RESTRICTED STOCK AGREEMENT

Exhibit 10.2.3

RESTRICTED STOCK AGREEMENT

This R ESTRICTED S TOCK A GREEMENT (this “Agreement” ) is made and entered into as of [DATE] between N ET L OGIC M ICROSYSTEMS , I NC ., a Delaware corporation (the “Company” ), and [GRANTEE] ( “Grantee” ).

RECITALS:

A. This Agreement authorizes the issuance of restricted shares of common stock to retain the services of Grantee, who was not previously an employee or director of the Company, or following a bona fide period of non-employment of Grantee with the Company, as an inducement material to Grantee’s entering into employment with the Company within the meaning of Rule 4350(i)(1)(A)(iv) of the NASD Marketplace Rules, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

B. The shares of common stock subject to this Agreement are being offered and issued to Grantee pursuant to an action by such compensation committee and effective [DATE].

N OW , T HEREFORE , in consideration of the mutual covenants exchanged, the parties agree as follows:

(a) Grant of Shares . The Company agrees to issue to Grantee, and Grantee agrees to accept from the Company, [Number of Shares]  shares (the “Shares” ) of the Company’s common stock, par value $.01 per share (the “Common Stock” ). All of the Shares shall be subject to the covenants, conditions and restrictions set forth in this Agreement.

(b) Closing and Delivery . The issuance of the Shares shall be effective immediately upon the action of the compensation committee of the board of directors of the Company, subject to Grantee’s execution of this Agreement. As soon as practicable, the issuance of the Shares shall be recorded in book form as of the Closing Date and shall be subject to the custody and control of the Escrow Agent, as defined below, and after Shares vest, as provided in Section 2(b), the Company shall direct its transfer agent to deposit such Shares with a Company designated broker (the “Designated Broker” ).

(c) Rights as Stockholder . Effective as of the date of this Agreement, Grantee shall have all of the rights or privileges of a stockholder of the Company in respect of the Shares, including with respect to voting such Shares and receipt of dividends and distributions on such Shares. If any such dividends or distributions are paid in shares of Company Common Stock, the Shares shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.

(a) Shares Subject To Option To Reacquire . Grantee hereby grants to the Company the option to reacquire all or part of the grant of Shares set forth in Section 1(a) automatically upon the occurrence set forth in subsection (c), but only to the extent such Shares have not vested as provided in subsection (b) or subsection (d).

(b) Vesting Dates . The Shares shall vest as follows:

[Insert Vesting Schedule.]

Shares that have not vested are referred to herein as “Unvested Shares,” and Shares which have vested are referred to herein as “Vested Shares.” All Unvested Shares are forfeitable upon the conditions stated in subsection (c).

(c) Occurrence Permitting Reacquisition of Shares. The Company may reacquire all Unvested Shares if during the term of this Agreement Grantee shall cease to be continuously employed by the Company (including a parent or subsidiary of the Company) or serve as a director or consultant of the Company (including a parent or subsidiary of the Company) for any reason, or no reason, with or without cause, including involuntary termination, death or disability (except as provided in (d), below). Upon the occurrence of such event, the Company shall automatically reacquire all Unvested Shares for surrender and cancellation by Grantee effective upon notice to Grantee and the Escrow Agent, as defined below, or Grantee’s permitted transferee or legal representative, as the case may be, within 90 days after the date thereof. Upon receipt of such notice, Grantee shall (i) no longer have any rights with respect to the Unvested Shares so surrendered and canceled, and (ii) agrees to promptly deliver to the Company, for cancellation, all stock certificates or other documentation evidencing such Shares within the possession, custody or control of Grantee or any agent of Grantee.

(d) Notwithstanding anything in subsection (c) to the contrary in the event of Grantee’s Involuntary Termination of employment within 12 months after the date of this Agreement the vesting of the Shares shall be accelerated such that 50% of the total number of Shares will so vest as of the effective date of such Involuntary Termination. An “Involuntary Termination” is one that occurs by reason of dismissal for any reason other than Misconduct or of voluntary resignation following: (i) a change in position that materially reduces the level of Grantee’s responsibility, (ii) a material reduction in Grantee’s base salary, or (iii) relocation by more than 50 miles from the principal office where Grantee is located at the commencement of employment with the Company; provided that (ii) and (iii) will apply only if Grantee has not consented to the change or relocation. “Misconduct” shall mean the commission of any act of fraud, embezzlement or dishonesty by Grantee, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of Grantee.

3. Adjustments . If, from time to time during the term of this Agreement: (i) there is any stock dividend, distribution or dividend of cash or property, stock split, or other change in the character or amount of any of the outstanding securities of the Company; or (ii) there is any consolidation, merger or sale of all, or substantially all, of the assets of the Company; then in such event, any and all new, substituted or additional securities, cash or other property that Grantee receives or to which Grantee is entitled by reason of Grantee’s ownership of the Shares shall be immediately subject to the provisions of Section 2 and be included in the word “Shares” for all purposes with the same force and effect as the Shares presently subject to this Agreement.

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(a) Until the applicable Shares vest they shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this award, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this award and the rights and privileges conferred hereby immediately shall become null and void.

(b) Endorsement on Certificates . The certificates representing the Shares subject to this Agreement shall be endorsed with a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS.

