Form of Award Agreement For Restricted Shares



 Exhibit 4.5 
 AWARD AGREEMENT FOR DEFERRED STOCK 
 UNDER THE 
 VASCO DATA SECURITY INTERNATIONAL,
INC. 
 1997 STOCK COMPENSATION PLAN 
 THIS AWARD AGREEMENT FOR DEFERRED STOCK (this “Agreement”) is made as of January 10, 2007, between VASCO DATA SECURITY
INTERNATIONAL, INC. (the “Company”) and                      (the “Grantee”), a non-employee director of the
Company. 
 WHEREAS, the Company maintains the VASCO Data Security International, Inc. 1997 Stock Compensation Plan (the
“Plan”) for the benefit of its employees, directors, consultants, and other individuals who provide services to the Company; and 
 WHEREAS, the Plan permits the issuance of shares of the Company’s Common Stock under various forms of award, subject to certain terms, conditions and restrictions; and 
 WHEREAS, to compensate the Grantee for his or her service as a director of the Company, the Company wishes to award the Grantee the right to receive a
number of shares of Common Stock, subject to the restrictions and on the terms and conditions contained in the Plan and this Agreement. 
 NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows: 
 Grant of Deferred Shares. The Company hereby grants to the Grantee an award of              shares (the “Deferred Shares”) of
the Company’s common stock, par value of $.001 per share (the “Common Stock”) subject to the terms and conditions set forth herein and in the Plan and subject further to adjustment as provided in Section 11(c) of the Plan.
The Deferred Shares granted hereunder represents the unfunded and unsecured right to require the Company to deliver to the Grantee one share of Common Stock for each Deferred Share. The terms of the Plan are hereby incorporated into this Agreement
by this reference, as though fully set forth herein. Capitalized terms used but not defined herein will have the same meaning as defined in the Plan. 
 Vesting of Deferred Shares. The Deferred Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. 
 Vesting. The Deferred Shares will become nonforfeitable on
                     (the “Vesting Date”), provided that the Grantee is, and has, from the date hereof, continuously served as a
director of the Company through the Vesting Date. 
 All Unvested Shares Forfeited Upon Cessation of Service. Subject to the
remainder of this Section 2, upon cessation of Grantee’s service as a director of the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Deferred Shares
that have not, prior to the effective date of such cessation, become nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited, and (ii) the Grantee will have no further rights with respect
to those Deferred Shares. 
 Acceleration on Death or Disability. If the Grantee ceases to be a director of the Company by reason of
the Grantee’s death or physical disability, all outstanding but unvested Deferred Shares shall become immediately vested. The term “disability” means a medically determinable mental or physical impairment that, in the opinion of the
Board, causes the Grantee to be unable to perform his or her duties as a director of the Company. 
 Acceleration upon a Change in
Control. Upon a Change in Control of the Company, all outstanding but unvested Deferred Shares shall become immediately vested and nonforfeitable. 







 No Voting Rights; Dividend Equivalents. The Grantee shall have no rights as a shareholder of the
Company with respect to the Deferred Shares subject to this Agreement (including the right to vote or receive dividends) until the underlying Common Stock is issued to the Grantee in accordance with Section 4. The Grantee will not be entitled
to receive cash payments representing any dividend equivalents paid or payable with respect to the Common Stock underlying the Deferred Shares. 
 Delivery of Common Stock Underlying Deferred Shares. The Company will deliver shares of Common Stock with respect to the Deferred Shares to the Grantee within ten (10) business days upon the earliest to occur of: (i) the
Grantee’s cessation of service as a director of the Company, or (ii) a Change in Control (as defined in the Plan), but only if such Change in Control also constitutes a “change in control” of the Company within the meaning of
Section 409A of the Code (in each case, the date of delivery of such shares is referred to as a “Delivery Date”). The Grantee may not elect to defer the receipt of the shares of Common Stock underlying the Deferred Shares
beyond the Delivery Date provided for in this Section 4. 
 Restrictions on Transfer. The Grantee may not sell, transfer, assign,
pledge or otherwise encumber or dispose of the Deferred Shares subject to this Agreement until such time as the shares of Common Stock underlying the Deferred Shares are issued to the Grantee in accordance with Section 4. The Grantee may
designate beneficiaries to receive the shares of Common Stock underlying the Deferred Shares subject to this Agreement if the Grantee dies before delivery of the shares of Common Stock by so indicating on a form supplied by the Company. If the
Grantee fails to designate a beneficiary, such Common Stock will be delivered to the Grantee’s estate. 
 Tax Consequences. The
Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s income tax liability in connection with the grant or vesting of the Deferred Shares or the delivery of the Common Stock underlying the Deferred Shares.
The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions
contemplated by this Agreement. 
 Securities Laws. The Company may from time to time impose any conditions on the Deferred Shares or
the shares of Common Stock underlying the Deferred Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3 or other applicable laws. 
 General Provisions. 
 This
Agreement, together with the Plan, represent the entire agreement between the parties with respect to the purchase of the Deferred Shares and may only be modified or amended in a writing signed by both parties. 
 Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms of this Agreement shall be in
writing and shall be deemed given on the date and at the time delivered via personal, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at the time telecopied with confirmation of delivery or, if mailed, on
the date five (5) days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered delivery of a notice notwithstanding
that it is not an original that is received. Any notice to Grantee under this Agreement shall be made to Grantee at the address listed in the Company’s personnel files. If directed to the Company, any such notice, demand or request shall be
sent to the Company’s principal executive office, c/o the Company’s Secretary, or to such other address or person as the Company may hereafter specify in writing. Any notice to the Escrow Holder shall be sent to the Company’s address,
with a copy to the other party not sending the notice. 







 The Company may condition delivery of certificates for the shares of Common Stock underlying the
Deferred Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. 
 The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts the Deferred Shares subject to all of
the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as they deem appropriate.
The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board and the Committee upon any questions arising under the Plan. 
 The award of Deferred Shares granted hereunder is intended to comply with the requirements of Section 409A of the Code (“Section 409A”).
Notwithstanding the foregoing, the Grantee hereby agrees that the Board and/or the Company may, without the prior consent of the Grantee, modify or amend the terms of the this Agreement in any manner it deems reasonably necessary in its discretion,
in order to ensure that the award of Deferred Shares granted hereunder is not subject to any additional taxes or penalties for failing to comply with the requirements of Section 409A of the Code and any regulations or other authority issued
thereunder by the appropriate government authority. 
 If any payment, compensation or other benefit provided to the Grantee in connection
with his termination of employment or services is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Grantee is a specified employee as defined in
Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the termination date (the “New Payment Date”). The aggregate of any payments that otherwise would
have been paid to the Grantee during the period between the termination date and the New Payment Date shall be paid to the Grantee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately
following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. 
 Neither this Agreement nor any rights or interest hereunder shall be assignable by the Grantee, his beneficiaries or legal representatives, and any purported assignment in violation hereof shall be null and void.

 Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any
such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to
assert all other legal remedies available to it under the circumstances. 
 The grant of Deferred Shares hereunder will not confer upon the
Grantee any right to continue in service with the Company or any of its subsidiaries. 
 This Agreement shall be governed by, and enforced
in accordance with, the laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws. 
 This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have duly executed this Award Agreement for Deferred Stock on
the     day of                 . 
  

			
	VASCO DATA SECURITY INTERNATIONAL, INC.
		
	By:	 	  

	Title:	 	
	
	GRANTEE