EX-10.7



 Exhibit 10.7 

ASTRONOVA, INC. 

NON-EMPLOYEE DIRECTOR 

RESTRICTED STOCK AGREEMENT 

This Restricted Stock Agreement (“Agreement”) is made and entered into as of
                     (the “Grant Date”), by and between AstroNova, Inc. (the “Company”),
and                      (the “Recipient”). This Agreement is and shall be subject in every respect to the provisions of the
Company’s 2015 Equity Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference and made a part hereof. The Recipient acknowledges that this Agreement shall be subject to all the terms
and provisions of the Plan and agrees that (a) in the event of any conflict between the terms hereof and those of the Plan, the latter shall prevail, and (b) all decisions under and interpretations of the Plan by the Board or the Committee shall be
final, binding and conclusive upon the Recipient and his or her heirs and legal representatives. 
 In consideration of the mutual promises
and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1.    Grant of Shares. Upon the execution of this Agreement, the Company shall issue to the Recipient, in
consideration of the Recipient’s service to the Company, subject to the terms and conditions set forth in this
Agreement,                      shares of common stock, $0.05 par value per share, of the Company (“Common Stock”). Such shares,
together with any securities of the Company that may be issued in exchange for or in respect of the shares, whether by way of stock split, stock dividend, combination of shares, reclassification, recapitalization, reorganization or any other means,
shall be referred to herein as the “Shares.”
 2.    Forfeiture of Unvested Shares. In the event
that the Recipient ceases to provide Service to the Company for any reason or no reason, with or without cause (“Termination”), all of the Shares that have not become Vested Shares as of the date of Termination in accordance with the
vesting schedule set forth in Exhibit A (any such shares, “Unvested Shares”) and all rights therein shall immediately be transferred to the Company pursuant to Exhibit A hereto, and as of the date of Termination the Recipient
shall have no further rights with respect to such Shares; provided, however, in the event the Recipient ceases to provide Service to the Company by reason of death or Disability (as defined in the Plan), any Unvested Shares shall be
immediately vested and the Restricted Period (as defined in Exhibit A) shall immediately terminate. 

3.    Transfer of Unvested Shares to Company. 

(a)    The Recipient acknowledges and agrees that any certificate or other document evidencing any Shares shall be held
by the Company until such Shares become Vested Shares. Promptly after any Shares become Vested Shares, the Company shall issue to the Recipient a certificate or other document evidencing such Vested Shares. The Recipient shall execute and
deliver to the Company such number of stock assignments as and when the Company shall request, duly endorsed in blank, in the form requested by the Company. Upon Termination, the Unvested Shares shall be transferred to the Company, and the
certificates or other documents evidencing the Unvested Shares shall be cancelled. 







 (b)    From and after the date of Termination, the Company shall not
pay any dividend to the Recipient on account of such Unvested Shares or permit the Recipient to exercise any of the privileges or rights as a stockholder with respect to the Unvested Shares, but shall, in so far as permitted by law, treat the
Company as the owner of such Unvested Shares. 
 (c)    No amount shall be payable to the Recipient with respect to
Unvested Shares transferred to the Company pursuant to this Section 3. 
 4.    Restrictions on Transfer of Unvested
Shares. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, voluntarily or involuntarily, by operation of law or otherwise (collectively “Transfer”) any Unvested Shares or any interest
therein, except for Transfers to the Company pursuant to Section 3.
 5.    Effect of Prohibited
Transfer. The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of
such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred. 

6.    Restrictive Legend. All certificates representing Shares shall bear a legend which refers to the
restrictions imposed by this Agreement and the Plan and any applicable state or federal securities laws or regulations, and which legend is otherwise in such form as the Company may deem appropriate. All Shares registered in book-entry shall
include stop transfer instructions consistent with such legends.
 7.    Adjustments for Recapitalizations and Other
Transactions. The Shares issued pursuant to this Agreement shall be adjusted to reflect any recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the
Company, or any issue of stock, or any issue of bonds, debentures, preferred or prior preference stock or other capital stock ahead of or affecting the stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise pursuant to the provisions of Section 11 of the Plan.

8.    Taxes. The Recipient understands and agrees that: (i) he or she will be fully liable for any
federal, state or local taxes of any kind owed by him or her with regard to issuance of the Shares, whether owed at the time of transfer pursuant to the Recipient having made an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended (an “83(b) Election”), or at the time that the Shares vest pursuant to the vesting schedule set forth in Section 2 above; and (ii) the Company has the right to deduct from payments of any kind otherwise due to the Recipient any
federal, state or local taxes of any kind required by law to be withheld with respect to issuance or vesting of the Shares.

  
 2 








 9.    83(b) Election. The Recipient understands that it shall be
his or her decision whether to make an 83(b) Election with respect to the Shares, and that if he or she chooses to make such election, it must be made within 30 days of the date of execution of this Agreement. The filing of a Section 83(b) election
is solely the Recipient’s responsibility, and if the Recipient chooses to make such an election with respect to issuance of the Shares, he or she must provide a copy of such election to the Company. 

10.    Miscellaneous. 

(a)    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 

(b)    Binding Effect. This Agreement shall be binding and inure to the benefit of the Company and the
Recipient and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement. 

(c)    Notice. Any notice to be given to the Company hereunder shall be deemed sufficient if addressed to the
Company and delivered to the office of the Company 600 East Greenwich Avenue, West Warwick, Rhode Island 02893 or such other address as the Company may hereafter designate. Any notice to be given to the Holder hereunder shall be deemed
sufficient if addressed to and delivered in person to the Holder at his or her address furnished to the Company or when deposited in the mail, postage prepaid, addressed to the Holder at such address. 

(d)     Amendment. This Agreement may be amended or modified only by a written instrument executed by both of
the Company and the Recipient. 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Agreement as of the
date first written above. 
  

			
	ASTRONOVA, INC.
		
	By:	 	 
	 Name:
 Title:
	 	
	
	 



  
 4 








 EXHIBIT A 

Vesting Schedule 
 The restrictions
applicable to the Shares shall lapse and the Shares shall become “Vested Shares” on the earlier of (i) the date that is immediately prior to the occurrence of the next annual or special meeting in lieu of annual meeting of the shareholders
of the Company following the Grant Date and (ii) the one year anniversary of the Grant Date, such date the “Vesting Date”; provided, however, that the Holder must be employed by or providing service to the Company as of the applicable date
in order for vesting to occur. Notwithstanding the foregoing, the Grantee may not sell, transfer, pledge or otherwise encumber the Shares prior to the second anniversary of the Vesting Date. The period during which all or any portion of the
Shares is subject to restrictions shall be referred to as the “Restricted Period”.