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    EXHIBIT
10.1

     

     

    DATAWATCH
CORPORATION

     

    Restricted
Stock Unit Agreement for Directors and Executives

    


    Datawatch Corporation, a Delaware
corporation (the “Company”), hereby grants as of the award date below (“Award
Date”) to the director or executive named below (the “Participant”), and the
Participant hereby accepts, an award (“Award”) of Restricted Stock Units (“RSU”)
that will vest as described in the Vesting Schedule below, such Award to be
subject to the terms and conditions specified in the attached Exhibit
A.

    


    Participant
Name:                                                      

    


    Award
Date:                                                      

    


    Number of
RSUs:                                                      

    


    Vesting
Schedule:

    


    Vesting
Date                                                                  Number of
RSUs

    


    


    


    


    


    


    


    


    


    By
signing this Agreement, the Participant acknowledges receipt of a copy of this
Agreement and a copy of the 2006 Equity Compensation and Incentive Plan and the
Prospectus related thereto.

    


    This
Agreement will be effective only upon execution by the Participant and delivery
of such signed Agreement to the Company.

    


    IN WITNESS WHEREOF, the Company and the
Participant have caused this instrument to be executed as of the Award Date set
forth above.

    


    
      	 
      	 
      
	
               

              ___________________________

            	
              DATAWATCH
      CORPORATION

            
	
              (Participant
      Signature)

            	 
      
	 
      	 
      
	 
      	 
      
	
               

              ___________________________

            	 
      
	
              (Street
      Address)

            	
              By:__________________________________

            
	 
      	
              Name:

            
	
              ___________________________

              (City/State/Zip
      Code)

            	
              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    Exhibit
A

    


    Restricted
Stock Unit Agreement for Directors and Executives

    Terms and
Conditions

    


    1. Award.  The
Participant is hereby granted an Award of RSUs, effective as of the date set forth on
the cover page attached hereto (the “Award Date”), subject to the terms and
conditions set forth herein (collectively with the cover page, the “Agreement”),
and subject to and governed by the Company’s 2006 Equity Compensation and
Incentive Plan (the “Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Plan. Each RSU represents
the right to receive one share of the Company’s Common Stock upon the
satisfaction of terms and conditions set forth in this Agreement and the
Plan.

     

    2. Vesting.  Except as
set forth in Section 6 herein, the RSUs will remain restricted and may not be
sold, assigned, exchanged, pledged or otherwise transferred by the Participant
until the RSUs have become vested pursuant to the terms of this
Agreement.  If the Participant has continued to serve the Company in
the capacity of a director, or has continued to be an employee of the Company,
then the RSUs will vest as provided on the cover page hereto. Each date on which a
portion of the Award vests shall be referred to
herein as a “Vesting Date.” Notwithstanding the
foregoing, in accordance with and subject to the provisions of the Plan, the
Committee may, in its discretion, accelerate the date that any installment of
this RSU becomes vested. 

     

    3. Acceleration of Vesting Upon Change
of Control.  Notwithstanding Section 2 hereof, in the
event of a Change in Control (as defined below) of the Company while this RSU is
in effect, this RSU shall, immediately prior to the consummation of such Change
in Control, become fully vested and all shares subject to this RSU shall be
delivered to the Participant; provided, however, that the
Board, in its sole discretion, may require that the Participant’s rights under
this Section 3 shall be conditioned on approval by the stockholders of the
Company in accordance with Section 280G(b)5(B) of the Code and regulations
thereunder.  For purposes of this Agreement, a “Change in Control”
means the occurrence of any of the following events:

     

    (a) The
Company is merged or consolidated or reorganized into or with another
corporation or other legal person, and as a result of such merger, consolidation
or reorganization less than a majority of the combined voting power of the
then-outstanding securities of such surviving, resulting or reorganized
corporation or person immediately after such transaction is held in the
aggregate by the holders of the then-outstanding securities entitled to vote
generally in the election of directors of the Company ("Voting Stock")
immediately prior to such transaction;

     

    (b) The
Company sells or otherwise transfers all or substantially all of its assets to
any other corporation or other legal person, and as a result of such sale or
transfer less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person immediately after such
sale or transfer is held in the aggregate by the holders of Voting Stock of the
Company immediately prior to such sale or transfer;

     

    (c) There is
a report filed on Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report), each as promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), disclosing that any
"person" (as such term is used in Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act) has become the "beneficial owner" (as such term is used in
Rule 13d-3 under the Exchange Act) of securities representing 50% or more of the
Voting Stock of the Company;

     

    (d) The
Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein)
that a change in control of the Company has occurred; or

     

    (e) If during
any period of two consecutive years, individuals who at the beginning of any
such period constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Company’s stockholders, of each director of the Company first elected during
such period was approved by a vote of at least a majority of the directors then
still in office who were directors of the Company at the beginning of any such
period;

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    provided, however, that a
“Change in Control” shall not be deemed to have occurred for purposes of this
Agreement solely because (x) the Company, (y) an entity in which the
Company directly or indirectly beneficially owns 50% or more of the voting
securities, or (z) any Company-sponsored employee stock ownership plan or
any other employee benefit plan of the Company, either files or becomes
obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or
any successor schedule, form or report) under the Exchange Act, disclosing
beneficial ownership by it of shares of Voting Stock or because the Company
reports that a change in control of the Company has occurred by reason of such
beneficial ownership.

