Exhibit
10.22




***
CONFIDENTIAL ***




FORM
OF DIRECTOR RESTRICTED STOCK GRANT AGREEMENT
 Entered
into by Robert Curtis, Laurence Ditkoff, David Gust, Stephen Hicks, Henry
Sargent
 
  This
Agreement dated as of September 21, 2009 (this “Agreement”) is made
by and between Technest Holdings, Inc., a Nevada corporation (including, as
context requires, its subsidiaries the “Company”), and [Name
of Non-Employee Director] (the “Grantee”).
  1. Definitions.  As
used in this Agreement, the following terms shall have the following
meanings:
 
 Service:  Service
as an employee, officer or director of, or a consultant or advisor to, the
Company or its successors.
 
 Shares:  The
shares of Common Stock issued to Grantee hereunder and any other securities of
the Company which may be issued in exchange for or in respect of such shares of
Common Stock, whether by way of stock split, stock dividend, combination of
shares, reclassification, recapitalization, reorganization or any other
means.
  2.  Grant of
Shares.  The Company hereby grants to Grantee, and Grantee
hereby accepts from the Company, 130,246 shares of the Company’s common stock,
$0.001 par value per share (“Common
Stock”).  Grantee and the Company hereby agree that such shares
are granted as compensation for Grantee’s Service to the Company.
  3.  Representations of
Grantee.  Grantee understands that the Shares are not
registered under the Securities Act of 1933, as amended (the “Act”), and represents
to the Company, and agrees that the Company is entitled to rely on such
representations, as follows:
  (a) Grantee
understands that the Shares have not been registered under the Act, or
registered or qualified under the securities or “Blue Sky” laws of any
jurisdiction, and are being sold pursuant to exemptions contained in the Act and
exemptions contained in other applicable securities or “Blue Sky”
laws.  Grantee understands further that the Company’s reliance on
these exemptions is based in part on the representations made by Grantee in the
Agreement.  In this connection, Grantee represents and warrants that
the offer and sale of the Shares were made solely in _____________.
 
 (b) Grantee
understands the term “accredited investor” as used in Regulation D promulgated
under the Act and represents and warrants to the Company that he is an
“accredited investor” for purposes of acquiring the Shares. The nature and
amount of Grantee’s investment in the Shares is consistent with Grantee’s
investment objectives, abilities, and resources.  Grantee understands
that the Shares are an illiquid investment, which will not become freely
transferable by reason of any “change of circumstances”
whatever.  Grantee has adequate means of providing for Grantee’s
current needs and possible contingencies and has no need for liquidity in
Grantee’s investment.
  
