**Exhibit 10.1**

 

**NIC INC. 2006 AMENDED AND RESTATEDSTOCK OPTION AND INCENTIVE PLAN**

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**Restricted Stock Agreement**

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The Companyseeks to provide a means by which the Company, through the grant of the Sharesto the Grantee, may retain the Grantee’s services and motivate the Grantee toexert his or her best efforts on behalf of the Company and any Affiliate;

 

NOW,THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and adequacy of which is hereby acknowledged, theparties agree as follows:

 

# **1.             Grant of Restricted Stock**. NIC Inc.,a Colorado corporation (the “Company”), hereby grants to                  (“Grantee”), as of           ,20     (the “Grant Date”)             shares of the Company’s no par value Common Stock (the “Shares”), subject tothe restrictions, terms, conditions and other provisions of this RestrictedStock Agreement (the “Agreement”) and of the NIC Inc. 2006 Amended and RestatedStock Option and Incentive Plan (the “Plan”), which restrictions, terms,conditions and other provisions are incorporated herein by this reference. Unlessotherwise defined herein, the terms defined in the Plan shall have the samedefined meanings in this Agreement.

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A certificatefor the Shares granted pursuant to this Agreement will be issued to Granteefollowing the lapse of all restrictions and the compliance with all terms andconditions set forth in this Agreement and the Plan (subject to any adjustmentto the number of Shares as provided in Section 3 hereof). Notwithstanding theforegoing, in the event of separation or termination of the Grantee’semployment with the Company for any reason, including as a result of theGrantee’s retirement, death or disability, all unreleased, restricted Sharesshall be forfeited upon such separation or termination.

 

# **2.             Restrictions**.

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## **(a)          **No Shares shall be released from restrictionsuntil the anniversary of the Grant Date specified on Exhibit A andcompliance with any other conditions specified on Exhibit A of thisAgreement, subject to earlier release pursuant to the terms of this Agreement(the “Release Date”).

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## **(b)          **From the date of this Agreement until the ReleaseDate, Grantee shall not sell, assign, exchange, transfer, pledge, hypothecateor otherwise dispose of or encumber any of the Shares.

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# **3.             Terms and Conditions**.

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## **(a)           Adjustments in Eventof Change in Common Stock**. If any change is made in the Shares, without the receipt ofconsideration by the Company (through merger, consolidation, reorganization,recapitalization, reincorporation, stock dividend, dividend in property otherthan cash, stock split, liquidating dividend, combination of shares, exchangeof shares, change in corporate structure or other transaction not

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## involving the receipt ofconsideration by the Company), the number of Shares will be appropriatelyadjusted in the class(es) and number of shares and price per share of stock ofthose subject Shares in such manner as the Board may deem equitable to preventsubstantial dilution or enlargement of the rights granted to the Grantee;provided, however, that no such adjustment shall cause the Company to issue afractional share. Such adjustments shall be final, binding and conclusive. (Theconversion of any convertible securities of the Company shall not be treated asa transaction not involving the receipt of consideration by the Company.)

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## **(b)           Sale of the Company**. In the event of a dissolution, liquidation orsale of all or substantially all of the assets of the Company, or that theCompany is not the surviving corporation in any merger, consolidation, orreorganization, then any Shares not otherwise fully vested, shall automaticallyaccelerate immediately prior to the effective date of the transaction and shallbecome vested in full at that time. No such acceleration, however, shall occurif and to the extent: (i) this Agreement is, in connection with thetransaction, assumed by the successor corporation (or parent thereof), or (ii)the Shares are replaced with a cash incentive program of the successorcorporation which preserves the Fair Market Value of the Shares at the time ofthe transaction and provides for subsequent pay-out in accordance with thevesting schedule set forth on Exhibit A.

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### (i)            Immediatelyfollowing the effective date of the transaction, this Agreement shall terminateand cease to be outstanding, except to the extent assumed by the successorcorporation (or parent thereof) in connection with the transaction.

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### (ii)           If this Agreementis assumed in connection with the transaction, then the Board shallappropriately adjust the number of shares and the kind of shares or securitiescovered by this Agreement immediately after such transaction.

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### (iii)          This Agreementshall not in any way affect the right of the Company to adjust, reclassify,reorganize or otherwise change its capital or business structure or to merge,consolidate, dissolve, liquidate, sell or transfer all or any part of itsbusiness or assets.

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## **(c)           Rights as aShareholder**. Subjectto the terms of this Agreement, the Grantee shall have all the rights andprivileges of a shareholder of the Company while the Shares are subject tostop-transfer instructions, or otherwise held in escrow, including the right tovote and to receive dividends (if any).

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## **(d)           No Rights toContinued Relationship**. The Shares shall not confer upon the Grantee any right with respect tocontinuance of employment by the Company or by an Affiliate, nor shall itinterfere in any way with the right of his or her employer to terminate his orher employment at any time.

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The Shares shall not confer upon the Grantee any right with respect tocontinuance of a directorship of the Company or of an Affiliate, nor shall itinterfere in any way with the right of the shareholders to remove him or her asa director at any time.

 

The Shares shall not confer upon the Grantee any right with respect tocontinuance of any consulting arrangement with the Company or any Affiliate,nor shall it interfere in any way with the right of the Company or anAffiliate, as the case may be, to terminate any such arrangement.

