Exhibit 10.1


 





STG Group,
Inc.


(Formerly
Global Defense & national Security Systems, Inc.)


2015 omnibus
incentive plan


 


NOTICE
OF RESTRICTED STOCK AWARD


 


 





	 	Grantee’s Name and Address: 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 




 


You (the “Grantee”) have been
granted shares of Common Stock of the Company (the “Award”), subject to the terms and conditions of this Notice of
Restricted Stock Award (the “Notice”), the Global Defense & National Security Systems, Inc. 2015 Omnibus Stock
Incentive Plan (the “Plan”), as amended from time to time, and the Restricted Stock Award Agreement (the “Agreement”)
attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Notice.


 





	Date of Award	 	 	●	 
	Vesting Commencement Date	 	 	●	 
	Total Number of Shares of 

Common Stock Awarded (the “Shares”)	 	 	●	 





 


Vesting Schedule:


 


Subject to the Grantee’s Continuous
Service and other limitations set forth in this Notice, the Plan and the Agreement, the Shares will “vest” in accordance
with the following schedule:


 


		·	● Shares shall vest on the Date of Award.



 


		·	● Shares shall vest on ●; provided, that if prior to ●, the Grantee’s Continuous Service is terminated
(i) by removal for Cause, by his resignation, or as a result of his refusal to stand for election, such Shares shall not vest and
shall instead be forfeited immediately upon the occurrence of such termination, and (ii) for any reason other than as set forth
in clause (i), such Shares shall vest immediately upon the occurrence of such termination.



 


		·	● Shares shall vest on ●; provided, that if prior to ●, the Grantee’s Continuous Service is terminated
(i) by removal for Cause, by his resignation, or as a result of his refusal to stand for election, such Shares shall not vest and
shall instead be forfeited immediately upon the occurrence of such termination, and (ii) for any reason other than as set forth
in clause (i), such Shares shall vest immediately upon the occurrence of such termination.



 






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In the event of the Grantee’s change
in status from Employee, Director or Consultant to any other status of Employee, Director or Consultant, the Shares shall continue
to vest in accordance with the Vesting Schedule set forth above.


 


For purposes of this Notice and the Agreement,
the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the
Company. Shares that have not vested are deemed “Restricted Shares.” If the Grantee would become vested in a fraction
of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share.


 


In the event the Grantee’s Continuous
Service is terminated by removal for Cause, by his resignation, or as a result of his refusal to stand for election any unvested
Restricted Shares held by the Grantee shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and
beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by
the Grantee. The foregoing forfeiture provisions set forth in this Notice as to Restricted Shares shall apply to the new capital
stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares in consummation
of any transaction described in Section 11 of the Plan and such stock or property shall be deemed Additional Securities (as
defined in the Agreement) for purposes of the Agreement, but only to the extent the Shares are at the time covered by such forfeiture
provisions.


 


The Award shall be subject to the provisions
of Section 11 of the Plan in the event of a Corporate Transaction or Change in Control.


 


IN WITNESS WHEREOF, the Company and the
Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan
and the Agreement.





	 	STG Group, Inc.,
	 	 	 	 
	 	By: 	 	 
	 	 	 	 
	 	Title: 	 	 







 


THE GRANTEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE,
THE AGREEMENT NOR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S
CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE
HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.


 



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The Grantee acknowledges receipt of a copy
of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and
the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands
all provisions of this Notice, the Agreement and the Plan. The Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 11
of the Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 12
of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this
Notice.


 





	Dated:  	 	 	Signed:  	 	 







 


 




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STG Group,
Inc.


(Formerly
Global Defense & national Security Systems, Inc.)


2015 omnibus
incentive plan


 


RESTRICTED STOCK AWARD AGREEMENT


 


1.             Issuance of Shares. STG Group, Inc., a Delaware corporation (the “Company”), hereby issues to the Grantee
(the “Grantee”) named in the Notice of Restricted Stock Award (the “Notice”), the Total Number of Shares
of Common Stock Awarded set forth in the Notice (the “Shares”), subject to the Notice, this Restricted Stock Award
Agreement (the “Agreement”) and the terms and provisions of the Company’s 2015 Omnibus Incentive Plan (the “Plan”),
as amended from time to time, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee
as fully paid and nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the Company’s
stockholders. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee
hereunder.


 


2.             Transfer Restrictions. The Shares issued to the Grantee hereunder may not be sold, transferred by gift, pledged,
hypothecated, or otherwise transferred or disposed of by the Grantee prior to the date when the Shares become vested pursuant to
the Vesting Schedule set forth in the Notice. Any attempt to transfer Restricted Shares in violation of this Section 2 will
be null and void and will be disregarded.


