**Exhibit 10.6**

**EXECUTIVE OFFICER RESTRICTED STOCK AWARD AGREEMENT**

**THIS EXECUTIVE OFFICER RESTRICTED STOCK AWARDAGREEMENT**(the “Agreement”) is effective as of [                ] [        ],200[    ] (the “Grant Date”), between Jackson Hewitt Tax Service Inc., a Delaware corporation (the “Company”), and [PARTICIPANT] (the “Participant”). 

Pursuant to the Jackson Hewitt Tax Service Inc. Amended and Restated 2004 Equity and Incentive Plan (the “Plan”), the CompensationCommittee of the Board of Directors of the Company (the “Committee”) has determined that the Participant is to be granted a restricted stock award (the “Restricted Stock Award”), on the terms and conditions setforth herein, and on the terms and conditions set forth in the Plan, and hereby grants such Restricted Stock Award. Capitalized terms used herein which are not defined in this Agreement will have the meanings set forth in the Plan. The Participantacknowledges that the Participant has received a copy of the Plan Prospectus. 

**1. Number of Restricted Shares.**

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to theParticipant the Restricted Stock Award consisting of [            ] shares of the common stock of the Company (the “Restricted Shares”). The Restricted Shares shallvest and become nonforfeitable in accordance with Section 2 hereof. 

**2. Vesting of the Restricted Shares.**

(a) The Restricted Shares shall vest based on the achievement of the financial performance goals during fiscal year 2009 as set forth on Exhibit A;provided, however, that if the number of Restricted Shares would result in the issuance of a fraction of a share, no fractional share shall be issued and instead the number of Restricted Shares shall be increased or decreased to the next wholenumber. The determination by the Committee with respect to the financial performance levels achieved by the Company during fiscal year 2009 and the number of Restricted Shares that vests shall be made on a date not later than July 31, 2009 (the“Performance Measurement Date”). Any Restricted Shares that fail to meet the financial performance goals set forth on Exhibit A shall be forfeited. The Restricted Shares that have vested based on the achievement of the financialperformance goals are herein referred to as the “Performance Vested Shares.” So long as Participant continues to be employed by the Company, the Performance Vested Shares shall vest and become nonforfeitable after one year from the GrantDate as to one third of the Performance Vested Shares, after two years from the Grant Date as to two thirds of the Performance Vested and after three years from the Grant Date as to 100% of the Performance Vested Shares; provided, however, that anyfractional Performance Vested Shares shall not vest, or be delivered, until the final vesting event. 

(b) If the Participant’s servicewith the Company terminates or is terminated due to (i) the Participant’s death; (ii) the Participant becoming Disabled (as defined in the Participant’s employment agreement); (iii) a Without Cause Termination (as defined inthe Participant’s employment agreement); or (iv) a Constructive Discharge (as defined in the Participant’s employment agreement), 

the Performance Vested Shares will become immediately and fully vested; provided, however, that if such termination is prior to the Performance MeasurementDate, then all Restricted Shares will become immediately and fully vested. If the Participant’s service with the Company terminates or is terminated for any reason other than as set forth in the preceding sentence, the Restricted Shares shall,to the extent not then vested and not previously forfeited, be forfeited by the Participant without consideration. 

(c) Notwithstanding anyother provision of this Agreement to the contrary, in the event a Change in Control occurs, the Performance Vested Shares shall immediately become fully vested; provided, however, that if such Change in Control is prior to the PerformanceMeasurement Date, then all Restricted Shares will immediately become fully vested, subject to the terms of the Plan. 

**3. Certificatesfor the Restricted Shares.**

The Restricted Shares shall be held in escrow in a restricted book entry account with the Company’stransfer agent in the name of the Participant. Upon vesting of the Restricted Shares, the Restricted Shares shall be released into an unrestricted book entry account with the Company’s transfer agent; provided, however, that a portion of suchRestricted Shares shall be surrendered in payment of required withholding taxes in accordance with Section 10 below, unless the Company, in its sole discretion, establishes alternative procedures for the payment of required withholding taxes.

**4. Rights as a Stockholder.**

The Participant shall be the record owner of the Restricted Shares until or unless such Restricted Shares are forfeited pursuant to Section 2 hereof, and as record owner shall, except as otherwise providedherein, be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights with respect to the Restricted Shares; provided that the Restricted Shares shall be subject to the limitations on transfer andencumbrance set forth in Section 7. The Participant shall be entitled to dividends or other distributions paid or made on Restricted Shares but only as and when the Restricted Shares become vested. Dividends paid on Restricted Shares that havenot yet vested will be held by the Company and transferred to the Participant, without interest, on such date as the Restricted Shares become vested. Dividends or other distributions paid on Restricted Shares that are forfeited shall be retained bythe Company. Following the vesting of any Restricted Shares pursuant to Section 2, you have the right to request certificates for the Restricted Shares which have vested along with the stock powers relating thereto. However, the Company shallnot be liable to the Participant for damages relating to any delays in issuing the certificates to the Participant, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

**5. Legend on Certificates.**

The certificates representing the vested Restricted Shares delivered to the Participant shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or therules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the common stock of the Company is listed, and any applicable federal or state laws, and the Committee may cause a legend or legendsto be put on any such certificates to make appropriate reference to such restrictions. 