 

## **(e)           Compliance withOther Laws and Regulations**. This Agreement and the obligation of the Company to sell and deliverShares hereunder, shall be subject to all applicable federal and state laws,rules, and regulations, and to such approvals by any government or regulatoryagency as may be required. The Company shall not be required to issue ordeliver any certificates for Shares prior to the completion of any registrationor qualification of such Shares under any federal or state law, or any rule orregulation of any governmental body which the Company shall, in its solediscretion, determine to be necessary or advisable.

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To the extent applicable, it is intended that this Agreement and thePlan comply with the provisions of Section 409A of the Code. This Agreement andthe Plan shall be administered in a manner consistent with this intent, and anyprovision that would cause this Agreement or the Plan to fail to satisfySection 409A of the Code shall have no force or effect until amended to complywith Section 409A of the Code (which amendment may be retroactive to the extentpermitted by Section 409A of the Code and may be made by the Company withoutthe consent of the Grantee).

 

## **(f)            Withholding Taxes**. The Grantee agrees to make appropriatearrangements with the Company or Affiliate, as the case may be, for thesatisfaction of all federal, state and local income and employment taxwithholding requirements applicable to the lapse of restrictions on the Shares.No certificates representing Shares will be delivered until the Grantee hasmade acceptable arrangements for these withholding requirements. Unless deniedby the Committee, the Grantee may elect to pay all minimum required amounts oftax withholding, or any part thereof, by electing to transfer to the Company,or have withheld from any shares otherwise eligible to be delivered under thisAgreement, shares of Common Stock having a value equal to the minimum amountrequired to be withheld under federal, state or local law or such lesser amountas may be elected by the Grantee. The value of shares of Common Stock to betransferred to the Company shall be the fair market value of the shares on thedate that the amount of tax to be withheld is to be determined (the “Tax Date”),as determined by the Company. Any such elections by the Grantee to have sharesof Common Stock withheld for this purpose will be subject to the followingrestrictions:

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### (i)            All elections mustbe made prior to the Tax Date;

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### (ii)           All elections shallbe irrevocable; and

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### (iii)          If the Grantee isan officer or director of the Company within the meaning of Section 16 of theSecurities Exchange Act of 1934 (“Section 16”), the Grantee must satisfy therequirements of such Section 16 and any applicable rules thereunder withrespect to the use of Common Stock to satisfy such tax withholding obligation.

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# **4.             Investment Representation**. TheCompany may require that the Grantee furnish to the Company, as a condition ofacquiring stock hereunder, (a) written assurances satisfactory to the Company,or counsel for the Company, as to the Grantee’s knowledge and experience infinancial and business matters and/or to employ a purchaser representativereasonably satisfactory to the Company, or counsel for the Company, who isknowledgeable and experienced in financial and business matters, and that he orshe is capable of evaluating, alone or together with the purchaserrepresentative, the merits and risks of acquiring the Shares; and (b) writtenassurances satisfactory to the Company, or counsel for the Company, statingthat the Grantee is acquiring the stock for the Grantee’s own account and notwith any present intention of selling or otherwise distributing the stock. TheCompany may (a) restrict the transferability of the stock and require a legendto be endorsed on the certificates representing such stock, as appropriate toreflect resale restrictions, if any, imposed by the Board or as appropriate tocomply with any applicable state or federal securities laws, rules orregulations; and (b) condition the issuance and delivery of stock upon thelisting, registration or qualification of such stock upon a securities exchangeor quotation system or under applicable securities laws. The foregoingrequirements, and any assurances given pursuant to such requirements, shall beinoperative if (a) the issuance of stock has been registered under a thencurrently effective registration statement under the Securities Act, or (b) asto any particular requirement, a determination is made by counsel for theCompany that such requirement need not be met in the circumstances under thethen applicable securities laws. The Company may, upon advice of counsel to theCompany, place legends on stock certificates as such counsel deems necessary orappropriate in order to comply with applicable securities laws, including, butnot limited to, legends restricting the transfer of the stock.

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# **5.             Grantee Bound by the Plan**. The Granteeagrees to be bound by all the terms and provisions of the Plan. To the extentthat the terms of this Agreement are inconsistent with the terms of the Plan,the terms of the Plan shall govern. The captions used in this Agreement, andthe Plan are inserted for convenience and shall not be deemed a part of theAgreement for construction or interpretation.

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# **6.             Governing Law**. ThisAgreement and the Plan shall be construed in accordance with the laws of theState of Colorado, without regard to the conflict of laws principles.

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# **7.             Notices**. Anynotice to the Company or the Board that is required to be made under the termsof the Agreement or under the terms of the Plan shall be addressed to theCompany in care of its president at 12 Corporate Woods, 10975 Benson Street,Suite 390, Overland Park, Kansas 66210. Any notice that is required to be madeto the Grantee under the terms of the Agreement or under the terms of the Planshall be addressed to him or her at the address indicated below:

 

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unless theGrantee notifies the Company of his or her address change in writing asprovided in this Section 7 in which case the notice shall be addressed to theGrantee at his or her new address. A notice under this Section 7 shall bedeemed to have been given or delivered upon personal delivery or upon depositin the United States mail, by registered or certified mail, postage prepaid andproperly addressed as provided in this Section 7.

 

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