RESTRICTED STOCK AGREEMENT

Exhibit 10.1

RESTRICTED STOCK AGREEMENT

      THIS AGREEMENT is entered into effective as of this ____ day of ________, 20__ (the “Effective Date”), by and between _________ (the “Participant”) and Goldleaf Financial Solutions, Inc. , a Tennessee corporation (the “Company”).

WITNESSETH:

      WHEREAS , the Company maintains the Goldleaf Financial Solutions, Inc. 2005 Long-Term Incentive Plan (“Plan”), which is incorporated into and forms a part of this Agreement; and

      WHEREAS , the Participant has been selected by the Committee to receive shares of Restricted Stock under the Plan;

      NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties agree as follows:

     1.  Definitions . As used in this Agreement, the following capitalized terms shall have the following meanings:

     (a) “ Agreement ” means this Restricted Stock Agreement between the Company and the Participant.

     (b) “ Change in Control ” has the same meaning given to such term in Section 2.5 of the Plan.

     (c) “ Committee ” has the same meaning given to such term in Section 2.6 of the Plan.

     (d) “ Date of Termination ” means the first day occurring on or after the date hereof on which the Participant is not employed by or serving on the board of directors of the Company or any Subsidiary.

     (e) “ Detrimental Activity ” has the same meaning given to such term in Section 2.9 of the Plan.

     (f) “ Eligible Employee ” has the same meaning given to such term in Section 2.11 of the Plan.

     (g) “Effective Date” shall have the meaning assigned in the Preamble hereto.

     (h) “ Restricted Stock ” has the same meaning given to such term in Section 2.23 of the Plan.

     (i) “ Stock ” has the same meaning given to such term in Section 2.34 of the Plan.

     (j) “ Subsidiary ” has the same meaning given to such term in Section 2.27 of the Plan.

     (k) “Targeted EBITDA” shall mean the Company’s targeted EBITDA for the fiscal year in which the Effective Date occurs as established by the compensation committee of the Company, and as may be adjusted after the date hereof in the sole and absolute discretion of the compensation committee of the Company from time to time.

Except where the context clearly implies or indicates the contrary, any term not otherwise defined herein shall have the meaning given to such term in the Plan.

     2.  Restricted Stock Award . On the Effective Date, the Company shall issue to Participant ___(___) shares of Restricted Stock, which shall be subject to the terms of this Agreement and, as applicable, the Plan.

     3.  Transfer and Forfeiture of Restricted Stock . Shares of Restricted Stock shall be subject to the following restrictions until they vest pursuant to the terms of the vesting schedule set forth in Section 5 below:

     (a) Shares of unvested Restricted Stock shall not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

     (b) Shares of unvested Restricted Stock shall be forfeited on the Participant’s Date of Termination for no consideration, without any further action on the part of the Company or the Participant, and as otherwise set forth in the Plan.

     (c) Shares of unvested Restricted Stock shall be forfeited for no consideration, without any further action on the part of the Company or the Participant to the extent that the Company fails to achieve Targeted EBITDA, as set forth in the following schedule:

     4.  Dividends and Voting Rights . Participant will be entitled to receive any dividends paid with respect to unvested (but not forfeited) Restricted Stock. The Participant will be entitled to vote the shares of unvested (but not forfeited) Restricted Stock granted under this Agreement.

     5.  Vesting Schedule . Subject to the limitations of this Agreement, the transfer restrictions and the forfeiture provisions set forth in Section 3 shall lapse and shares of Restricted Stock granted, and not previously forfeited, under this Agreement shall vest as follows: