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EXHIBIT 10.25
 LodgeNet Entertainment Corporation 2003 Stock Option and
Incentive Plan Restricted Stock Award Agreement
(Time-Based Vesting)
 Name:Date of Award:Number of Shares of Restricted Stock Awarded:




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a.
    
    If, in connection with or within two (2) years following the occurrence
of a
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Change in Control (as defined in subsection 15 (b) below), your employment with the
Company terminates voluntarily for Good Reason (as defined in subsection 15 (b)
below), or involuntarily for any reason other than for Cause (as defined in
subsection 15 (b) below), the risk of forfeiture for all outstanding shares of
Restricted Stock as to which the risk of forfeiture was not previously terminated
pursuant to the terms of Section 1 hereof shall, without further action, terminate
as of the date of such employment termination.b.
    
    For purposes hereof: (i) termination of employment for Cause shall
mean termination of your employment by the Company or any of its subsidiaries
because of: (A) your dishonesty, fraud or breach of trust or substantial misconduct
in the performance of, or substantial nonperformance of, your duties, (B) any act
or omission by you that is a substantial cause for a regulatory body with
jurisdiction over the Company or any of its subsidiaries to request or recommend
your suspension or removal or to impose sanctions upon the Company, or (C) a
material breach by you of any applicable employment agreement between you and the
Company or any of its subsidiaries; (ii) termination with Good Reason shall mean
voluntary termination of your employment because, without your express written
consent: (A) the Company or any subsidiary materially breaches any of the terms of
an employment agreement, severance agreement or other compensation arrangement
between the Company or any of its subsidiaries and you, (B) you are assigned duties
materially inconsistent with your position, duties, and status immediately prior
the Change in Control, (C) the Company or any subsidiary reduces your base salary
and/or benefits under the Companys or a subsidiarys incentive, stock option,
retirement, welfare, disability, health, insurance, benefit or other compensatory
plan (including, without limitation, cash paid in lieu of any such benefit) in
existence immediately prior to the Change in Control (without substitution of a
substantially equivalent plan or benefit), such that your compensation, in the
aggregate, has been materially reduced, or (D) failure by the Company to cause any
successor or resulting entity to expressly assume and agree to perform the
Companys obligations under this Agreement; and (iii) a Change in Control shall
mean the occurrence of any of the following: (A) any person (as such term is used
in Section 13 of the Securities Exchange Act of 1934 (the Exchange Act) and the
rules and regulations thereunder and including any Affiliate or Associate of such
person, as defined in Rule 12b-2 under said Act, and any person acting in concert
with such person), directly or indirectly, acquires or otherwise becomes the
beneficial owner (as such term is defined in Rule 13d-3 of the Exchange Act,
except that a person or entity shall also be deemed the beneficial owner of all
securities which such person or entity may have a right to acquire, whether or not
such right is presently exercisable) of securities representing thirty percent
(30%) or more of the voting power entitled to be cast at elections for directors
(Voting Power) of the Company; or (B) there occurs any merger or consolidation
(in one or more transactions) of the Company, or any sale, lease or exchange (in
one or more transactions) of all or any substantial part of the consolidated assets
of the Company (meaning assets representing thirty percent (30%) or more of the
Companys consolidated net
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tangible assets or generating thirty percent (30%) or more of the Companys
consolidated operating cash flow, in each case as measured over the Companys
preceding four full fiscal quarters) to any other person and (y) in the case of a
merger or consolidation, the holders of outstanding stock of the Company entitled to
vote in elections of directors immediately before such merger or consolidation
(excluding for this purpose any person (including any Affiliate or Associate) that
directly or indirectly owns or is entitled to vote thirty percent (30%) of more of
the Voting Power of the Company) hold less than seventy percent (70%) of the Voting
Power of the survivor of such merger or consolidation or its parent, or (z) in the
case of any such sale, lease or exchange, the Company does not own more than fifty
percent (50%) of the Voting Power of the other person; or (C) during any period
subsequent hereto, a majority of the Companys directors shall not for any reason be
board members who at the beginning of such period constituted a majority of the
Board of Directors or persons nominated as new directors by a majority of such
continuing directors.
  a.
    
    All obligations of the Company under the Plan and this Agreement, with
respect to the Restricted Stock, shall be binding on any successor as to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially all
of the business and/or assets of the Company.b.
    
    To the extent not preempted by federal law, this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware,
without regard to such jurisdictions conflict of laws principles.
  LODGENET ENTERTAINMENT CORPORATIONBy:
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