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 (c) Grantee
is acquiring the Shares for Grantee’s own account for investment, and not for,
with a view to, or in connection with the resale or distribution
thereof.  Grantee has no present intention to sell, hypothecate,
distribute or otherwise transfer the Shares or any portion thereof or any
interest therein.
  (c) Grantee
understands that the Shares will constitute “restricted securities” within the
meaning of Rule 144 promulgated under the Act and that, as such, the Shares must
be held indefinitely unless they are subsequently registered under the Act or
unless an exemption from the registration requirements thereof is
available.
  (e) In
connection with Grantee’s acquisition of the Shares, Grantee accepts the
condition that the Company may maintain “stop transfer” orders with respect to
the Shares and that each certificate or other document evidencing the Shares
will bear conspicuous legends in substantially the form set forth in Section 5
of this Agreement.
  (f)  Grantee has obtained all
financial or legal advice as Grantee deems necessary with respect to Grantee’s
acquisition of the Shares.  Grantee has fully investigated the Company
and its business and financial condition, to include a review of the Company’s
pubic filings with the Securities and Exchange Commission, and has knowledge of
the Company’s current activities.
  4. Restrictions on
Transfer.  The following restrictions on transfer of the Shares
shall apply:
  (a)  Securities
Laws.  No Shares, nor any interest therein, may be sold,
assigned, pledged or otherwise transferred at any time or under any
circumstances unless the Shares proposed to be transferred have been registered
under the Act and qualified under applicable state securities laws, or (ii) the
Company has received, or agreed to waive, an opinion of counsel acceptable to
the Company to the effect that such transfer may be effected without
registration under the Act or qualification under the securities laws of
relevant states and the proposed transferee has made such representations and
agreements as the Company shall require to assure compliance with the Act and
such laws.
  (b) Remedies.  No
sale, assignment, pledge or other transfer of Shares shall be effective or given
effect on the books of the Company unless all of the applicable provisions of
this Section 4 have been duly complied with.  In addition to any other
legal or equitable remedies which it may have, the Company may enforce its
rights by actions for specific performance (to the extent permitted by law) and
may refuse to recognize any transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend and voting
rights, until all applicable provisions hereof have been complied
with.
  5.  Legends.  Each
certificate representing Shares shall prominently bear legends in substantially
the following forms, to the extent applicable:
  These
securities have not been registered under the Securities Act of
1933.  They may not be sold, offered for sale, pledged or hypothecated
in the absence of a registration statement in effect with respect to the
securities under such Act or an opinion of counsel satisfactory to the
Corporation that such registration is not required.
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  The
securities represented by this certificate have been acquired for investment and
have not been registered or qualified under the securities or “Blue Sky” laws of
any jurisdiction.  They may not be offered or sold without an opinion
of counsel to the Corporation to the effect that the proposed transaction will
be exempt from registration, qualification, and filings in all applicable
jurisdictions.
  The
Corporation is authorized to issue more than one class or series of
stock.  The powers, designations, preferences and relative
participating, optional or other special rights, and the qualifications,
limitations or restrictions of such preferences and/or rights of each class of
stock or series of any class set forth in the Certificate of Incorporation of
the Corporation.  The Corporation will furnish a copy of the
Certificate of Incorporation of the Corporation to the holder of this
certificate without charge upon request.
  6. Miscellaneous.
  (a) Entire
Agreement.  This Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all prior agreements, negotiations, representations and proposals, written or
oral, relating to such subject matter.
  (b) Amendments.  Neither
this Agreement nor any provision hereof may be changed or modified except by an
agreement in writing executed by Grantee and on behalf of the
Company.
  (c)  Binding Effect of the
Agreement.  This Agreement shall inure to the benefit of, and
be binding upon, the Company, Grantee and their respective estates, heirs,
executors, transferees, successors, assigns and legal
representatives.
  (d)  Provisions Severable.
In the event that any provision of this Agreement shall be determined to be
invalid, illegal or otherwise unenforceable by any court of competent
jurisdiction, the validity, legality and enforceability of the other provisions
of this Agreement shall not be affected thereby.  Any invalid, illegal
or unenforceable provision of this Agreement shall be severed, and after any
such severance, all other provisions hereof shall remain in full force and
effect.
  (e)  Notices.  All
notices under this Agreement shall be effective (i) upon personal or facsimile
delivery, (ii) two business days after deposit in the United States mail as
registered or certified mail postage fully prepaid, or (iii) one business day
after pickup by any overnight commercial courier service, in each case sent or
addressed to the Company at its principal office and to Grantee at her record
address as carried in the stock records of the Company or at such other address
as she may from time to time designate in writing to the Company.
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  (f) C onstruction.  A
reference to a Section shall mean a Section of this Agreement unless otherwise
expressly stated.  The titles and headings herein are for reference
purposes only and shall not in any manner limit the construction of this
Agreement which shall be considered as a whole.  The words “include,”
“includes” and “including” when used herein shall be deemed in each case to be
followed by the words “without limitation.”  Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of names and pronouns shall
include the plural and vice-versa.
  (g) No Employment
Agreement.  This Agreement shall not be construed as an
agreement by the Company to employ Grantee, nor is the Company obligated to
employ Grantee by reason of this Agreement or the issuance of the Shares to
Grantee.
  (h) Applicable
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Maryland, without regard to its
principles of conflicts of laws.  Grantee consents to jurisdiction and
venue in any state or federal court in the State of Maryland for the purposes of
any action relating to or arising out of this Agreement or any breach or alleged
breach hereof, and to service of process in any such action by certified or
registered mail, return receipt requested.
  (i) Withholding
Taxes.  Grantee acknowledges and agrees that the Company has
the right to deduct from payments of any kind otherwise due to Grantee any
federal, state or local taxes of any kind required by law to be withheld with
respect to the granting and vesting of the Shares to Grantee.  Grantee
agrees that she shall, no later than the date as of which the value of any
portion of the Shares first becomes includable in the gross income of the
Grantee for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Company regarding payment of any Federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect such income.  The Company and its affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
 
 (j) Pursuant to
Plan.  This grant of stock shall be subject in every respect to
the provisions of the Company’s 2006 Stock Award Plan (the “Plan”), as amended from time
to time, which is incorporated herein by reference and made a part
hereof.  The Grantee hereby accepts this grant of stock subject to all
the terms and provisions of the Plan and agrees that (i) in the event of any
conflict between the terms hereof and those of the Plan, the latter shall
prevail, and (ii) all decisions under and interpretations of the Plan by the
Board of Directors of the Company or the Committee, as defined in the Plan,
shall be final, binding and conclusive upon the Grantee and her heirs and legal
representatives.
 
 
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 IN
WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the
date first above written.
  Technest
Holdings, Inc.
   By:
_____________________________
 Name:
Gino M. Pereira
 Title: Chief
Executive Officer
    GRANTEE:
  _________________________________
 [Non-employee
director]
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