Exhibit 10.1

NIC INC. 2006 AMENDED AND RESTATED
STOCK OPTION AND INCENTIVE PLAN

Restricted Stock Agreement

The Company seeks to provide a means by which the Company, through the grant of the Shares to the Grantee, may retain the Grantee’s services and motivate the Grantee to exert his or her best efforts on behalf of the Company and any Affiliate;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1.             Grant of Restricted Stock . NIC Inc., a Colorado corporation (the “Company”), hereby grants to                   (“Grantee”), as of           , 20     (the “Grant Date”)              shares of the Company’s no par value Common Stock (the “Shares”), subject to the restrictions, terms, conditions and other provisions of this Restricted Stock Agreement (the “Agreement”) and of the NIC Inc. 2006 Amended and Restated Stock Option and Incentive Plan (the “Plan”), which restrictions, terms, conditions and other provisions are incorporated herein by this reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

A certificate for the Shares granted pursuant to this Agreement will be issued to Grantee following the lapse of all restrictions and the compliance with all terms and conditions set forth in this Agreement and the Plan (subject to any adjustment to the number of Shares as provided in Section 3 hereof). Notwithstanding the foregoing, in the event of separation or termination of the Grantee’s employment with the Company for any reason, including as a result of the Grantee’s retirement, death or disability, all unreleased, restricted Shares shall be forfeited upon such separation or termination.

2.             Restrictions .

(a)           No Shares shall be released from restrictions until the anniversary of the Grant Date specified on Exhibit A and compliance with any other conditions specified on Exhibit A of this Agreement, subject to earlier release pursuant to the terms of this Agreement (the “Release Date”).

(b)           From the date of this Agreement until the Release Date, Grantee shall not sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or encumber any of the Shares.

3.             Terms and Conditions .

(a)           Adjustments in Event of Change in Common Stock . If any change is made in the Shares, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not

involving the receipt of consideration by the Company), the number of Shares will be appropriately adjusted in the class(es) and number of shares and price per share of stock of those subject Shares in such manner as the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to the Grantee; provided, however, that no such adjustment shall cause the Company to issue a fractional share. Such adjustments shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction not involving the receipt of consideration by the Company.)

(b)           Sale of the Company . In the event of a dissolution, liquidation or sale of all or substantially all of the assets of the Company, or that the Company is not the surviving corporation in any merger, consolidation, or reorganization, then any Shares not otherwise fully vested, shall automatically accelerate immediately prior to the effective date of the transaction and shall become vested in full at that time. No such acceleration, however, shall occur if and to the extent: (i) this Agreement is, in connection with the transaction, assumed by the successor corporation (or parent thereof), or (ii) the Shares are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Shares at the time of the transaction and provides for subsequent pay-out in accordance with the vesting schedule set forth on Exhibit A .

(i)            Immediately following the effective date of the transaction, this Agreement shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the transaction.

(ii)           If this Agreement is assumed in connection with the transaction, then the Board shall appropriately adjust the number of shares and the kind of shares or securities covered by this Agreement immediately after such transaction.

(iii)          This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

(c)           Rights as a Shareholder . Subject to the terms of this Agreement, the Grantee shall have all the rights and privileges of a shareholder of the Company while the Shares are subject to