Common use of Grant of Restricted Stock Clause in Contracts

Grant of Restricted Stock. Subject to the availability of shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), the Corporation shall grant to the Employee a restricted stock award for a number of shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period).

Grant of Restricted Stock. Subject Effective as of the Date of Grant, the Company shall cause to be issued in the availability of Participant’s name shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Common Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant DateStock”). The Company shall electronically register the Restricted Stock, the Corporation shall grant and any Retained Distributions issued with respect to the Employee Restricted Stock, in the Participant’s name and note that such shares are Restricted Stock. If certificates evidencing the Restricted Stock, or any Retained Distributions, are issued to the Participant during the Restricted Period, such certificates shall bear a restricted restrictive legend, substantially as provided in Section 15.10 of the Plan, to the effect that ownership of such Restricted Stock (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Participant shall have the right to vote the Restricted Stock awarded to the Participant and to receive and retain all regular cash dividends, and to exercise all other rights, powers and privileges of a holder of Common Stock, with respect to such Restricted Stock, with the exception that (a) the Participant shall not be entitled to delivery of a stock award for certificate or certificates representing such Restricted Stock until the Forfeiture Restrictions applicable thereto shall have expired and the Participant requests delivery of a number of shares (the “Restricted Shares”certificate as described in Section 6.4(a) of common stock the Plan, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Corporation under the Plan determined as hereinafter set forth which Restricted Shares Stock (and such Retained Distributions shall be subject to certain restrictions includingthe same restrictions, without limitationterms and conditions as are applicable to the Restricted Stock) until such time, that if ever, as the Employee will Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Participant may not sell, assign, transfer, pledge, hypothecateexchange, assign encumber, or otherwise dispose of the Restricted Shares except Stock or any Retained Distributions during the Restricted Period. Upon issuance, the certificates for the Restricted Stock shall be delivered to the Secretary of the Company or to such other depository as set forth under may be designated by the Plan Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the restricted Forfeiture Restrictions lapse, together with stock agreement to be entered into by the Corporation and the Employee at the time powers or other written instruments or electronic agreements of the grant. The Restricted Shares to be issued assignment, each endorsed in blank, which will permit transfer to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number Company of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter all or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as any portion of the Restricted Shares Grant Date, provided thatStock and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Stock set forth in this Agreement, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares Participant accepts and agrees to be issued, in such event, shall be determined bound by dividing all the difference of Forty Million Dollars minus the dollar value terms and conditions of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance Plan and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)this Agreement.

Grant of Restricted Stock. (a) Subject to the availability terms and conditions of shares this Agreement and the Plan, on the Date of common stock of Issuance the Corporation reserved for issuance under Company will grant to the Employee (provided that the Employee is employed with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, has not repudiated his or her Offer Letter on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), the Corporation shall grant or prior to the Employee a restricted stock award for a number Date of shares (Issuance) the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available stock, par value $0.01 per share, of the Company (“Shares”) determined as provided for at the beginning of this Agreement. These Shares are subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.” The Employee and the Company acknowledge that (i) this Agreement will be binding immediately upon its execution, but, notwithstanding any provision of this Agreement to the contrary, this Agreement will not be effective or operative until the Date of Issuance, and (ii) if the Merger Agreement is terminated prior to the Closing pursuant to its terms, the Employee shall have no right to any Restricted Shares, this Agreement will not become effective, and all of the terms and provisions of this Agreement shall be null and void. (b) The Restricted Shares will be reserved with the Company’s transfer agent, and records of the grant will be maintained by the Company’s long-term incentive plan administrator. All restrictions provided for in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share. Any dividends or distributions payable or distributable with respect to or in exchange for outstanding but unvested Restricted Shares shall be held by the Company (or its designated agent) subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying unvested Restricted Shares are subject. At the time the underlying Restricted Shares vest, the Company shall cause to be delivered to the Employee (without interest) the portion of such issuance under its charter or retained dividends and distributions that relate to such vesting Restricted Shares. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of may not be (until such Restricted Shares to have vested in the Employee to equal in accordance with all terms and conditions of this Agreement) assigned or transferred other than by will or the aggregate value laws of Forty Million Dollars ($40,000,000.00) and, in each case, descent and distribution and shall not be subject to receipt of stockholder approval therefor andpledge, the number of hypothecation, execution, attachment or similar process. Each Restricted Shares Share will remain restricted and subject to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period).cancellation

