**Exhibit10.3**   ** ** **MRO Software, Inc.****Amended Stock Restriction Agreement**This Stock Restriction Agreement is made between MRO Software, Inc. (the “Company”) and theundersigned Holder as of May 10, 2005 (this “Agreement”), pursuant and subject to the Company’sAmended and Restated 1999 Equity Incentive Plan, as amended (the “Plan”). Unless otherwise definedherein, all capitalized terms shall have the meanings given in the Plan.1. Definitions.The Holder may be granted shares of Stock under and subject to the terms of this Agreement on oneor more occasions. The specific number of shares, the schedule under which the restrictions ofthis Agreement shall lapse, and other terms specific to each grant of stock under this Agreementwill be set forth on one or more Schedule As, executed by the parties, referencing thisAgreement, incorporated herein and made a part hereof. As used herein: a) The term “Fair Market Value” on a specific day means the closing sales price forCompany Common Stock (or the closing bid, if no sales were reported) as quoted on theNasdaq National Market or any similar organization or if Company Common Stock is listed onany national securities exchange, as quoted on such national securities exchange, asapplicable, as reported in The Wall Street Journal or other source as the Board deemsreliable, and if Company Common Stock is not traded on the Nasdaq National Market or anysimilar organization or on any national securities exchange, the value as determined ingood faith by the Compensation Committee of the Company’s Board of Directors, based on theinformation available to it.  b) The term “Statutory Percentage” means the minimum percentage rate of withholding forU.S. federal and state income tax purposes, and for FICA, as utilized by the Companygenerally in calculating its tax and FICA withholding obligations at the time that eachsuch withholding obligation arises.  c) The term “Stock” means MRO Software, Inc. Common Stock, $ .01 par value.  d) The term “Shares” means such number of shares of Stock as are indicated on eachSchedule A attached hereto.  e) The term “Restricted Shares” means such number of Shares as to which the restrictionsof Section 3 below have not yet lapsed, under and pursuant to the terms of the applicableSchedule A.2. Change in Vesting Upon Change in Control. a) In the event of a Change in Control of the Company (as defined in the Plan), therestrictions of Section 3 below shall lapse (and the Shares shall vest) as set forth inSection 16(b) of the Plan, as follows: i) immediately upon such Change of Control, if the Holder is then an employee ofthe Company, twenty-five percent (25%) of any unvested Shares shall vest;  ii) on the date that is nine months after such Change in Control, if the Holder isthen an employee of the Company, one third (33 1/3%) of the Shares that are not thenyet vested in accordance with the original terms or by virtue of this Section (d) shallvest;  iii) on the date that is eighteen months after such Change in Control, if the Holderis then an employee of the Company, fifty percent (50%) of the Shares that are not thenyet vested in accordance with the original terms or by virtue of this Section (d) shallvest; and  iv) on the second anniversary of such Change in Control, if the Holder is then anemployee of the Company, all (100%) of the Shares shall be vested. b) The foregoing clauses (i) through (iv) are intended to provide for vesting that is inaddition to, and not in lieu of, the vesting schedule provided in Schedule A orotherwise in effect at the time of a Change in Control, and, except to the extentaccelerated by such clauses, the Shares shall continue to vest in accordance with the termshereof.

