EXHIBIT
10.21

     

    STEELCLOUD,
INC.

    FORM
OF

    RESTRICTED
STOCK AGREEMENT

    


    Granted
Under the Amended 2007 Stock Option and Restricted Stock Plan

     

    THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”) is made as of    ,
by and between SteelCloud, Inc., a Virginia corporation (the “Company”),
and     
(the “Employee”).

    The Board
of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its shareholders to promote the success of the
Company by enhancing the ownership of the Company’s common stock by the Employee
through making this grant of restricted common stock in accordance with the
terms set forth below.

     

    AGREEMENT

    1.        
    Award of Restricted
Shares.  The Board hereby grants, subject to the terms and
conditions set forth in this Agreement and in the Company’s Amended 2007 Stock
Option and Restricted Stock Plan, as of     (the
“Grant Date”), to Employee     
shares of the Company’s common stock, par value $0.001 per share (the
“Restricted Shares”).  The Restricted Shares will be held in book
entry form by the Company’s transfer agent in the name of the Employee and shall
be delivered to the Employee on the vesting dates set forth in Section 2(a). The
Employee agrees that the Restricted Shares shall be subject to the forfeiture
provisions set forth in Section 3 of this Agreement and the restrictions on
transfer set forth in Section 2(e) of this Agreement.

     

    2.        
    Delivery of Restricted
Shares

     

    (a)           The
Restricted Shares may not be transferred by the Employee until such Restricted
Shares have vested.  Except as otherwise provided in Section 3 hereof,
the Restricted Shares shall vest, the restrictions on the Restricted Shares
shall lapse, and the Restricted Shares shall be delivered to the Employee over
the service period as set forth below:

     

    
      
        	
                Number
      of Shares

              	 
      	
                Vesting
      Date

              
	
                -

              	 
      	
                MM/DD/YYYY

              
	
                -

              	 
      	
                MM/DD/YYYY

              
	
                -

              	 
      	
                MM/DD/YYYY

              
	
                -

              	 
      	
                MM/DD/YYYY

              


      

    

     

    (b)           Until
such time as delivery of the Restricted Shares is made to the Employee, or the
Employee’s right to such Restricted Shares is terminated in accordance with this
Agreement, the Company’s stock transfer records shall reflect the Employee’s
status as holder of such Restricted Shares.

     

    (c)           Notwithstanding
any other provisions of this Agreement, the Company’s Board of Directors (the
“Board”) shall be authorized in its discretion, based upon its review and
evaluation of the performance of the Employee and of the Company or its
subsidiaries, to accelerate the lapse of any restrictions under this Agreement
upon the Restricted Shares, at such times and upon such terms and conditions as
the Board shall deem advisable.

     

    (d)           Until
the Restricted Shares vest and are delivered without restrictions to the
Employee in accordance with the terms of this Agreement, the Employee hereby
irrevocably appoints the Secretary of the Company as his attorney-in-fact to
execute and deliver any stock power or other instrument which may be necessary
to effectuate the transfer of the Restricted Shares (or assignment of
distributions thereon) on the books and records of the Company.


    
      
         


      

      
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    (e)           The
Employee shall not effect a Disposition (as defined below) of any Restricted
Shares unless, until and to the extent the Restricted Shares have vested in
accordance with this Agreement.  Any attempt to effect a Disposition
of any Restricted Shares prior to the date on which the Restricted Shares have
vested and the restrictions have lapsed, shall be void ab initio.  For
purposes of this Agreement, “Disposition” shall mean any sale, transfer,
encumbrance, gift, donation, assignment, pledge, hypothecation, or other
disposition, whether similar or dissimilar to those previously enumerated,
whether voluntary or involuntary, and including, but not limited to, any
disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy or attachment.

     

    3.      
      Forfeiture.  If
prior to the required service period set forth in part 2 above, Employee’s
employment with the Company or its subsidiaries is terminated for any reason,
any unvested Restricted Shares shall be deemed to have been forfeited by the
Employee.  The Board shall have the power and authority to enforce on
behalf of the Company any rights of the Company under this Agreement in the
event of the Employee’s forfeiture of the Restricted Shares pursuant to this
Section 3.

     

    4.       
     Rights with Respect to
Restricted Shares.

     

    (a)           Except
as otherwise provided in this Agreement, the Employee shall have, with respect
to all Restricted Shares, all the rights of a shareholder of the Company,
including the right to vote the Restricted Shares and the right to receive cash
dividends, if any, as may be declared by the Board from time to
time.  Any shares of the Company’s common stock issued to the Employee
as a dividend with respect to the Restricted Shares shall have the same status,
be subject to the same terms and conditions and shall be held on behalf of the
Employee by the Company (on a pro rata basis) as the unvested Restricted Shares,
unless otherwise determined by the Board.

     

    (b)           In
the event that the number of Restricted Shares, as a result of a stock split or
stock dividend or combination of shares or any other change or exchange for
other securities, by reclassification, reorganization or otherwise, is increased
or decreased or changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another corporation,
the number of unvested Restricted Shares shall be appropriately adjusted to
reflect such change.  If any such adjustment shall result in a
fractional share, such fraction shall be disregarded.