Grant of Restricted Stock. Subject (a) The Company grants to the availability of Grantee ____________ restricted shares of common stock (“Restricted Stock”) of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇Company's common stock, Ltd. 2006 Stock Incentive Plan par value $0.0001 per share (the “Common Stock”), with a grant date effective as of the Grant Date specified above. (b) The Restricted Stock is granted pursuant to, and implemented in part by, the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan, as it may be further amended and in effect from time to time (the “2010 Plan”) and compliance with the HSR Act (as hereinafter defined), as applicableand is subject to the provisions of the 2010 Plan, which is incorporated by reference into and made a part of this Agreement in its entirety, and administrative interpretations thereunder, if any, adopted by the Company's Compensation Committee, as contemplated well as the provisions of this Agreement. (c) The Restricted Stock, on and after the Grant Date, unless and until such Restricted Stock is forfeited to or cancelled by the Company, will have all of the rights and privileges of a holder of Common Stock of record of the Company with respect to such Restricted Stock, including all voting and dividend rights, stock split rights, and other rights and privileges available under the Company's Certificate of Incorporation, Bylaws, and applicable law, and will be subject only to such restrictions as are applicable to the Restricted Stock under this Agreement, including Section 4.12(e6(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), the Corporation shall grant to the Employee a restricted stock award for a number of shares (the “Restricted Shares”) of common stock of the Corporation and under the Plan determined as hereinafter set forth which 2010 Plan. (d) By acceptance of this Restricted Shares shall be subject to certain restrictions includingStock, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement Grantee agrees to be entered into bound by all the Corporation terms, conditions, and limitations of both this Agreement and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the 2010 Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined implemented by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval)this Agreement. In the event that compliance with of a conflict between this Agreement and the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date2010 Plan, the issuance 2010 Plan shall control. (e) All capitalized terms have the meanings set forth in the 2010 Plan unless otherwise specifically provided in this Agreement. All references to specified “Sections” pertain to sections of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)this Agreement unless otherwise provided.

Grant of Restricted Stock. Subject On the date of this Agreement, the Company shall sell to the availability of Employee, for $0.01 per share in cash, 20,000 shares of common stock the Company's Common Stock (the "Restricted Stock"). Such Restricted Stock shall not be transferable initially by the Employee, but 6,667 shares of Restricted Stock shall become unrestricted and freely transferable (subject to compliance with all applicable Federal and state securities laws) on each of October 1, 1998, and October 1, 1999, and the remaining 6,666 shares of Restricted Stock shall become unrestricted and freely transferable (subject to compliance with all applicable Federal and state securities laws) on October 1, 2000. If a Change in Control of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act Company (as hereinafter defineddefined in Section 10(b)) occurs before all of the Employee's Restricted Stock has become unrestricted and freely transferable under this Section 4(a)(4), all of the Employee's shares of Restricted Stock shall immediately become unrestricted and freely transferable on such Change of Control, and all shares of Restricted Stock granted to the Employee hereunder shall be treated as applicable, as contemplated owned by the Employee without restriction for the purpose of determining the Employee's percentage ownership of the Company on such Change of Control. If before all of the Employee's Restricted Stock has become unrestricted and freely transferable under this Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”4(a)(4), the Corporation shall grant to Employee's employment is terminated by the Company without Cause (as defined in Section 7(a)) or by the Employee a restricted stock award for a number of shares Good Reason (the “Restricted Shares”) of common stock as defined in Section 8(a)), all of the Corporation under Employee's shares of Restricted Stock shall immediately become unrestricted and freely transferable on such termination. If the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that Employee's employment is terminated by the Company for Cause or by the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose without Good Reason before all of the Restricted Shares except as set forth under Stock has become unrestricted and freely transferable, the Plan or the restricted stock agreement to be entered into by the Corporation and Company may, within 90 days after such termination of employment, repurchase from the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars (for $40,000,000.00) and the number 0.01 per share in cash any shares of Restricted Shares Stock that are subject to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00restrictions on transfer under this Section 4(a)(4) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, termination date. The Employee may in his sole discretion file an election under Section 83(b) of the Corporation shall undertake to amend the Corporation’s charter to increase the number Internal Revenue Code of authorized shares or to increase the number of shares available for issuance under the Plan1986, as applicableamended (the "Code"), to allow for further issuance of Restricted Shares with respect to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Stock.