 

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**6. No Right to Continued Employment.**

The granting of the Restricted Shares evidenced by this Agreement shall impose no right upon the Participant to continue in the employ or service of theCompany and shall not lessen or affect the Company’s right to terminate the employ or service of the Participant at any time. 

**7.Transferability.**

The Restricted Shares may not, at any time prior to becoming vested pursuant to Section 2, be assigned,alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant (other than by the laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shallbe void and unenforceable against the Company or any Affiliate. 

**8. Authorization to Return Forfeited Shares.**

The Participant authorizes the Company or its designee to return to the Company all Shares of Restricted Stock which are forfeited pursuant to theAgreement and the Plan. 

**9. Restricted Stock Award Subject to Plan.**

By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The RestrictedStock Award and the Restricted Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term orprovision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 

**10. Income Tax Consequences.**

**(a)*****Withholding.***The Participant shall pay to the Company, and theCompany shall have the right and is hereby authorized to withhold, any and all applicable withholding taxes in respect of the Restricted Shares, including (without limitation) such taxes that may arise upon the Participant’s making an electionunder Section 83(b) of the Code as described below or otherwise upon the vesting of such shares, and the Company may take such action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of suchwithholding taxes, including, without limitation, deducting all applicable required withholding taxes from the Participant’s compensation. Without limiting the generality of the foregoing, to the extent permitted by the Committee in its solediscretion, the Participant may satisfy, in whole or in part, the foregoing withholding liability by delivering shares of common stock of the Company held by the Participant (which are not subject to any pledge or other security interest and whichhave been vested and held by the Participant for no less than six months, or such other period as may be established from time to time by 

 

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the Committee or United States generally accepted accounting principles) or by having the Company withhold from the number of Restricted Shares otherwisedeliverable to the Participant hereunder Restricted Shares with a fair market value not in excess of the statutory minimum withholding liability. 

**(b)*****Section 83(b) Election***. The Participant hereby acknowledges that the Participant has been informed that, with respect to the Restricted Shares, an election may be filed by the Participant with the U.S. InternalRevenue Service (the “IRS”) within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Code to be taxed currently on the fair market value of the Restricted Shares on the Grant Date. The Participant agrees to providethe Company with a copy of any election made pursuant to Section 83(b) of the Code at the time of filing such election. 

**(c)*****Representations.*** The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement (including any Section 83(b)election). The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any taxliability that may arise as a result of the transactions contemplated by this Agreement. 

**11. Securities Laws.**

Upon the vesting of any Restricted Shares, the Participant will make or enter into such written representations, warranties and agreements as theCommittee may reasonably request in order to comply with applicable securities laws or with this Agreement. 

**12. Miscellaneous.**

(a) ***Entire Agreement.***This Agreement and the Plan contain all of the understandings and agreements between the Companyand the Participant concerning the Restricted Stock Award and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto. The Company and the Participant have made no promises, agreements,conditions or understandings, either orally or in writing, that are not included in this Agreement or the Plan. 

(b)***Captions.*** The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. 

(c) ***Notices.*** Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail,return receipt requested, addressed, if to the Company or the Committee, to the attention of the General Counsel of the Company at the principal office of the Company and, if to the Participant, to the Participant’s last known address containedin the personnel records of the Company. 

 

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(d) ***Succession and Transfer.*** Each and all of the provisions of this Agreement are bindingupon and inure to the benefit of the Company and the Participant and their respective estate, successors and assigns, subject to any limitations on transferability under applicable law or as set forth in the Plan. 

(e) ***Governing Law.*** This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with thelaws of the State of Delaware without giving effect to the choice of law principles thereof. 

(f) ***Resolution of Disputes.*****Any dispute or disagreement which may arise under, or as a result of, or in any way relate to the interpretation, construction, or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall befinal, binding, and conclusive on Participant and the Company for all purposes. 

(g) ***Signature in Counterparts.*******ThisAgreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

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**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date first writtenabove. 

 
**JACKSON HEWITT TAX SERVICE INC.**By: 
 
Name: Title: 
 
**[PARTICIPANT]**
 

 

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**Exhibit A**

The portion of the Restricted Shares that vest shall be equal to the number set forth across from the financial performance measure level achieved by the Company during fiscal year 2009 as forth in the table below. 

**[VESTING TABLE]**

 

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