**Exhibit 4.9**

**AWARD AGREEMENTFOR DEFERRED STOCK**

**UNDERTHE**

**VASCODATA SECURITY INTERNATIONAL, INC.**

**2009 EQUITYINCENTIVE PLAN**

THIS AWARD AGREEMENT FOR DEFERRED STOCK (this “**Agreement**”)is made as of                      201_ (the “**Effective Date**”), between VASCO DATA SECURITY INTERNATIONAL, INC. (the“**Company**”) and                      (the “**Grantee**”), a non-employee director of the Company. 

WHEREAS, the Company maintains the VASCO Data Security International, Inc. 2009 Equity Incentive Plan (the “**Plan**”) for thebenefit of its employees, directors, consultants, and other individuals who provide services to the Company; and 

WHEREAS, thePlan permits the issuance of shares of the Company’s Common Stock under various forms of award, subject to certain terms, conditions and restrictions; and 

WHEREAS, to compensate the Grantee for his or her service as a director of the Company, the Company wishes to award the Grantee the right to receive a number of shares of Common Stock, subject to therestrictions and on the terms and conditions contained in the Plan and this Agreement. 

NOW, THEREFORE, in consideration ofthese premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows: 

1.Grant of Deferred Shares. The Company hereby grants to the Grantee an award of                  shares (the “**Deferred Shares**”) of theCompany’s common stock, par value of $.001 per share (the “**Common Stock**”) subject to the terms and conditions set forth herein and in the Plan and subject further to adjustment as provided in Section 3.3 of thePlan. The Deferred Shares granted hereunder represent the unfunded and unsecured right to require the Company to deliver to the Grantee one share of Common Stock for each Deferred Share. The terms of the Plan are hereby incorporated into thisAgreement by this reference, as though fully set forth herein. Capitalized terms used but not defined herein will have the same meaning as defined in the Plan. 

2. Vesting of Deferred Shares. The Deferred Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. 

(a) Vesting. The Deferred Shares will become nonforfeitable on the first anniversary of the Effective Date (the“**Vesting Date**”), provided that the Grantee has, from the date hereof, continuously served as a director of the Company through the Vesting Date. 

(b) All Unvested Shares Forfeited Upon Cessation of Service. Subject to the remainder of this Section 2,upon cessation of Grantee’s service as a director of the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): 

(i) any Deferred Shares that have not, prior to the effective date of suchcessation, become nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited; and 

(ii) the Grantee will have no further rights with respect to those Deferred Shares. 

(c) Acceleration on Death or Disability. If the Grantee ceases to be a director of the Company by reason of the Grantee’s death or physical disability, all outstanding but unvested DeferredShares shall become immediately vested. The term “disability” means a medically determinable mental or physical impairment that, in the opinion of the Board, causes the Grantee to be unable to perform his or her duties as a director of theCompany. 

(d) Acceleration upon a Change in Control. Upon a Change in Control of the Company, alloutstanding but unvested Deferred Shares shall become immediately vested and nonforfeitable. 

3. No Voting Rights; DividendEquivalents. The Grantee shall have no rights as a shareholder of the Company with respect to the Deferred Shares subject to this Agreement (including the right to vote or receive dividends) until the underlying Common Stock is issued to theGrantee in accordance with Section 4. The Grantee will not be entitled to receive cash payments representing any dividend equivalents paid or payable with respect to the Common Stock underlying the Deferred Shares. 

4. Delivery of Common Stock Underlying Deferred Shares. The Company will deliver shares of Common Stock with respect to the DeferredShares to the Grantee within 10 business days upon the earliest to occur of: (i) the Grantee’s cessation of service as a director of the Company, or (ii) a Change in Control (as defined in the Plan), but only if such Change in Controlalso constitutes a “change in control” of the Company within the meaning of Section 409A of the Code (in each case, the date of delivery of such shares is referred to as a “**Delivery Date**”). The Grantee may not electto defer the receipt of the shares of Common Stock underlying the Deferred Shares beyond the Delivery Date provided for in this Section 4. 