Grant of Restricted Stock. (a) Subject to the availability terms and conditions of shares of common stock of this Agreement and the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), the Corporation shall grant Company hereby grants to the Employee a restricted stock award for a the number of shares (Shares specified at the beginning of this Agreement. These Shares are subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.” (b) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to will be issued to evidenced by a book entry made in the records of the Company’s transfer agent in the name of the Employee shall be valued at Forty Million Dollars ($40,000,000.00) unless the Employee requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Agreement will apply to each Restricted Share and the number of to any other securities distributed with respect to that Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) Share. Unless otherwise permitted by the closing price Committee in accordance with the terms of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board Restricted Shares may not (until such Restricted Shares have vested in the Employee in accordance with all terms and * Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. conditions of Directorsthis Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to cancellation and return to the Plan unless and until that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement and the Plan. Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, shall determine a reasonable lesser number of shares to issue as retain custody of the Restricted Shares Grant Date, provided that, certificate throughout the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Planperiod during which any restrictions are in effect and require, as applicablea condition to issuing a certificate, to allow for further issuance of Restricted Shares that the Employee tender to the Employee Company a stock power duly executed in blank relating to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)custody.

Grant of Restricted Stock. Subject to the availability of shares of common stock of the Corporation reserved for issuance under the ▇S▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), the Corporation shall grant to the Employee a restricted stock award for a number of shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period).

Grant of Restricted Stock. Subject Effective as of the Date of Grant, the Company shall cause to be issued in the availability of Participant’s name ___________ shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Common Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant DateStock”). The Company shall electronically register the Restricted Stock, the Corporation shall grant and any Retained Distributions issued with respect to the Employee Restricted Stock, in the Participant’s name and note that such shares are Restricted Stock. If certificates evidencing the Restricted Stock, or any Retained Distributions, are issued to the Participant during the Restricted Period, such certificates shall bear a restricted restrictive legend, substantially as provided in Section 15.10 of the Plan, to the effect that ownership of such Restricted Stock (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Participant shall have the right to vote the Restricted Stock awarded to the Participant and to receive and retain all regular cash dividends, and to exercise all other rights, powers and privileges of a holder of Common Stock, with respect to such Restricted Stock, with the exception that (a) the Participant shall not be entitled to delivery of a stock award for certificate or certificates representing such Restricted Stock until the Forfeiture Restrictions applicable thereto shall have expired and the Participant requests delivery of a number of shares (the “Restricted Shares”certificate as described in Section 6.4(a) of common stock the Plan, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Corporation under the Plan determined as hereinafter set forth which Restricted Shares Stock (and such Retained Distributions shall be subject to certain restrictions includingthe same restrictions, without limitationterms and conditions as are applicable to the Restricted Stock) until such time, that if ever, as the Employee will Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Participant may not sell, assign, transfer, pledge, hypothecateexchange, assign encumber, or otherwise dispose of the Restricted Shares except Stock or any Retained Distributions during the Restricted Period. Upon issuance, the certificates for the Restricted Stock shall be delivered to the Secretary of the Company or to such other depository as set forth under may be designated by the Plan Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the restricted Forfeiture Restrictions lapse, together with stock agreement to be entered into by the Corporation and the Employee at the time powers or other written instruments or electronic agreements of the grant. The Restricted Shares to be issued assignment, each endorsed in blank, which will permit transfer to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number Company of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter all or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as any portion of the Restricted Shares Grant Date, provided thatStock and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Stock set forth in this Agreement, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares Participant accepts and agrees to be issued, in such event, shall be determined bound by dividing all the difference of Forty Million Dollars minus the dollar value terms and conditions of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance Plan and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)this Agreement.

