Common use of Grant of Restricted Stock Clause in Contracts

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee to the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating thereto.

Grant of Restricted Stock. (a) Subject to the terms and conditions of this Agreement and the Plan and Plan, on the Date of Issuance the Company will grant to the Employee (provided that the Employee is still employed with the Company on the Date of Issuance) the number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) determined as provided for at the beginning of this Agreement (and subject to execution of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the PlanAgreement. Such These Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Employee (unless the Employee requests a certificate evidencing the Restricted Shares). Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such 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 (cor its designated agent) No subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying unvested Restricted Share 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 retained dividends and distributions that relate to the Restricted Shares that have vested. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of not (until such Restricted Share has Shares have vested in the Employee in accordance with all terms and conditions of this 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 shall will remain restricted and subject to forfeiture by Employee cancellation and return to the Company Plan unless and until such that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Agreement and the Plan. Each book entry (d) Each or stock certificate if requested by the Employee) evidencing any Restricted Share shall may contain such notations or legends and stock transfer instructions or limitations as specified in Section 7 and as may be determined or authorized by the Committee in its sole discretion; and Company as provided therein. If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating thereto.such

Grant of Restricted Stock. (a) Subject Pursuant to the provisions of the Plan, the Committee hereby awards to the Employee, on the date hereof (the “Date of Grant”), subject to the terms and conditions of the Plan and of this Agreement (subject further to the terms and subject to execution of this Agreement by Employee)conditions herein set forth, the Company has granted to Employee _____________ Sharesshares of Common Stock (the “Restricted Stock”). If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Stock, and upon the satisfaction of all other applicable conditions as defined in the Plan. Such Shares are subject to the restrictions provided Restricted Stock, such shares shall no longer be considered Restricted Stock for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share"purposes of this Agreement. (b) Each Restricted Share As soon as practicable after the Date of Grant, the Company shall be evidenced by direct that a duly issued stock certificate (which may represent more than one or certificates representing shares of Restricted Share) Stock be registered in the name of and issued to the Employee. Employee Such certificate or certificates shall have all rights of a shareholder be held in the custody of the Company with respect to each or its designee until such shares no longer are considered Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareStock. (c) No On or before the issuance of the stock certificate or certificates representing the Restricted Share may be soldStock, transferredthe Employee shall deliver to the Company stock powers endorsed in blank relating to the Restricted Stock, pledgedin a form provided by the Company. Employee irrevocably appoints the Company and each of its officers, hypothecated employees and agents as your true and lawful attorneys with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or otherwise encumbered desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or disposed of until such Restricted Share has vested in Employee in accordance with all desirable to effectuate the terms and conditions of this Agreement. Each Restricted Share shall remain restricted This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and subject documents as may be reasonably requested from time to forfeiture time by Employee the Committee to effectuate the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each certificate for the Restricted Stock shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Verint Systems Inc. Stock Incentive Compensation Plan and a Restricted Stock Award Agreement entered into between the registered owner and Verint Systems Inc. Copies of such Plan and Agreement are on file in the executive offices of Verint Systems Inc.” In addition, the stock certificate evidencing or certificates for the Restricted Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any Restricted Share shall contain such legends stock exchange or securities association upon which the Common Stock is then listed, and stock transfer instructions any applicable federal or limitations as may be determined or authorized by the Committee in its sole discretion; state securities law, and the Company may, in its sole discretion, retain custody of any may cause a legend or legends to be placed on such certificate throughout or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the period during which any Restrictions are applicable Vesting Date (as defined in effect Paragraph 1.3), and requireupon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, as a condition to issuing any such certificateincluding, that but not limited to, the payment by the Employee tender of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Company Employee a stock power duly executed in blank relating theretocertificate or certificates for the applicable shares of Restricted Stock which shall not bear the Legend.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)Grant Date, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, six hundred eighty-five thousand five hundred thirty-four (685,534) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, three hundred fifty three thousand six hundred eighty (353,680) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. (ai) Subject As of the date first written above (the “Grant Date”), the Company grants to the Participant 133,809 shares of the Company’s Common Stock subject to vesting and subject to the terms and conditions of the Plan and of set forth in this Agreement (the “Restricted Stock”). If and subject to execution of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the extent that the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered set forth in the name of Employee. Employee shall have all rights of a shareholder Section 3 expire without forfeiture of the Company with respect to each Restricted Share (including voting rights Stock, and the right to receive dividends and upon satisfaction of all other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and applicable conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee as to the Company unless and until Restricted Stock, such shares will no longer be considered Restricted Share has vested in Employee in accordance with all terms and conditions Stock for purposes of this Agreement. (dii) Each The Participant must accept the terms of this Agreement by returning a signed copy to the Company within 60 days after the Agreement is presented to Participant for review. (iii) As soon as practicable after the Grant Date, the Company will direct that a stock certificate evidencing any or certificates representing the Restricted Share shall contain such legends and Stock be registered in Participant’s name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period (as defined in Section 4 below). Upon the request of the Company, the Participant will be required to deliver to the Company one or more stock transfer instructions powers endorsed in blank relating to the Restricted Stock. (iv) If a certificate for the Restricted Stock is delivered to the Participant, the certificate may bear the following or limitations a similar legend as may be determined or authorized by the Committee in its sole discretion; Company (as well as any legends required by applicable state and federal corporate and securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR WITHOUT AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED." (v) In addition, any stock certificates for the Restricted Stock will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any securities exchange or similar entity upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company maymay cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. (vi) Any issuance of Common Stock under this Agreement may be effected on a non-certificated basis, in its sole discretion, retain custody to the extent not prohibited by applicable law or the applicable rules of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretosecurities exchange or similar entity.

