RESTRICTED STOCK AGREEMENT under BROADVIEW INSTITUTE, INC. 2006 EQUITY INCENTIVE PLAN

Exhibit 10.1

RESTRICTED STOCK AGREEMENT
under
BROADVIEW INSTITUTE, INC.
2006 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made as of the       th day of October, 2009, by and between Broadview Institute, Inc., a Minnesota corporation (the “Company”), and                      (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Participant is, on the date hereof, a director of the Company or of an Affiliate of the Company; and

WHEREAS, the Company wishes to grant a restricted stock award to the Participant for shares of the Company’s Common Stock pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Administrator of the Plan (as defined in the Plan) has on the date listed above authorized this grant of a restricted stock award to the Participant;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock Award . The Company hereby grants to the Participant on the date set forth above a restricted stock award (the “Award”) for Sixteen Thousand (16,000) shares of Common Stock on the terms and conditions set forth herein, which shares are subject to adjustment pursuant to Section 14 of the Plan. The Company shall cause to be issued eight stock certificates, each representing Two Thousand (2,000) such shares of Common Stock, in the Participant’s name, and shall hold each such certificate until such time as the risk of forfeiture and other transfer restrictions set forth in this Agreement have lapsed with respect to the shares represented by the certificate. The Company may also place a legend on such certificates describing the risks of forfeiture and other transfer restrictions set forth in this Agreement providing for the cancellation of such certificates if the shares of Common Stock are forfeited as provided in Section 2 below. Until such risks of forfeiture have lapsed or the shares subject to this Award have been forfeited pursuant to Section 2 below, the Participant shall be entitled to vote the shares represented by such stock certificates and shall receive all dividends attributable to such shares, but the Participant shall not have any other rights as a shareholder with respect to such shares.

2.  Vesting of Restricted Stock . The shares of Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:

b. If the Participant ceases to be a director of the Company at any time prior to a Vesting Date for any reason (including, but not limited to, the Participant’s death, disability, retirement, voluntary resignation, removal from the Board, failure of the director to be nominated to the Board, failure of the director to be reelected to the Board) the Participant shall immediately forfeit all shares of Stock subject to this Award which have not yet vested and for which the risks of forfeiture have not lapsed.

3. General Provisions .

a.  Employment or Other Relationship . This Agreement shall not confer on the Participant any right with respect to employment, continuance of employment or other relationship by the Company, nor will it interfere in any way with the right of the Company to terminate such employment or other relationship.

b.  Securities Law Compliance . Participant shall not transfer or otherwise dispose of the shares of Stock received pursuant to this Agreement until such time as counsel to the Company shall have determined that such transfer or other disposition will not violate any state or federal securities laws. Participant hereby agrees, as a condition of the effectiveness of this restricted