Grant of Restricted Stock. Subject Effective as of the Date of Grant, the Company shall cause to be issued in the availability of Participant’s name [TOTAL NUMBER OF SHARES THAT COULD VEST AT MAXIMUM PERFORMANCE] shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Common Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant DateStock”), [TOTAL NUMBER OF SHARES THAT COULD VEST AT TARGET] shares of which are “Target Shares” for purposes of Exhibit A. The Company shall electronically register the Corporation shall grant Restricted Stock, and any Retained Distributions issued with respect to the Employee Restricted Stock, in the Participant’s name and note that such shares are Restricted Stock. If certificates evidencing the Restricted Stock, or any Retained Distributions, are issued to the Participant during the Restricted Period, such certificates shall bear a restricted restrictive legend, substantially as provided in Section 15.10 of the Plan, to the effect that ownership of such Restricted Stock (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Participant shall have the right to vote the Restricted Stock awarded to the Participant and to receive and retain all regular cash dividends, and to exercise all other rights, powers and privileges of a holder of Common Stock, with respect to such Restricted Stock, with the exception that (a) the Participant shall not be entitled to delivery of a stock award for certificate or certificates representing such Restricted Stock until the Forfeiture Restrictions applicable thereto shall have expired and the Participant requests delivery of a number of shares (the “Restricted Shares”certificate as described in Section 6.4(a) of common stock the Plan, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Corporation under the Plan determined as hereinafter set forth which Restricted Shares Stock (and such Retained Distributions shall be subject to certain restrictions includingthe same restrictions, without limitationterms and conditions as are applicable to the Restricted Stock) until such time, that if ever, as the Employee will Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Participant may not sell, assign, transfer, pledge, hypothecateexchange, assign encumber, or otherwise dispose of the Restricted Shares except Stock or any Retained Distributions during the Restricted Period. Upon issuance, the certificates for the Restricted Stock shall be delivered to the Secretary of the Company or to such other depository as set forth under may be designated by the Plan Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the restricted Forfeiture Restrictions lapse, together with stock agreement to be entered into by the Corporation and the Employee at the time powers or other written instruments or electronic agreements of the grant. The Restricted Shares to be issued assignment, each endorsed in blank, which will permit transfer to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number Company of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter all or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as any portion of the Restricted Shares Grant Date, provided thatStock and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Stock set forth in this Agreement, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares Participant accepts and agrees to be issued, in such event, shall be determined bound by dividing all the difference of Forty Million Dollars minus the dollar value terms and conditions of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance Plan and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)this Agreement.

Grant of Restricted Stock. Subject On the date of this Agreement, the Company shall sell to the availability of Employee, for $0.01 per share in cash, 10,000 shares of common stock the Company's Common Stock (the "Restricted Stock"). Such Restricted Stock shall not be transferable initially by the Employee, but 3,333 shares of Restricted Stock shall become unrestricted and freely transferable (subject to compliance with all applicable Federal and state securities laws) on each of October 1, 1998, and October 1, 1999, and the remaining 3,334 shares of Restricted Stock shall become unrestricted and freely transferable (subject to compliance with all applicable Federal and state securities laws) on October 1, 2000. If a Change in Control of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act Company (as hereinafter defineddefined in Section 10(b)) occurs before all of the Employee's Restricted Stock has become unrestricted and freely transferable under this Section 4(a)(4), all of the Employee's shares of Restricted Stock shall immediately become unrestricted and freely transferable on such Change of Control, and all shares of Restricted Stock granted to the Employee hereunder shall be treated as applicable, as contemplated owned by the Employee without restriction for the purpose of determining the Employee's percentage ownership of the Company on such Change of Control. If before all of the Employee's Restricted Stock has become unrestricted and freely transferable under this Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”4(a)(4), the Corporation shall grant to Employee's employment is terminated by the Company without Cause (as defined in Section 7(a)) or by the Employee a restricted stock award for a number of shares Good Reason (the “Restricted Shares”) of common stock as defined in Section 8(a)), all of the Corporation under Employee's shares of Restricted Stock shall immediately become unrestricted and freely transferable on such termination. If the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that Employee's employment is terminated by the Company for Cause or by the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose without Good Reason before all of the Restricted Shares except as set forth under Stock has become unrestricted and freely transferable, the Plan or the restricted stock agreement to be entered into by the Corporation and Company may, within 90 days after such termination of employment, repurchase from the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars (for $40,000,000.00) and the number 0.01 per share in cash any shares of Restricted Shares Stock that are subject to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00restrictions on transfer under this Section 4(a)(4) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, termination date. The Employee may in his sole discretion file an election under Section 83(b) of the Corporation shall undertake to amend the Corporation’s charter to increase the number Internal Revenue Code of authorized shares or to increase the number of shares available for issuance under the Plan1986, as applicableamended (the "Code"), to allow for further issuance of Restricted Shares with respect to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Stock.