     

    4. Distribution of the Award; Dividend
Equivalents.  As soon as reasonably practicable following each
Vesting Date, the Company will release the portion of the Award that has become
vested as of such Vesting Date in the form of shares of the Company’s Common
Stock.  The Company shall provide the Participant with at least seven
(7) days written notice prior to the Vesting Date; such notice to specify the
amount that the Participant is required to pay to satisfy any applicable
withholding Taxes (as hereinafter below). The Participant may deposit with the
Company an amount of cash equal to the amount determined by the Company,
utilizing a tax rate determined by the Company in its reasonable discretion, to
be required with respect to any withholding taxes, FICA contributions, or the
like under any national, federal, state, local or other statute, ordinance,
rule, or regulation in connection with the award or settlement of the restricted
stock units (the “Taxes”).  Alternatively, if the Company does not
receive such amount from the Participant at least two (2) days prior to the
Vesting Date, the Company will withhold a number of shares (rounded up to the
nearest whole share) of the Company’s Common Stock with a market value
determined as of the close of business on the business day immediately preceding
the Vesting Date) equal to the amount of such Taxes associated with the vesting
or settlement of the Award; provided, however, that the
Company shall not be liable for determining the exact number of
shares.

     

    The
Participant shall have the right to receive dividend equivalent payments with
respect to the Common Stock subject to the Award as provided in this
paragraph.  Upon each Vesting Date, Participant shall be entitled to
receive a dividend equivalent payment in respect of the shares of Common Stock
covered by the Award that are not vested on the record date for each dividend
payment, if any, made by the Company on its Common Stock for which the record
date occurred (i) on or after the Award Date or the immediately preceding
Vesting Date, as the case may be, and (ii) prior to the applicable Vesting Date,
in an amount in cash equal to the amount of any dividend which otherwise would
have been paid to the Participant if such unvested shares had been issued for
the benefit of the Participant on the record dates for such dividend payments,
subject to any applicable withholding for Taxes.  Such dividend
equivalent payments may be settled by the Company subject to such other
conditions or terms that the Committee may establish. Except for dividend
equivalent payments, the Participant shall have no rights as a stockholder,
including voting rights, with respect to the RSUs.

    


    5. Termination of Relationship with the
Company.  If the Participant ceases to be a director of the
Company, or the Participant ceases to be an employee of the Company, for any
reason, any portion of the Award that has not become vested on or prior to the
date of such cessation shall immediately be forfeited.

     

    6. Award Not
Transferable.  The Award will not be assignable or transferable
by the Participant, except by operation of law, or by will or the laws of
descent and distribution.

     

    7. Transferability of Award
Shares.  Until registered under the Securities Act of 1933, as
amended, or any successor statute (the “Securities Act”), the shares of Common
Stock represented by the RSUs will be of an illiquid nature and will be deemed
to be “restricted securities” for purposes of the Securities
Act.  Accordingly, such shares must be sold in compliance with the
registration requirements of the Securities Act or an exemption
therefrom.  The Company reserves the right to place restrictions
required by law on any shares of the Company’s Common Stock received by the
Participant pursuant to the Award.

     

    8. Conformity with the
Plan.  The Award is intended to conform in all respects with,
and is subject to applicable provisions of, the Plan. To the extent that any
provision of this Agreement conflicts with the express terms of the Plan, it is
hereby acknowledged and agreed that the terms of the Plan shall control and, if
necessary, the applicable provisions of this Agreement shall be deemed to be
amended so as to carry out the purpose and intent of the Plan. By the
Participant’s acceptance of this Agreement, the Participant agrees to be bound
by all of the terms of this Agreement and the Plan.  Notwithstanding
any other provision of this Section 8, in the event that the provisions of this
Agreement are subject to Section 409A of the Internal Revenue Code of


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1986, as
amended, and the Treasury Regulations promulgated thereunder (“Section 409A”),
the provisions of this Agreement shall comply with, and shall be interpreted in
a manner consistent with, Section 409A.

     

    9. No Rights to Continued Board Service
or Employment.  Nothing in this Agreement confers any right on
the Participant to continue as a director of the Company, or confers any right
on the Participant to continue employment at the Company or affects in any way
the right of any of the Company to terminate any such relationship of the
Participant to the Company.

     

    10. Miscellaneous.

     

    (a)           Notices.  All
notices hereunder shall be in writing and shall be deemed given when sent by
certified or registered mail, postage prepaid, return receipt requested, if to
the Participant, to the address set forth above or at the address shown on the
records of the Company, and if to the Company, to the Company’s principal
executive offices, attention of the Chief Financial Officer.

    


    (b)           Entire Agreement;
Modification.  This Agreement, together with the Plan,
constitutes the entire agreement between the parties relative to the subject
matter hereof, and supersedes all proposals, written or oral, and all other
communications between the parties relating to the subject matter of this
Agreement.  The Company may amend, suspend or terminate the Plan, this
Agreement and the Award granted hereunder at any time; provided, however, that
no such amendment, suspension or termination may materially impair any Award
without the Participant’s written consent.

    


    (c)           Fractional
Shares.  If the shares under this Award become issuable for a
fraction of a share because of the adjustment provisions contained in the Plan,
such fraction shall be rounded down to the nearest whole share.

    


    (d)           Severability.  The
invalidity, illegality or unenforceability of any provision of this Agreement
shall in no way affect the validity, legality or enforceability of any other
provision.

    


    (e) Successors and
Assigns.  Except as provided herein, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the limitations set forth in Section 6
hereof.

    


    (f)           Governing Law.  This
Agreement shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, without giving effect to the
principles of the conflicts of laws thereof.

    


    (g)           Data Protection
Waiver.  The Participant understands and consent to the Company
or its agents or independent contractors appointed to administer the Plan
obtaining certain of the Participant’s personal employment information required
for the effective administration of the Plan and that such information may be
transmitted outside of the country of the Participant’s employment and/or
residence.

     

    
 

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