     

    5.     
       Taxes.

     

    (a)           If
the Employee elects, within thirty (30) days of the date of this Agreement, to
include in gross income for federal income tax purposes an amount equal to the
fair market value (as of the Grant Date) of the Restricted Shares pursuant to
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the
Employee shall make arrangements satisfactory to the Board to pay to the Company
any federal, state or local income taxes required to be withheld with respect to
the Restricted Shares.  If the Employee shall fail to make such tax
payments as are required, the Company shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to the
Employee any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Shares.

     

    (b)           If
the Employee does not make the election described in Subsection 5(a) above, the
Employee shall, no later than the date as of which the Restricted Shares vest,
pay to the Company, or make arrangements satisfactory to the board for payment
of, any federal, state or local taxes of any kind required by law to be withheld
with respect to the Restricted Shares, and the Company shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to Employee any federal, state, or local taxes of any kind
required by law to be withheld with respect to the Restricted
Shares.

     

    (c)           The
Employee has reviewed with the Employee’s own tax advisors the federal, state,
local and other tax consequences of the grant of Restricted
Shares.  The Employee is relying solely on such advisors and not on
any statements or representations of the Company or any of its
agents.  The Employee understands that the Employee (and not the
Company) shall be responsible for the Employee’s own tax liability that may
arise directly or indirectly as a result of the grant of the Restricted
Shares.


    
      
         


      

      
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    6.      
     Delivery upon
Death.  If the Employee dies prior to all or any portion of the
Restricted Shares having vested, but while such Employee is employed by the
Company, all such unvested Restricted Shares shall be delivered, free of any
restrictions under this Agreement, to the beneficiary or beneficiaries
designated by the Employee, or if the Employee has not so designated any
beneficiary, or no designated beneficiary survives the Employee, such Restricted
Shares shall be delivered to the personal representative of the Employee’s
estate.

     

    7.      
     Amendment, Modification and
Assignment. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Employee and the Chairman of
the Board or other duly authorized member of the Board.  No waiver by
either party of any breach by the other party hereto of any condition or
provision of this Agreement shall be deemed a waiver of any other conditions or
provisions of this Agreement.  No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  This Agreement shall not be assigned by the Employee in
whole or in part.  The rights and obligations created hereunder shall
be binding on the Employee and his heirs and legal representatives and on the
successors and assigns of the Company.

     

    8.        
   Miscellaneous.

     

    (a)           No Right to
Employment.  The grant of the Restricted Shares shall not be
construed as giving the Employee the right to be retained in the employ of the
Company.

     

    (b)           No Limit on Other
Compensation Arrangements.  Nothing contained in this Agreement
shall preclude the Company from adopting or continuing in effect other or
additional compensation arrangements, and such arrangements may be either
generally applicable or applicable only in specific cases.

     

    (c)           Severability.  If
any provision of this Agreement is or becomes or is deemed to be invalid,
illegal or unenforceable in any jurisdiction or would disqualify this Agreement
or the grant of Restricted Shares under any applicable law, such provision shall
be construed or deemed amended to conform to applicable law (or if such
provision cannot be so construed or deemed amended without materially altering
the purpose or intent of  this Agreement and the grant of Restricted
Shares, such provision shall be stricken as to such jurisdiction and the
remainder of this Agreement and the Award shall remain in full force and
effect).

     

    (d)           No Trust or Fund
Created.  Neither this Agreement nor the grant of Restricted
Shares shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company and the Employee or any
other person.  To the extent that the Employee or any other person
acquires a right to receive payments from the Company pursuant to this
Agreement, such right shall be no greater than the right of any unsecured
general creditor of the Company.

     

    (e)           Governing
Law.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Virginia.

     

    (f)           Headings.  Headings
are given to the Paragraphs and Subparagraphs of this Agreement solely as a
convenience to facilitate reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
this Agreement or any provision thereof.

     

    (g)           Employee’s
Acknowledgments.  The Employee acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation,
negotiation, and execution of this Agreement by legal counsel of the Employee’s
own choice or has voluntarily declined to seek such counsel; (iii) understands
the terms and consequences of this Agreement; (iv) is fully aware of the legal
and binding effect of this Agreement; and (v) understands that the law firm of
Gersten Savage LLP has acted as counsel to the Company in connection with the
transactions contemplated by the Agreement, and not as counsel for the
Employee.


    
      
         


      

      
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    (h)           Delivery of
Certificates.  The Employee may request that the Company
deliver the vested Restricted Shares in certificated form.

     

    (i)          
 No
Deferral.  Notwithstanding anything herein to the contrary,
neither the Company nor the Employee may defer the delivery of the Restricted
Shares.

     

    9.       
    Complete
Agreement.  This Agreement and those agreements and documents
expressly referred to herein embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.

     

    
      
        
          
            	
                    SteelCloud,
      Inc.

                  
	 
      	 
      
	
                    By

                  	 
      
	
                    Name/Title:

                  


          

        

      

    

    


    
      
        
          	
                  Agreed
      and Accepted:

                
	 
      	 
      
	
                  By:  

                	 
      


        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name/Title:  

                                      	 
      
	 	 
	
                                        Address:

                                      	 
      
	 	 
	 
      	 
      
	 	 
	
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