Grant of Restricted Stock. Subject Effective as of the Date of Grant, the Company shall cause to be issued in the availability Participant’s name ________ [ number of Total_Shares_Granted] shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Common Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant DateStock”). The Company shall electronically register the Restricted Stock, the Corporation shall grant and any Retained Distributions issued with respect to the Employee Restricted Stock, in the Participant’s name and note that such shares are Restricted Stock. If certificates evidencing the Restricted Stock, or any Retained Distributions, are issued to the Participant during the Restricted Period, such certificates shall bear a restricted restrictive legend, substantially as provided in Section 15.10 of the Plan, to the effect that ownership of such Restricted Stock (and any such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Participant shall have the right to vote the Restricted Stock awarded to the Participant and to receive and retain all regular cash dividends, and to exercise all other rights, powers and privileges of a holder of Common Stock, with respect to such Restricted Stock, with the exception that (a) the Participant shall not be entitled to delivery of a stock award for certificate or certificates representing such Restricted Stock until the Forfeiture Restrictions applicable thereto shall have expired and the Participant requests delivery of a number of shares (the “Restricted Shares”certificate as described in Section 6.4(a) of common stock the Plan, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Corporation under the Plan determined as hereinafter set forth which Restricted Shares Stock (and such Retained Distributions shall be subject to certain restrictions includingthe same restrictions, without limitationterms and conditions as are applicable to the Restricted Stock) until such time, that if ever, as the Employee will Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Participant may not sell, assign, transfer, pledge, hypothecateexchange, assign encumber, or otherwise dispose of the Restricted Shares except Stock or any Retained Distributions during the Restricted Period. Upon issuance, the certificates for the Restricted Stock shall be delivered to the Secretary of the Company or to such other depository as set forth under may be designated by the Plan Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the restricted Forfeiture Restrictions lapse, together with stock agreement to be entered into by the Corporation and the Employee at the time powers or other written instruments or electronic agreements of the grant. The Restricted Shares to be issued assignment, each endorsed in blank, which will permit transfer to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number Company of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter all or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as any portion of the Restricted Shares Grant Date, provided thatStock and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Restricted Stock set forth in this Agreement, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares Participant accepts and agrees to be issued, in such event, shall be determined bound by dividing all the difference of Forty Million Dollars minus the dollar value terms and conditions of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance Plan and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)this Agreement.

Grant of Restricted Stock. Subject Effective as of January 1, 2012, the Company shall grant to the availability of shares of common stock of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan Executive an award (the “PlanSecond Award”) and compliance with of 320,000 restricted shares of the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s Company common stock is traded (“Common Stock”). The Second Award shall be governed by the Avatar Holdings Inc. Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the “Restricted Shares Grant DateCAP Plan”), and the award agreement that Executive and the Company shall enter into as of the date of grant (the “Second Award Agreement”), the Corporation terms of which shall grant be consistent with this Section 4(a): (i) The restricted stock subject to the Employee a Second Award shall be divided into three tranches: the “First Tranche,” which shall be 64,000 shares of restricted stock; the “Second Tranche,” which shall be 128,000 shares of restricted stock; and the “Third Tranche,” which shall be 128,000 shares of restricted stock award for (each, a number “Tranche” and collectively, the “Tranches”). (ii) The restricted stock subject to First Tranche shall vest to the extent the goals described in this Sections 4(a)(ii) have been achieved by the end of shares the period from January 1, 2012, through June 30, 2012 (the "First Sub-Term"). Within 15 days following the end of the First Sub-Term, the compensation committee of the Board (the “Restricted SharesCompensation Committee”) of common stock will determine in good faith whether and to what extent (expressed as a percentage) the goals have been achieved. The goals to be achieved during the First Sub-Term shall be based on: (A) a material reduction in general administrative and overhead costs as compared to the general administrative and overhead costs for the six-month period ending June 30, 2011; (B) the approval by the Board of, and the commencement of the Corporation under implementation of, a strategic plan for the Plan determined Company to achieve positive cash flows and earnings; and (C) the completion of the relocation of the Company’s corporate offices. (iii) The restricted stock subject to Second Tranche shall vest to the extent the goals described in this Sections 4(a)(iii) have been achieved by the end of the period from July 1, 2012, through June 30, 2013 (the "Second Sub-Term"). Within 15 days following the end of the Second Sub-Term, the Compensation Committee will determine in good faith whether and to what extent (expressed as hereinafter set forth which Restricted Shares a percentage) the goals have been achieved. The goals to be achieved during the Second Sub-Term shall be subject to certain restrictions including, without limitation, that based on: (A) the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose closing of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time sale of material non-core assets of the grant. The Restricted Shares to be issued to Company; (B) the Employee shall be valued at Forty Million Dollars ($40,000,000.00) submission to, and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Planapproval by, the Board of Directorsa plan for the Company to return to profitability by December 31, in its sole discretion2013; and (C) the investment, shall determine a reasonable lesser number or commitment, of shares to issue as at least 50% of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares cash available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars long-term investments. ($40,000,000.00iv) and, in each case, The restricted stock subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, Third Tranche shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, vest to the extent required, shall not the goals described in this Sections 4(a)(iv) have occurred been achieved by the Restricted Shares Grant Dateend of the period from July 1, 2013, through June 30, 2014 (the "Third Sub-Term"). Within 15 days following the end of the Third Sub-Term, the issuance Compensation Committee will determine in good faith whether and to what extent (expressed as a percentage) the goals have been achieved. The goals to be achieved during the Third Sub-Term shall be based on: (A) the continued successful implementation of the Restricted Shares shall not occur until strategic plan; and (B) the first business day on which the CorporationCompany’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares return to be issuedprofitability by December 31, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)2013.