Grant of Restricted Stock. (a) Subject The Company grants to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee), the Company has granted to Employee Grantee ____________ Sharesrestricted shares (“Restricted Stock”) of the Company's common stock, par value $0.0001 per share (the “Common Stock”), with a grant date effective as defined in of the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share"Grant Date specified above. (b) Each The Restricted Share shall Stock is granted pursuant to, and implemented in part by, the MetroPCS Communications, Inc. 2010 Equity Incentive Compensation Plan, as it may be evidenced further amended and in effect from time to time (the “2010 Plan”), and is subject to the provisions of the 2010 Plan, which is incorporated by reference into and made a duly issued stock certificate part of this Agreement in its entirety, and administrative interpretations thereunder, if any, adopted by the Company's Compensation Committee, as well as the provisions of this Agreement. (which may represent more than one c) The Restricted Share) registered in Stock, on and after the name of Employee. Employee shall 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 shareholder holder of Common Stock of record of the Company with respect to each such Restricted Share (Stock, including all voting and dividend rights, stock split rights, and other rights and privileges available under the right to receive dividends Company's Certificate of Incorporation, Bylaws, and other distributions)applicable law, except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect will be subject only to such restrictions as are applicable to the Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of Stock under this Agreement. Each Restricted Share shall remain restricted , including section 6(e) hereof, and subject to forfeiture by Employee to under the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement2010 Plan. (d) Each stock certificate evidencing any By acceptance of this Restricted Share shall contain such legends Stock, Grantee agrees to be bound by all the terms, conditions, and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; of both this Agreement and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require2010 Plan, as implemented by this Agreement. In the event of a condition conflict between this Agreement and the 2010 Plan, the 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 issuing any such certificate, that the Employee tender specified “Sections” pertain to the Company a stock power duly executed in blank relating theretosections of this Agreement unless otherwise provided.

Grant of Restricted Stock. (aA) Subject Pursuant to the provisions of the Plan, the Committee hereby awards to the Employee, on the date hereof (the "Date of Grant"), subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, (share_number) shares of Common Stock (the "Restricted Stock"). If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement (without forfeiture of the Restricted Stock, and subject to execution upon the satisfaction of this Agreement by Employee), the Company has granted to Employee _______ Shares, all other applicable conditions as defined in the Plan. Such Shares are subject to the restrictions provided Restricted Stock, such shares shall no longer be considered Restricted Stock for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee to the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions purposes of this Agreement. (dB) Each As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate evidencing any or certificates representing shares of Restricted Share Stock be registered in the name of and issued to the Employee. Such certificate or certificates shall contain be held in the custody of the Company or its designee until such legends shares no longer are considered Restricted Stock. (C) On or before the issuance of the stock certificate or certificates representing the Restricted Stock, the Employee shall deliver to the Company stock powers endorsed in blank relating to the Restricted Stock, in a form provided by the Company. Employee irrevocably appoints the Company and each of its officers, employees and agents as his true and lawful attorneys with power (i) to sign in Employee's name and on Employee's behalf stock certificates and stock transfer instructions powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or limitations desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be determined or authorized reasonably requested from time to time by the Committee to effectuate the terms of this Agreement. (D) Each certificate of the Restricted Stock shall bear the following legend (the "Legend"): "The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comverse Technology, Inc. (Year) Stock Incentive Compensation Plan and a Restricted Stock Award Agreement entered into between the registered owner and Comverse Technology, Inc. Copies of such Plan and Agreement are on file in its sole discretion; the executive offices of Comverse Technology, Inc." In addition, the stock certificate or certificates for the Restricted Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or securities association upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may, in its sole discretion, retain custody of any may cause a legend or legends to be placed on such certificate throughout or certificates to make appropriate reference to such restrictions. (E) As soon as administratively practicable following the period during which any Restrictions are applicable Vesting Date (as defined in effect Paragraph 1.3), and requireupon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, as a condition to issuing any such certificateincluding, that but not limited to, the payment by the Employee tender of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Company Employee a stock power duly executed in blank relating theretocertificate or certificates for the applicable shares of Restricted Stock which shall not bear the Legend.

Grant of Restricted Stock. (a) a. Subject to the terms and conditions of the Plan and this Agreement, the Corporation’s Compensation Committee (“Compensation Committee”) hereby grants to the Grantee the Target Number of this Agreement shares of its Common Stock set forth above (the “Restricted Stock”) and subject an opportunity to earn up to one hundred and fifty percent (150%) of the Target Number upon over performance (“Over Performance Shares”). b. Upon execution of this Agreement by Employee)the Grantee, the Company has granted Corporation will cause the issuance of the Restricted Stock to Employee _______ Shares, as defined in the Plan. Such Shares are Grantee subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this AgreementAgreement and the Plan. Each Restricted Share shall remain restricted Stock (and subject to forfeiture any dividends earned thereon) will be held by Employee the secretary of the Corporation as escrow agent (“Escrow Agent”). The certificate or certificates representing such shares of Restricted Stock (and any dividends earned thereon) will not be delivered by the Escrow Agent to the Company Grantee unless and until such the shares of Restricted Share has Stock are vested in Employee in accordance with and all other terms and conditions of in this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company Agreement have been satisfied. The Escrow Agent may, in its sole discretion, retain custody elect to enter into alternative arrangements for the escrow of any the shares of Restricted Stock if, in the Escrow Agent’s discretion, such shares are issued in book entry form. c. The certificate throughout or certificates representing the period during which any Restrictions Restricted Stock will contain the following legend: “This certificate and the shares of stock represented hereby are in effect and require, as a condition to issuing any such certificate, that the Employee tender subject to the Company terms and conditions (including forfeiture and restrictions against transfer) set forth in the Bryn Mawr Bank Corporation 2010 Long Term Incentive Plan and an agreement entered into between the registered owner and the Bryn Mawr Bank Corporation. Release from such terms and conditions will be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file with the office of the corporate secretary of Bryn Mawr Bank Corporation.” d. If a book entry system is used with respect to the issuance of Restricted Stock, appropriate notations of forfeiture possibility and transfer restrictions will be made on the system with respect to the account or accounts to which the Restricted Stock are credited. e. Upon vesting of the Restricted Stock and satisfaction of all of the other terms and conditions in this Agreement, the Corporation will cause replacement stock power duly executed certificate(s) without the restrictive legend referred to in blank relating theretosubsection 2. c. above to be issued and delivered to Grantee as soon as practicable and shall cause any Over Performance Shares to be issued and delivered to Grantee.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and Amended 2000 Plan, as of this Agreement (and subject to execution the Date of this Agreement by Employee)Grant, the Company has granted grants to Employee _______ Shares, as defined the Participant the number of shares of Common Stock set forth in the Plan. Such Shares are Notice (the “Restricted Shares”), subject to the restrictions provided for herein and are referred to collectively as set forth in Paragraph 2 of this Agreement, the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of the Plan and the other terms and conditions contained in this Agreement. Each Restricted Share shall remain restricted If and subject to forfeiture by Employee to when the Company unless and until such Restricted Share has vested restrictions set forth in Employee Paragraph 2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all terms and other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement. (db) Each As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate evidencing or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Participant. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3). On or before the date of execution of this Agreement, the Participant has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares. (c) Except as provided in Section 1(d), in the event that a certificate for the Restricted Shares is delivered to the Participant, such certificate shall bear the following legend (the “Legend”): The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Artesyn Technologies, Inc. 2000 Performance Equity Plan, as amended, and a Restricted Stock Award Notice and Agreement entered into between the registered owner and Artesyn Technologies, Inc. Copies of such Plan and Agreement are on file in the executive offices of Artesyn Technologies, Inc. In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any Restricted Share shall contain such legends stock exchange upon which the Common Stock is then listed, and stock transfer instructions any applicable federal or limitations as may be determined or authorized by the Committee in its sole discretion; state securities law, and the Company may, in its sole discretion, retain custody of any may cause a legend or legends to be placed on such certificate throughout or certificates to make appropriate reference to such restrictions. (d) As soon as administratively practicable following the period during which any Restrictions are in effect expiration of the Restricted Period without a forfeiture of the Restricted Shares, and require, upon the satisfaction of all other applicable conditions as a condition to issuing any such certificate, that the Employee tender to the Restricted Shares, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant a stock power duly executed in blank relating theretocertificate or certificates for the applicable Restricted Shares which shall not bear the Legend.