5. Restrictions on Transfer. The Grantee may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Deferred Shares subject to this Agreement until such time as the shares ofCommon Stock underlying the Deferred Shares are issued to the Grantee in accordance with Section 4. The Grantee may designate beneficiaries to receive the shares of Common Stock underlying the Deferred Shares subject to this Agreement ifthe Grantee dies before delivery of the shares of Common Stock by so indicating on a form supplied by the Company. If the Grantee fails to designate a beneficiary, such Common Stock will be delivered to the Grantee’s estate. 

6. Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s income taxliability in connection with the grant or vesting of the Deferred Shares or the delivery of the Common Stock underlying the Deferred Shares. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign taxconsequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that theGrantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. 

 

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7. Securities Laws. The Company may from time to time impose any conditions on theDeferred Shares or the shares of Common Stock underlying the Deferred Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3 or other applicable laws. 

8. General Provisions. 

(a) This Agreement, together with the Plan, represent the entire agreement between the parties with respect to the purchase of the Deferred Shares and may only be modified or amended in a writing signedby both parties. 

(b) Any notice, demand or request required or permitted to be given by either the Company orthe Grantee pursuant to the terms of this Agreement shall be in writing and shall be deemed given on the date and at the time delivered via personal, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at thetime telecopied with confirmation of delivery or, if mailed, on the date five days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted andshall be considered delivery of a notice notwithstanding that it is not an original that is received. Any notice to Grantee under this Agreement shall be made to Grantee at the address listed in the Company’s personnel files. If directed to theCompany, any such notice, demand or request shall be sent to the Company’s principal executive office, c/o the Company’s Secretary, or to such other address or person as the Company may hereafter specify in writing. 

(c) The Company may condition delivery of certificates for the shares of Common Stock underlying the Deferred Shares upon theprior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. 

(d) The Grantee has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby accepts theDeferred Shares subject to all of the terms and provisions of the Plan, as amended from time to time. Pursuant to the Plan, the Board and the Committee are authorized to interpret the Plan and to adopt rules and regulations not inconsistent with thePlan as they deem appropriate. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board and the Committee upon any questions arising under the Plan. 

(e) The award of Deferred Shares granted hereunder is intended to comply with the requirements of Section 409A of theCode (“**Section 409A**”). Notwithstanding the foregoing, the Grantee hereby agrees that the Board and/or the Company may, without the prior consent of the Grantee, modify or amend the terms of the this Agreement in any manner it deemsreasonably necessary in its discretion, in order to ensure that the award of Deferred Shares granted hereunder is not subject to any additional taxes or penalties for failing to comply with the requirements of Section 409A of the Code and anyregulations or other authority issued thereunder by the appropriate government authority. 

 

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(f) If any payment, compensation or other benefit provided to the Grantee inconnection with his termination of employment or services is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Grantee is a specified employee as defined inSection 409A(2)(B)(i), no part of such payments shall be paid before the day that is six months plus one day after the termination date (the “**New Payment Date**”). The aggregate of any payments that otherwise would have been paidto the Grantee during the period between the termination date and the New Payment Date shall be paid to the Grantee in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the NewPayment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. 

(g) Neither this Agreement nor any rights or interest hereunder shall be assignable by the Grantee, his beneficiaries or legal representatives, and any purported assignment in violation hereof shall benull and void. 

(h) Either party’s failure to enforce any provision or provisions of this Agreement shallnot in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall notconstitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances. 

(i) The grant of Deferred Shares hereunder will not confer upon the Grantee any right to continue in service with the Company or any of its subsidiaries. 

(j) This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Delaware, without regardto the application of the principles of conflicts or choice of laws. 

(k) This Agreement may be executed,including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. 

*[Signature Page Follows]*

 

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*SIGNATURE PAGE TO*

*AWARD AGREEMENT FOR DEFERRED STOCK*

IN WITNESSWHEREOF, the parties have duly executed this Award Agreement intending it to be effective as of the first date written above. 

 
**VASCO DATA SECURITY INTERNATIONAL, INC.**By:  Its:   [Grantee]
 

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