 
 c) In addition, this Agreement shall terminate and all of the Shares shall be vested and nolonger be subject to the provisions of Section 3 below, immediately if, within two yearsfollowing a Change in Control of the Company, the Holder is terminated or resigns from hisor her employment by the Company for Good Reason as defined and pursuant to the provisionsof Section 16(e) of the Plan.3. Stock Restrictions. a) The Restricted Shares may not be transferred or assigned, either voluntarily or byoperation of law, other than by will or the laws of descent and distribution. If theHolder’s employment terminates for any reason other than as provided in Section 2(c) above(including by reason of the Holder’s death, disability or retirement), such Shares as arethen Restricted Shares shall be forfeited as provided under Section 7, and all other(non-Restricted) Shares shall remain the property of the Holder.  b) The foregoing notwithstanding, (i) until the forfeiture of all remaining RestrictedShares pursuant to Section 7 below, Holder shall be considered a shareholder of theCompany, with full voting rights, with respect to all Restricted Shares, and (ii) theHolder may, by delivering written notice to the Company, in a form satisfactory to theCompany, designate a third party who, in the event of the death of the Holder, shallthereafter be entitled to exercise the Holder’s rights under this Stock RestrictionAgreement.  c) The restrictions applicable to the Restricted Shares hereunder are being recorded inthe records of the Company and communicated to its transfer agent, and the following legendshall be placed on the reverse side of each stock certificate representing RestrictedShares:     “The Shares represented by this certificate are subject to the terms of aStock Restriction Agreement between the stockholder and MRO Software, Inc., acopy of which will be made available for inspection at the Corporation’spremises upon request.”4. Term and Termination. a) The restrictions on transfer under Section 3 shall not apply and shall be automaticallyterminated with respect to any Shares which are not Restricted Shares or which at any timecease to be Restricted Shares.  b) This Agreement shall terminate at such time as all Shares have ceased to be RestrictedShares.5. Tax Matters — General. a) The Holder will be solely responsible for obtaining such tax treatment of the Sharesand of his receipt thereof as he may desire, including without limitation the timely filingof an election under Section 83(b) of the Internal Revenue Code of 1986, as amended.  b) The Holder shall satisfy any federal, state or local tax (or FICA) withholdingobligation relating to the grant, vesting, transfer or sale of the Shares, and herebyauthorizes and instructs the Company to withhold such amounts from compensation otherwisepayable to the Holder as may be calculated by the Company in good faith based on thestatutory tax rate, and the fair market value of the Shares at the time that therestrictions lapse.  c) The Holder will provide the Company with all information requested in connection withthe Holder’s receipt of the Shares, and any subsequent sale(s) or other disposition(s)thereof required in order for the Company to satisfy tax, accounting and securities lawsreporting and other regulatory requirements. Information with respect to sale(s) ordisposition(s) of Shares by the Holder should be delivered to the Company before the end ofthe day within which they occurred. Information should be provided to the attention of theCompany’s General Counsel or, in his absence, to its Chief Financial Officer.  d) Any other provision of this Agreement to the contrary notwithstanding, the Holder shalldefend, indemnify and hold the Company harmless from and against any and all damages,costs, expenses, fines, penalties, reasonable attorney’s fees and claims of every kind ornature arising from the Holder’s failure to provide any information required hereunder, orto pay any tax amounts when due.

 
6. Net Share Issuance. Subject to such administrative procedures as the Company mayestablish: a) The Holder hereby elects to satisfy his or her withholding obligation by the deliveryof Shares to the Company, valued at Fair Market Value at the time that the withholdingobligation arises.  b) In particular, the Holder desires and hereby instructs that the Shares shall initiallybe held in the Holder’s name in book entry form by the Company’s transfer agent, and thatat each time that any portion of the Shares vest as set forth in Section 1(e) above andSchedule A, the transfer agent is hereby instructed to transfer the StatutoryPercentage of such Shares (the “Tax Payment Shares”) to the Company (or retire such Shares,as the Company may from time to time instruct its transfer agent), with the remaining (1minus the Statutory Percentage) of such Shares being transferred to the Holder at suchHolder’s designated account.  c) The execution of this Agreement by the Holder hereby constitutes (i) the Holder’sinstruction to the Company and to the Company’s transfer agent to sell and transfer the TaxPayment Shares to the Company as described above, and (ii) the Holder’s agreement to sellto the Company, and the Company’s agreement to purchase from the Holder, the Tax PaymentShares, at such times and for such value as provided in 6(a) and 6(b) above. Uponexecution of this Agreement, neither the Company nor the Holder shall have any influenceover how, when or whether the foregoing transactions shall occur.  