Grant of Restricted Stock. Subject to the availability of shares of common stock of the Corporation reserved for issuance under the ▇S▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock 2019 Incentive Compensation Plan (together with any successor plan thereto, the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e4.12(c) hereof, on the first business day of January, 2012 2024 on which the Corporation’s common stock is traded traded, and then annually on the first business day of successive years through 2031 (the “Restricted Shares Grant DateDates”), the Corporation shall grant to the Employee a restricted stock award for a number of shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars (in the annual grant value amount of $40,000,000.00) 10 million each year for years 2024 through 2026, and the number of Restricted Shares $9 million each year for years 2027 to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date2031; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant DateDates, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) as set forth above and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval)therefor. In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant DateDates, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) the grant value by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period).

Grant of Restricted Stock. (a) The Corporation hereby grants to the Executive, the Restricted Stock. Subject to Section 4, the availability of shares of common stock of Restriction Period and the other restrictions contained herein and those restrictions set forth in that certain Stockholders’ Agreement by and among the Corporation reserved for issuance under and the ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ltd. 2006 Stock Incentive Plan investors and management stockholders named therein (the “PlanStockholders’ Agreement”) and compliance with the HSR Act (as hereinafter defined), as applicableon or before September 15, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”)2008, the Corporation shall grant deliver to the Employee Executive stock certificates evidencing shares of Restricted Stock in the amount of either (i) fifty-seven thousand seventy-two 61/100 (57,072.61), if each share of Series A Preferred Stock is convertible into 200 shares of Common Stock as of June 30, 2008, or (ii) three-hundred twenty-three 56/100 (323.56) shares if each share of the Series A Preferred Stock is not convertible into 200 shares of Common Stock as of June 30, 2008. If at any time after September 15, 2008 it is determined that each share of the Series A Preferred Stock was not convertible into 200 shares of Common Stock as of June 30, 2008, the shares of Restricted Stock shall be immediately reduced to three-hundred twenty-three 56/100 (323.56) without any further action by the Executive and, within five (5) days written notice thereof, the Executive shall return to the Corporation any stock certificates issued to him evidencing shares in excess of such amount. (b) In connection with the grant of the Restricted Stock hereunder, the Executive represents and warrants to the Corporation that: (i) The Restricted Stock to be received by the Executive pursuant to this Agreement will be for the Executive’s own account and not with a restricted stock award for a number view to, or intention of, distribution thereof in violation of shares the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Restricted Shares”Stock will not be disposed of by the Executive in contravention of the Securities Act or any applicable state securities laws or the Stockholders’ Agreement. (ii) The Executive is able to evaluate the risks and benefits of common stock the Restricted Stock. The Executive is an officer of the Corporation and is an “accredited investor” within the meaning of the Securities Act. The Executive is domiciled in, and the certificates representing the Restricted Stock will come to rest in, the State of Texas. (iii) The Executive acknowledges that the Restricted Stock has not been registered under the Plan determined as hereinafter set forth which Restricted Shares shall Securities Act and, therefore, cannot be subject sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) The Executive has had an opportunity to certain restrictions including, without limitation, that ask questions and receive answers concerning the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose terms and conditions of the Restricted Shares except Stock and has had full access to such other information concerning the Corporation as set forth under he has requested. The Executive has also reviewed, or has had an opportunity to review, the Plan or Corporation’s certificate of incorporation, bylaws and financial statements. The Executive acknowledges and understands that (a) it is unlikely that the Corporation will pay dividends in respect of the Restricted Stock and (b) payment of dividends and distributions in respect of the Restricted Stock may be restricted stock agreement to be entered into by the financing documents that the Corporation may enter into and may be restricted by future agreements or instruments binding on the Employee at the time of the grantCorporation, its operating subsidiaries or its properties. The Restricted Shares to be issued Stock is junior to the Employee shall be valued at Forty Million Dollars (Series A Preferred Stock, par value $40,000,000.00) .01 per share and the number Common Stock, $0.01 par value per share (the “Common Stock”), in right of payment upon liquidation of the Corporation. The Executive agrees and acknowledges that no other Person has acted, is expected to act, or will act as the agent or financial advisor of such Executive in connection with making, closing or monitoring of his investments hereunder. The Executive acknowledges that he has been advised that an investment in the Restricted Shares Stock involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity with respect to this investment and that there may be issued shall be determined by dividing Forty Million Dollars a complete loss of his investment. ($40,000,000.00v) This Agreement constitutes the legal, valid and binding obligation of the Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the closing price Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the common stock of Executive is a party or any judgment, order or decree to which the Executive is subject. (c) The Corporation on represents and warrants to the Executive that the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance Stock issued under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of this Agreement is duly and validly authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be and issued, fully paid and non-assessable and has not been issued in such event, shall be determined by dividing the difference violation of Forty Million Dollars minus the dollar value any pre-emptive or similar right of the Restricted Shares theretofore issued to the Employee by the closing price any person or of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval any federal or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)state securities law.

