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Exhibit 10.6
 
   
 
 
 
  
 By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have
carefully reviewed the Plan, and agree that the Plan will control in the event any provision of
this Agreement should appear to be inconsistent Certain capitalized terms used in this Agreement
are defined in the Plan, and have the meaning set forth in the Plan.
 Grantee:(Signature)Corporation:(Signature)Title:
  This is not a stock certificate or a negotiable instrument
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Restricted Stock/ Nontransferability
    
    This grant is an award of Common
Stock in the number of shares set
forth on the cover sheet, at the
purchase price set forth on the
cover sheet, and subject to the
vesting conditions described below
(Restricted Stock). The purchase
price is deemed paid by your
acceptance of employment with or
your prior services to the
Corporation. To the extent not yet
vested, your Restricted Stock may
not be transferred, assigned,
pledged or hypothecated, whether by
operation of law or otherwise, nor
may the Restricted Stock be made
subject to execution, attachment or
similar process.For the purpose of this Agreement,
Service means your service as an
employee, officer, director or
consultant of the Corporation or an
Affiliate. Your change in position
or duties will not result in
interrupted or terminated Service,
so long as you continue to be an
employee, officer, director or
consultant of the Corporation or an
Affiliate. Whether a termination of
Service has occurred for purposes of
this Agreement shall be determined
by the Committee, which
determination shall be final,
binding and conclusive. For the
purpose of this Agreement, an
Affiliate means, with respect to
the Company, any company or other
trade or business that controls, is
controlled by or is under common
control with the Company.Vesting
    
    The Corporation will issue your
Restricted Stock in your name as of
the Grant Date. Your right to the
Common Stock under this Restricted
Stock Agreement shall become 100%
vested as to the total number of
shares of Common Stock covered by
this grant, as shown on the cover
sheet, on the First Vesting Date set
forth on the cover sheet (First
Vesting Date), provided that the
performance goal on Exhibit B is
satisfied. If the performance goal
on Exhibit B is not satisfied prior
to the First Vesting Date, or if
your Service terminates for any
reason prior to the First Vesting
Date, then you will forfeit the
Restricted Stock.
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Issuance
    
    The issuance of the Common Stock
under this grant shall be evidenced
in such a manner as the Corporation,
in its discretion, will deem
appropriate, including, without
limitation, book-entry, registration
or issuance of one or more Common
Stock certificates, with any
unvested Restricted Stock bearing
the appropriate restrictions imposed
by this Agreement. As your interest
in the Common Stock vests as
described above, the recordation of
the number of shares of Restricted
Stock attributable to you will be
appropriately modified.Withholding Taxes
    
    You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the payment of dividends
or the vesting of Common Stock
acquired under this grant. In the
event that the Corporation
determines that any federal, state,
local or foreign tax or withholding
payment is required relating to the
payment of dividends or the vesting
of shares arising from this grant,
the Corporation shall have the right
to require such payments from you,
withhold such amounts from other
payments due to you from the
Corporation or any Affiliate or
withhold vested shares of Common
Stock granted under this Agreement.Section 83(b)
Election
    
    Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the Code), the difference between
the purchase price paid for the
shares of Common Stock and their
fair market value on the date any
forfeiture restrictions applicable
to such shares lapse will be
reportable as ordinary income at
that time. For this purpose,
forfeiture restrictions include
the forfeiture as to unvested Stock
described above. You may elect to
be taxed at the time the shares are
acquired, rather than when such
shares cease to be subject to such
forfeiture restrictions, by filing
an election under Section 83(b) of
the Code with the Internal Revenue
Service within thirty (30) days
after the Grant Date. You will have
to make a tax payment to the extent
the purchase price is less than the
fair market value of the shares on
the Grant Date. No tax payment will
have to be made to the extent the
purchase price is at least equal to
the fair market value of the shares
on the Grant Date. The form for
making this election is attached as
Exhibit A hereto. Failure to make
this filing within the thirty (30)
day period will result in the
recognition of ordinary income by
you (in the event the fair market
value of the shares as of the
vesting date exceeds the purchase
price) as the forfeiture
restrictions lapse.
YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
CORPORATIONS, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b), EVEN
IF YOU REQUEST THE CORPORATION OR
ITS
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REPRESENTATIVES TO MAKE THIS
FILING ON YOUR BEHALF. YOU ARE
RELYING SOLELY ON YOUR OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b)
ELECTION.Retention Rights
    
    This Agreement does not give you the
right to be retained or employed by
the Corporation (or any of its
Affiliates) in any capacity. The
Corporation (and any Affiliates)
reserve the right to terminate your
Service at any time and for any
reason.Shareholder Rights
    
    You have the right to vote the
Restricted Stock and to receive any
dividends declared or paid on such
stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
Except as described in the Plan, no
adjustments are made for dividends
or other rights if the applicable
record date occurs before your stock
certificate is issued.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar change
in the Corporation common stock, the
number of shares covered by this
grant may be adjusted (and rounded
down to the nearest whole number)
pursuant to the Plan. Your
Restricted Stock shall be subject to
the terms of the agreement of
merger, liquidation or
reorganization in the event the
Corporation is subject to such
corporate activity in accordance
with the terms of the Plan.Legends
    
    All certificates representing the
Common Stock issued in connection
with this grant shall, where
applicable, have endorsed thereon
the following legend:THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS
TO PURCHASE SUCH SHARES SET FORTH IN
AN AGREEMENT BETWEEN THE CORPORATION
AND THE REGISTERED HOLDER, OR HIS OR
HER PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE CORPORATION
AND WILL BE FURNISHED UPON WRITTEN
REQUEST TO THE SECRETARY OF THE
CORPORATION BY THE HOLDER OF RECORD
OF THE SHARES REPRESENTED BY THIS
CERTIFICATE.Applicable Law
    
    This Agreement will be interpreted
and enforced under the laws of the
State of Maryland, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.Consent to Electronic
    
    The Corporation may choose to
deliver certain statutory
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Delivery
    
    materials
relating to the Plan in electronic
form. By accepting this grant you
agree that the Corporation may
deliver the Plan prospectus and the
Corporations annual report to you
in an electronic format. If at any
time you would prefer to receive
paper copies of these documents, as
you are entitled to receive, the
Corporation would be pleased to
provide paper copies. Please
contact ACE*COMM Corporation,
_________, Attn: Stock Plan Administration.The Plan
    
    The text of the Plan is incorporated
in this Agreement by reference.This Agreement and the Plan
constitute the entire understanding
between you and the Corporation
regarding this grant of Restricted
Stock. Any prior agreements,
commitments or negotiations
concerning this grant are
superseded.
 By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.
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ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
   Name:Address:Social Security No.:
  
         
 
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1
 30 days
  3. You must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred to you.
 Performance Goal
 
 1
    
    Whether or not to make the election is
your decision and may create tax consequences for you. You are advised to
consult your tax advisor if you are unsure whether or not to make the election. 7