 


3.             Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement, the Grantee agrees,
immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an Assignment
Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect
to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for
so long as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice, with the authority
to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish
the objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of
the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities
is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly
irrevocable. The Grantee agrees that the Restricted Shares may be held electronically in a book entry system maintained by the
Company’s transfer agent or other third party and that all the terms and conditions of this Section 3 applicable to certificated
Restricted Shares will apply with the same force and effect to such electronic method for holding the Restricted Shares. The Grantee
agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless
such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Restricted Shares, the escrow
holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares; provided,
however, that no transmittal of certificates evidencing the Shares will occur unless and until the Grantee has satisfied
all Tax Withholding Obligations (as defined in Section 5(b) below).


 






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		4.	Additional Securities and Distributions.



 


(a)              
Any securities or cash received (other than a regular cash dividend) as the result of ownership of the Restricted Shares
(the “Additional Securities”), including, but not by way of limitation, warrants, options and securities received as
a stock dividend or stock split, or as a result of a recapitalization or reorganization or other similar change in the Company’s
capital structure, shall be retained in escrow in the same manner and subject to the same conditions and restrictions as the Restricted
Shares with respect to which they were issued, including, without limitation, the Vesting Schedule set forth in the Notice. The
Grantee shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying
the funds necessary to do so, in which event the securities so purchased shall constitute Additional Securities, but the Grantee
may not direct the Company to sell any such warrant or option. If Additional Securities consist of a convertible security, the
Grantee may exercise any conversion right, and any securities so acquired shall constitute Additional Securities. In the event
of any change in certificates evidencing the Shares or the Additional Securities by reason of any recapitalization, reorganization
or other transaction that results in the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer
the certificates evidencing the Shares or the Additional Securities in exchange for the certificates of the replacement securities.




 


(b)              
The Company shall disburse to the Grantee all regular cash dividends with respect to the Shares and Additional Securities
(whether vested or not), less any applicable withholding obligations.


 


		5.	Taxes.



 


(a)              
Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with
the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that
arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares subject
to the Award. The Company and its Related Entities do not commit and are under no obligation to structure the Award to reduce or
eliminate the Grantee’s tax liability. The following provisions of this Section 5 and related provisions in this Agreement
pertaining to withholding taxes shall not apply so long as the Grantee is providing services in a non-employee capacity.


 


(b)              
Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines
may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any employment
tax obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount
of such Tax Withholding Obligation in a manner acceptable to the Company.


 



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(i)                
By Share Withholding. The Grantee authorizes the Company to, upon the exercise of its sole discretion, withhold from
those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation.
The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through
additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares
described above.


 


(ii)             
By Check, Wire Transfer or Other Means. At any time not less than five (5) business days (or such fewer number of
business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee
shall satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines
is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery
of a certified check payable to the Company, or (z) such other means as specified from time to time by the Administrator.



Notwithstanding the foregoing, the Company also may satisfy any Tax Withholding Obligation by offsetting any amounts (including,
but not limited to, salary, bonus and severance payments) due to the Grantee by the Company.


 


(iii)           
By Sale of Shares. Notwithstanding (i) and (ii) above, the Company and Grantee may agree that the Grantee shall instruct
and authorize the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantee’s
behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate
cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such
Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible
for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any
losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s
minimum Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that
the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any
such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees
to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount
of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.


 


6.             Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in this Agreement,
the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any,
and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The
Company may issue a “stop transfer” instruction if the Grantee fails to satisfy any Tax Withholding Obligations.


 






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7.             Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


8.              Restrictive Legends. The Grantee understands and agrees that the Company shall cause the legends set forth below
or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or by state or federal securities laws:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED
BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.


 


9.             Entire Agreement; Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except
by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed
by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.
Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless
remain effective and shall remain enforceable.


 


10.           Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed
a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include
the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless
the context clearly requires otherwise.


 


11.           Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the
Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of
such question or dispute by the Administrator shall be final and binding on all persons.


 






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12.           Venue and Waiver of Jury Trial. The parties agree that any suit, action, or proceeding arising out of or relating
to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the Eastern District of Virginia
(or should such court lack jurisdiction to hear such action, suit or proceeding, in a court of the Commonwealth of Virginia sitting
in the County ofFairfax) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to
the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION
OR PROCEEDING. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it
is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.


 


13.           Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given
(i) upon personal delivery, or (ii) two business days following deposit for delivery by an internationally recognized express mail
courier service or deposit in the United States mail by certified mail (if the parties are within the United States), with postage
and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.


 


END OF AGREEMENT


 




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EXHIBIT A


 


STOCK ASSIGNMENT SEPARATE FROM
CERTIFICATE


 


In accordance with, and subject
to the terms of, the Restricted Stock Award Agreement between STG Group, Inc. a Delaware corporation (the “Company”)
and the Company’s 2015 Omnibus Incentive Plan, FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the Company, _________ (______) shares of the Common Stock of the Company, standing in his name on the books of, the Company
represented by Certificate No. herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company
attorney to transfer the said stock in the books of the Company with full power of substitution.


 


 


	DATED: 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Name:	 



 


 


[Please sign this document
but do not date it. The date and information of the transferee will be completed if and when the shares are assigned.]


 






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