Grant of Restricted Stock. Subject Promptly following the date hereof, the Company shall grant to the availability of Executive 3,000,000 shares of common stock the Company’s Class B Common Stock, $.01 par value per share (the “Restricted Stock”), pursuant to the terms and conditions of the Corporation reserved for issuance under the ▇▇▇▇▇▇ ▇▇▇▇▇▇Restricted Stock Plan of Healthcare Services, Ltd. 2006 Stock Incentive Plan Inc. (the “Plan”) and compliance with a Healthcare Services, Inc. Restricted Stock Award Agreement by and between the HSR Act (Executive and the Company attached hereto as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded Exhibit A (the “Award Agreement”). The Restricted Shares Grant Date”Stock shall vest in equal installments of 1/48 on a monthly basis beginning as of the Commencement Date and ending on the fourth anniversary thereof. Until so vested (or until the occurrence of an event of forfeiture as set forth in the Plan and Award Agreement), the Corporation Executive shall grant nevertheless have the right to the Employee a restricted stock award own for a number of shares (the “all purposes such Restricted Shares”) of common stock of the Corporation under the Plan determined Stock in such manner as hereinafter set forth which Restricted Shares shall be subject if such vesting had already occurred and to certain restrictions possess and enjoy all beneficial ownership rights in same, including, without limitation, that the Employee will not sellright to vote the Restricted Stock and the right to receive all dividends and other distributions paid or made with respect to the Restricted Stock. The Restricted Stock shall be subject to dilution in the same manner as all other shares of capital stock. Executive agrees and acknowledges that, transfernotwithstanding her right to vote the Restricted Stock, pledge, hypothecate, assign or otherwise dispose she may only vote those shares of Restricted Stock which equal 18% of the Restricted Shares except as set forth under the Plan or the restricted then issued and outstanding shares of stock agreement to be entered into by the Corporation and the Employee on record at the time of the grantvote. The Notwithstanding the foregoing agreement to grant the Executive the Restricted Shares Stock, it is expressly understood and agreed that the Company does not now, nor hereafter shall have, any obligation to be issued to continue the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and Executive in its employ whether or not on a full-time basis, after the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price end of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval)Term. In the event that compliance with the HSR ActExecutive is terminated “for Cause” as that term is defined below, Executive agrees to i) execute a limited stock power transferring all rights to vote the Restricted Stock to a person designated by Company in its sole discretion and ii) execute a consent to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance conversion of the Restricted Shares shall not occur until Stock from Class B Common Stock to Class C Common Stock, if the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with Company requests such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)a consent.