WSTL-EX10.1Formof Non-EmployeeDirector








Exhibit 10.1
WESTELL TECHNOLOGIES, INC.


INDEPENDENT DIRECTOR RESTRICTED STOCK AWARD
(as amended September 2014)*


THIS STOCK AWARD (“Award”) is granted this ____ day of ________________ by Westell
Technologies, Inc., a Delaware corporation (“Westell Technologies”) to ______________________ (the
“Director”).


WHEREAS, Westell Technologies is of the opinion that its interests will be advanced by granting
Director a proprietary interest in Westell Technologies, thus providing Director with a more direct stake
in Westell Technologies’ welfare and creating a closer relationship between Director’s interests and those
of Westell Technologies;


NOW, THEREFORE, in consideration of services rendered to Westell Technologies by the 
Director and the services and other conditions required hereunder, Westell Technologies hereby grants
this Award to Director pursuant to the Westell Technologies, Inc. 2004 Stock Incentive Plan (the “Plan”)
on the terms expressed herein and in the Plan.


1.Stock Award. Westell Technologies hereby grants to Director an award of ____________
(________) shares of Class A Common Stock of Westell Technologies (the “Award Shares”), subject to
the forfeiture and nontransferability provisions set forth in Sections 2 and 3, respectively, and the other
terms and conditions set forth herein.


2.Restrictions. Except for such proportions as shall have been released pursuant to Section 4
from the forfeiture period set forth in Section 3, the Director shall not sell, assign, transfer, convey, pledge,
hypothecate, encumber, donate or otherwise dispose of any of the Award Shares under any conditions
(and any disposition or attempted disposition shall be void and of no force or effect whatsoever) until
_________________, at which time the Award Shares shall be released from the restrictions herein if the
Director is then a member of the board of directors of Westell Technologies.


3.Forfeiture. Except for such vesting as may occur pursuant to Section 4 below and as provided
in Section 5, if Director’s position as a member of the board of directors of Westell Technologies
terminates prior to ____________, for any reason, whether such termination is voluntary or involuntary
and whether it occurs by reason of resignation, expiration of term without reelection, removal, or
otherwise, any Award Shares not yet vested shall be immediately forfeited and returned to Westell
Technologies without any payment or other consideration for the shares. In connection therewith,
Director has executed and delivered to Westell Technologies stock powers endorsed in blank and grants
Westell Technologies an irrevocable power of attorney to transfer forfeited Award Shares to Westell
Technologies.


4.Vesting.


(a)On ____________, 25% of the Award Shares shall become vested and nonforfeitable if
Director is then a member of the board of directors of Westell Technologies.


(b)On ____________, an additional 25% of the Award Shares shall become vested and
nonforfeitable if Director is then a member of the board of directors Westell Technologies.
___________
* The award agreement (as amended) applies to all outstanding director restricted stock awards.











(c)On ____________, an additional 25% of the Award Shares shall become vested and
nonforfeitable if Director is then a member of the board of directors of Westell Technologies.


(d)On ____________, the last 25% of the Award Shares shall become vested and nonforfeitable
if Director is then a member of the board of directors of Westell Technologies.


5.Failure to Nominate; Change in Control.


(a)Notwithstanding the provisions of Sections 2, 3 and 4 of this Award, the Director will
become immediately vested in all of the Award Shares:


		
	(i)
	upon a termination of service following a failure to be nominated by the Board of


Directors for re-election as a director (unless failure to be nominated is due to the
director’s refusal to stand for re-election, any act of fraud, intentional misrepresentation,
embezzlement, misappropriation or conversion of assets of Westell Technologies or its
subsidiaries); or


		
	(ii)
	in the event of a Triggering Event following a Change in Control.




