Form of Restricted Stock Award Agreement




			
	



	  	Exhibit 10.19

 KFORCE INC.

 2006 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 
  

			
	    Grantee:
	  	
	    Type of Award:
	  	Restricted Stock
	    Date of Grant:
	  	
	 Grant
(# of shares):
	  	 
	    Fair Market Value on Date of Grant:
	  	$__________

 Kforce
Inc. (the “Firm”), pursuant to its 2006 Stock Incentive Plan (the “Plan”), hereby grants the shares summarized above to stated Grantee. The shares are subject to the terms and conditions set forth within the Plan, and unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement; however, certain terms of this award are provided below: 
 Vesting 
 Subject to the terms and conditions within Section 5
of the Plan, the restricted stock awarded to the Grantee vests, as follows: 
  

					
	 ̈	  	100% of the earned restricted stock vest on             .	  	 
			
	 ̈	  	Other:                            
                                         
                                         
                                         
.                	  	

 Performance Accelerated Vesting 

Subject to the terms and conditions within Section 5 of the Plan, the vesting for the earned restricted stock awarded to the Grantee
shall be accelerated if: 
  

					
	 ̈	  	Kforce’s closing stock price exceeds $         for a period of
         trading days. For purposes of satisfying stock price
condition, the          trading days do not have to be consecutive.
			
	  ̈
	  	Other:                            
                                         
                                         
                                         
.                	  	

 Other Terms 
  

	 	 ̈	Applicable 

 The number of
shares identified in this Restricted Stock Agreement is the maximum number of shares that can be earned. The shares granted are subject to forfeiture based on the level of attainment of the 20     performance measures
established by Compensation Committee. The ultimate number of shares retained will occur once actual results are certified by the Compensation Committee. The performance measures have been communicated in your 20    
Compensation Letter. 
  

	 	 ̈	Applicable 

 In the case of
change in control, death of the Grantee or termination without cause, the unvested portion of the award shall vest immediately. If the Grantee voluntarily resigns or is terminated with cause, the unvested portion of the award shall be forfeited
immediately. For the definition of Cause, please refer to your employment agreement. 
  

					
	 ̈	  	Other:                            
                                         
                                         
                                         
.                	  	 









 

 

 Dividend Rights 
 The unvested portion of the restricted stock granted above contains the following terms as it relates to dividend rights (the vested portion of the restricted stock granted above has equivalent
rights to a share of Kforce common stock): 
 Dividend Rights: 

 

	 	 ̈	 Right to dividends or dividend equivalents1 



	 	 ̈	 No right to dividends or dividend equivalents rights2 


  

	1	 The Firm shall
make any payments related to dividends declared in additional shares of restricted stock, which shall be treated as part of the grant of the underlying restricted stock. The grantee’s interest in such stock dividend shall be forfeited or shall
become nonforfeitable at the same time as the underlying restricted stock is forfeited or becomes nonforfeitable. 


  

	2	 The grantee
shall not be entitled to any future payments to compensate the grantee for the shares not containing dividend rights. 



Tax Withholding 

Upon the occurrence of a vesting event, the Grantee must satisfy the federal, state, local or foreign income and social insurance
withholding taxes imposed by reason of the vesting of the restricted stock. The Grantee shall make an election with respect to the method of satisfaction of such tax withholding obligation in accordance with procedures established by
the Firm. Unless the Grantee delivers to the Firm or its designee within ten (10) business days after the occurrence of the vesting event a check payable in the amount of all tax withholding obligations imposed on the Grantee and the Firm
by reason of the vesting of the restricted stock, the Grantee’s actual number of vested shares of restricted stock shall be reduced by the smallest number of whole shares which, when multiplied by the Fair Market Value
of the Common Stock on the vesting date, is sufficient to satisfy the amount of such tax withholding obligations. 
 83(b) Election

 In order for an election pursuant to IRS Code 83(b) to be valid, you are required to provide a signed election form to
Kforce. Please consult your tax advisor prior to making any such 83(b) election. 
 General Disclaimer 

The Firm undertakes no duty or responsibility for providing periodic updates to you in the future as it relates to this award. 

 

							
	Approval of Award (Grantor):	 	  	  	  	  	  
	 			 
	  
	 		  	  
	  	 
	(Name Printed)	 		  	(Signature)	  	 
	 			 
	Acceptance of Award (Grantee):	 		  		  	 
	 			 
	  
	 		  	  
	  	 
	(Name Printed)	 		  	(Signature)	  	 
	 
	 *  By signing this Award Agreement, you acknowledge receipt of the (i) Prospectus covering common stock issuable upon the exercise of stock options, stock appreciation rights, restricted stock
awards, performance shares and performance units granted under the 2006 Stock Incentive Plan and (ii) a copy of our Annual Report for our most recently completed fiscal year