d) The Holder and the Company each acknowledge that, if indicated on Schedule A,this Agreement is intended to constitute a written contract, instruction and plan withinthe meaning of the affirmative defense contemplated under Rule 10b5-1(c) as promulgatedunder the Securities Exchange Act of 1934 by the Securities and Exchange Commission.  e) The Company has reviewed this Agreement and determined that the execution of thisAgreement and the transfer of the Tax Payment Shares to the Company as provided hereinwould not violate the Company’s Policy on Insider Trading (the “Policy”).  f) The Holder shall have the right to terminate this Section 6 as to all or someparticular Schedule As, in whole or in part, upon written notice to the Company.The Company shall have the right, in its sole discretion, to unilaterally terminate thisSection 6 at the same time as it terminates similar agreements of even date herewithentered into with other holders of restricted stock.7. Termination of Service. In the event that the Holder ceases to serve as an employeeof the Company other than as contemplated under Section 2(c) above (including by reason ofdeath, disability or retirement), all Shares that are then Restricted Shares shall be returnedto the Company and shall revert to the Plan. In the event that the Holder does not return theRestricted Shares to the Company within two business days after written request from theCompany, such Restricted Shares shall be deemed forfeited, and the Company shall be entitledto place a stop transfer order with its transfer agent and to take such other actions as theCompany deems appropriate in order to secure the forfeiture and return of such shares. Allother (non-Restricted) Shares shall remain the property of the Holder. 8. Miscellaneous. a) The Holder acknowledges having received, and represents that s/he has read andunderstands the Policy. The Holder agrees that, upon any failure by the Holder to complyfully with the Policy, the Company may immediately: terminate this Agreement, suspend theHolder’s rights hereunder, and/or refuse to permit the Holder to sell or transfer any ofthe Shares.  b) Notice hereunder shall be given to the Company at its principal place of business, andshall be given to the Holder at the address set forth on the most recent ScheduleA, or in either case at such other address as one party may subsequently furnish to theother party in writing.  c) This Agreement does not confer upon the Holder any rights with respect to continuanceof his or her employment by the Company or any of its Affiliates, or restrict or limit theright of the Company or any Affiliate to terminate such employment, with or without cause.

 
 d) The Company may enforce its rights hereunder without any other notice and withoutcompliance with any other condition precedent now or hereunder imposed by statute, rule oflaw or otherwise (all of which are hereby expressly waived by the Holder, to the fullestextent permitted by law).  e) Pursuant and subject to Section 17 of the Plan, the Board may at any time amend thePlan. This Agreement is administered on behalf of the Company by (and upon the instructionof) the Committee. Without limiting the provisions of the Plan or the powers of theCommittee, the Committee may: i. construe and interpret the Plan and this Agreement, and establish, amend andrevoke rules and regulations for their administration. The Committee, in the exerciseof this power, may correct any defect, omission or inconsistency in this Agreement, ina manner and to the extent it shall deem necessary or expedient to make this Agreementfully effective;  ii. amend this Agreement; provided that no such amendment may be adopted whichadversely affects the Holder’s rights under this Agreement without the Holder’sconsent;  iii. accelerate the time at which the restrictions of Section 3 will lapse,notwithstanding any provisions of this Agreement.  f) The Holder and any person to whom the Restricted Shares are permissably transferredshall be deemed to be the beneficial holder of, and shall have all voting and other rightsof a holder with respect to, such shares.  g) In the event of any conflict between the terms of this Agreement and the terms of thePlan, the terms of the Plan shall control. The provisions of the Plan and this Agreementshall be governed by and interpreted in accordance with the internal laws of theCommonwealth of Massachusetts without regard to any applicable conflicts of law principlesthereof.  h) This Agreement may be amended or terminated upon mutual agreement of the parties.IN WITNESS WHEREOF, MRO Software, Inc. and the undersigned Holder have each executed this Agreementas of the date first written above.         **MRO Software, Inc.** **Holder**   By:   By:               Craig Newfield, General Counsel          Name: *Name Typed Here*   Date: May 10, 2005 Date:             *This Agreement and the terms and conditions hereof are hereby accepted and agreed to by theabove-signed Holder. I understand that this Agreement is subject to the terms and conditions ofthe Plan, and acknowledge that I have received a copy of the Prospectus which describes the Plantogether with this Agreement, and that copies of the Prospectus and the Plan are available fromHuman Resources or via Lotus Notes at any time. I further acknowledge and represent that I haveread, that I understand, and that I will comply with, the Company’s Policy on Insider Trading. Iagree that the Company may suspend my benefits under this Agreement, or refuse to permit me to sellany Shares, if I fail to comply with that Policy.*

 
**SCHEDULE A**