(b)For purposes of this Agreement, “Change in Control” and “Triggering Event”, have the
following meaning: 


		
	(i)
	A “Change in Control” of Westell Technologies shall be deemed to have occurred as of


the first day that any one or more of the following conditions shall have been satisfied:


		
	(A)
	the consummation of the purchase by any person, entity or group of persons, within


the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended, except the Voting Trust (together with its affiliates) formed pursuant to the
Voting Trust Agreement dated February 23, 1994, as amended, among Robert C.
Penny III and Melvin J. Simon, as co-trustees, and certain members of the Penny
family and the Simon family, of ownership of shares representing more than 50% of
the combined voting power of the Company’s voting securities entitled to vote
generally (determined after giving effect to the purchase);


		
	(B)
	a reorganization, merger or consolidation of Westell Technologies, in each case, with


respect to which persons who were shareholders of Westell Technologies
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own 50% or more of the combined voting power entitled to
vote generally of Westell Technologies or the surviving or resulting entity (as the
case may be); or


		
	(C)
	a sale of all or substantially all of Westell Technologies’ assets, except that a Change


in Control shall not exist under this clause (c) if Westell Technologies or persons
who were shareholders of Westell Technologies immediately prior to such sale
continue to collectively own 50% or more of the combined voting power entitled to
vote generally of the acquirer.


		
	(ii)
	A “Triggering Event” shall be deemed to have occurred if the Director’s service to


Westell Technologies or its successor terminates [within two (2) years] of a Change in
Control.













6.Legend. Certificates representing the Award Shares (and any shares received in respect of the
Award Shares as contemplated by Paragraph 8 and the adjustment provision in the Plan) shall bear a
legend as follows:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE
ISSUER AND THE HOLDER DATED _______________. A COPY OF SUCH AGREEMENT MAY
BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF
BUSINESS WITHOUT CHARGE.”


7.Dividends. Director shall be entitled to receive and retain all dividends and other distributions
paid on the Award Shares granted under this Award that have not been forfeited except for stock
dividends on unvested Award Shares (which shall be subject to Section 8). Director shall not be entitled
to receive any dividends or other distributions on any Award Shares that are paid after the Award Shares
have been forfeited.


8.Adjustments and Certain Distributions. In the event that, prior to the termination of the
restrictions hereunder on all the Award Shares, Westell Technologies shall have effected one or more
stock splits, stock dividends or other increases of its common stock outstanding without receiving
consideration therefore, all stock received by Director in respect of the Award Shares that are then subject
to the restrictions and risk of forfeiture hereunder shall also be held subject to such restrictions and risk of
forfeiture. In addition, any stock or other securities of any Westell Technologies subsidiaries received by
Director in respect of any Award Shares that are then subject to the restrictions and risk of forfeiture
hereunder shall also be held subject to such restrictions and risk of forfeiture.


9.Non-Transferability. This Award and the rights and privileges conferred by this Award are
personal to Director and shall not, until vested, be sold, assigned, transferred, conveyed, pledged,
hypothecated, encumbered or donated in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process.


10.Withholding Taxes. Under current law and based upon the status of Director as a
nonemployee member of the board of directors of Westell Technologies, lapse of restrictions does not
create a withholding obligation. Should any change in law or Director’s status require withholding, the
lapse of restrictions on the Award Shares is conditioned on any applicable withholding taxes having been
collected by lump sum payroll deduction or by direct payment by the Director to Westell Technologies. If
Director does not make such payment when requested, Westell Technologies may refuse to deliver the
Award Shares and to remove the legend on the Award Shares unless and until arrangements satisfactory
to Westell Technologies for such payment have been made.


IN WITNESS WHEREOF, Westell Technologies has caused this Award to be granted on the date first
above written.


Westell Technologies, Inc.


By:        _____________________            
Title:    _____________________                    


ACCEPTED:


 _____________________                        











ASSIGNMENT SEPARATE FROM CERTIFICATE


ASSIGNMENT OF RESTRICTED STOCK THAT HAS BEEN FORFEITED UNDER TERMS OF
______________, ________, STOCK AWARD


FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to Westell
Technologies, Inc., ____________ shares of Class A Common Stock of Westell Technologies, Inc.,
standing in the name of the undersigned on the books of the corporation represented by Certificate No.
__________, and does hereby irrevocably constitute and appoint ______________ to transfer said stock
on the books of the corporation with full power of substitution in the premises.


Dated:      _____________________            


ACCEPTED:


                            
____________________________