not otherwise governed by the Code or thelaws of the United States, will be governed by the laws of the State ofCalifornia, without giving effect to the principles of conflicts of law. TheParticipant acknowledges receipt of a copy of the Plan and represents that heor she is familiar with the terms and provisions of the Plan, and herebyaccepts this Award subject to all of the terms and provisions of the Planeffective as of the Effective Date. The Participant has reviewed the Plan andthis Agreement in their entirety, has had an opportunity to obtain the adviceof counsel prior to executing this Agreement and fully understands allprovisions of the Plan and this Agreement.

14.*  Severability*.    Ifany provision of this Agreement is held to be illegal or invalid for anyreason, the illegality or invalidity will not affect the remaining parts of theAgreement, and the Agreement will be construed and enforced as if the illegalor invalid provision had not been included.

15.*  Binding Effect*.    ThisAgreement will be binding upon and will inure to the benefit of the Company andthe Participant and, as and to the extent provided herein, their respectiveheirs, executors, administrators, legal representatives and assigns.

16.*  Amendment and Waiver*.    Theprovisions of this Agreement may be amended or waived only by written agreementbetween the Company and the Participant, and no course of conduct or failure ordelay in enforcing the provisions of this Agreement will affect the validity,binding effect or enforceability of this Agreement.

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IN WITNESS WHEREOF, theCompany and the Participant have duly executed this Agreement as of the day andyear described in the first paragraph above.
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