(c) Other Legends . The certificates representing the Shares granted pursuant to this Agreement shall also be endorsed with any other legends required by the law or other applicable state blue sky laws.

(d) Stop-Transfer Notices . Grantee agrees that, in order to ensure compliance with the restrictions imposed on the Shares under this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(e) Refusal to Transfer . The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred notwithstanding such purchaser’s or transferee’s lack of knowledge of such provisions.

(f) Termination of All Restrictions . In the event the restrictions imposed by this Agreement shall be terminated, a new certificate or certificates representing the Shares shall be issued, on request, without the legends referred to in Sections 4(b) and 4(c).

(g) Securities Law Legends . Any transfer or sale of the Shares is further subject to all restrictions on transfer imposed by state or federal securities laws. Accordingly, it is understood and agreed that the certificates representing the Shares shall bear any legends required by such state or federal securities laws.

5. Consent of Spouse/Domestic Partner . If Grantee is married on the date of this Agreement, Grantee’s spouse or domestic partner shall execute a Consent of Spouse/Domestic Partner in the form attached hereto as Attachment 1 hereto (a “Consent of Spouse” ), effective on the date hereof. Such Consent of Spouse shall not be deemed to confer or convey to the spouse or domestic partner any rights in the Shares that do not otherwise exist by operation of law or by

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agreement of the parties. If Grantee should marry or remarry subsequent to the date of this Agreement, Grantee shall within 30 days thereafter obtain his or her new spouse or domestic partner’s acknowledgment of and consent to the existence and binding effect of all restrictions contained in this Agreement by signing a Consent of Spouse.

6. Grantee’s Representations . Grantee hereby represents and warrants to the Company as follows:

(a) Restricted Securities . Grantee understands and acknowledges that:

(i) the share certificate representing the Shares will be stamped with the legends specified in Section 4 hereof; and

(ii) the Company will make a notation in its records of the aforementioned restrictions on transfer and legends.

(b) Further Limitations on Disposition . Without in any way limiting this or other representations set forth above, Grantee further agrees that Grantee shall in no event make any disposition of all or any portion of the Shares unless and until the Shares proposed to be transferred are no longer subject to reacquisition by the Company pursuant to Section 2, if still applicable at the time of the proposed transfer.

7. Escrow . As security for Grantee’s faithful performance of the terms of this Agreement and to ensure the availability for delivery of Grantee’s Shares pursuant to Section 2(c), Grantee agrees, by accepting the Offer and signing this Agreement, to deliver to and deposit with the Company’s Corporate Secretary, as Escrow Agent in this transaction (the “Escrow Agent” ), two Stock Assignments duly endorsed by Grantee and his or her spouse or domestic partner ( with date and number of Shares blank ) in the form attached hereto as Attachment 2 (the “Stock Assignment” ), together with the certificate or certificates evidencing the Shares; which documents are to be held by the Escrow Agent pursuant to the Joint Escrow Instructions set forth in Attachment 3 (the “Joint Escrow Instructions ” ). The Joint Escrow Instructions shall be delivered to the Escrow Agent at any closing described under this Agreement.

8. Compliance With Income Tax Laws . Grantee authorizes the Company to withhold in accordance with applicable law from any compensation payable to him or her any taxes required to be withheld by federal, state or local laws as a result of the issuance (including vesting and sale) of the Shares to Grantee. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the issuance (including vesting and sale) of the Shares to Grantee, Grantee agrees to pay the Company the amount of such deficiency in cash within five days after receiving notice from the Company to do so, whether or not Grantee is an employee of the Company at that time.

9. Election Pursuant to Section 83(b) of Internal Revenue Code of 1986, as amended . Grantee shall be responsible for filing with the Internal Revenue Service an appropriate written notice of election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, if Grantee wishes to make such an election. Grantee shall notify the Company in writing if Grantee files such an election (a form of which is attached hereto) within 30 days of the date of this Agreement. The Company intends, in the event it does not receive from Grantee evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to Grantee in the absence of such an election. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE

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RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE FURTHER ACKNOWLEDGES THAT, IF HE OR SHE MAKES THE ELECTION UNDER SECTION 83(b), THE VALUE OF THE SHARES AT THE CLOSING DATE WILL HAVE TO BE REPORTED IN THE 83(b) ELECTION AND AS INCOME ON GRANTEE’S 2006 FEDERAL AND STATE INCOME TAX RETURNS.

10. Not Employment Rights . Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Grantee’s employment relationship, for any reason, with or without cause. Grantee understands and acknowledges that (i) his or her employment with the Company is for an unspecified duration and constitutes “at-will” employment, (ii) any representation to the contrary is unauthorized and not valid unless obtained in writing and signed by the President of the Company, and (iii) his or her employment relationship with the Company may be terminated at any time, with or without cause or for any or no cause, at the option either of the Company or Grantee, with or without notice.

11. Governing Law . This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, and construed and interpreted in accordance with the laws of California without giving effect to its principles of conflicts of laws.

12. Entire Agreement . This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in a writing signed by the parties to this Agreement. The failure by either party to enforce any of such party’s rights under this Agreement shall not be construed as a waiver of any rights of such party in the absence of such party’s signed written waiver.

13. Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event the parties cannot reach a mutually agreeable and enforceable replacement for such provision, (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

14. Construction . This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; according