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)the Plan, the Company has granted hereby grants to the Employee _______ Shares, as defined in the Plannumber of Shares specified at the beginning of this Agreement. Such These Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Employee (unless the Employee requests a certificate evidencing the Restricted Shares). Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. . Unless * Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has Shares have vested in the Employee in accordance with all terms and conditions of this 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 shall will remain restricted and subject to forfeiture by Employee cancellation and return to the Company Plan unless and until such that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Agreement and the Plan. Each book entry (d) Each or stock certificate if requested by the Employee) evidencing any Restricted Share shall may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Committee Company in its sole discretion; and . If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such the certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such a certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretoto such custody.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)the Plan, the Company has granted hereby grants to the Employee _______ Shares, as defined in the Plannumber of Shares specified at the beginning of this Agreement. Such These Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Employee (unless the Employee requests a certificate evidencing the Restricted Shares). Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. . * Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has Shares have vested in the Employee in accordance with all terms and conditions of this 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 shall will remain restricted and subject to forfeiture by Employee cancellation and return to the Company Plan unless and until such that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Agreement and the Plan. Each book entry (d) Each or stock certificate if requested by the Employee) evidencing any Restricted Share shall may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Committee Company in its sole discretion; and . If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such the certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such a certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretoto such custody.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)the Plan, the Company has granted hereby grants to the Employee _______ Shares, as defined in the Plannumber of Shares specified at the beginning of this Agreement. Such These Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Employee (unless the Employee requests a certificate evidencing the Restricted Shares). Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. . Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has Shares have vested in the Employee in accordance with all terms and conditions of this 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 shall will remain restricted and subject to forfeiture by Employee cancellation and return to the Company Plan unless and until such that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Agreement and the Plan. Each book entry (d) Each or stock certificate if requested by the Employee) evidencing any Restricted Share shall may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Committee Company in its sole discretion; and . If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretoto such custody.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)Agreement, the Company has granted hereby issues to Employee _______ Shares, as defined in the PlanRecipient the number of Shares specified at the beginning of this Agreement. Such All such Shares are subject to the certain restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Recipient (except in the case of Restricted Shares which are being deposited in escrow under the Escrow Agreement). Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. . The Restricted Shares may not (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has Shares have vested in Employee the Recipient in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution or pursuant to the Escrow Agreement, and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share shall will remain restricted and subject to forfeiture by Employee to the Company cancellation unless and until such that Restricted Share has vested in Employee the Recipient in accordance with all of the terms and conditions of this Agreement. (d) . Each book entry or stock certificate evidencing any Restricted Share shall contain such the notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Committee which are referred to in its sole discretion; and Section 8(a) hereof. With respect to any certificate evidencing Restricted Shares, the Company may, in its sole reasonable discretion, retain custody of any such certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee Recipient tender to the Company a stock power duly executed in blank relating theretoto such custody; provided that, promptly following the lapse of all restrictions with respect to all or a portion of the Restricted Shares, the Company shall cause an appropriate book entry to be made in the records of the Company’s transfer agent, or deliver to the Recipient a certificate, for those shares as to which the restrictions have lapsed without any of the legends referred to in Section 8(a) hereof (except any legends required by applicable state and federal corporate and securities laws); provided further that, the Escrow Agent shall retain custody of any Restricted Shares deposited in escrow pursuant to the Escrow Agreement until such Restricted Shares are released from escrow pursuant to the Escrow Agreement.

Grant of Restricted Stock. Effective as of the Date of Grant, the Company shall cause to be issued in the Participant’s name ________ [ number of Total_Shares_Granted] shares of Common Stock (the “Restricted Stock”). The Company shall electronically register the Restricted Stock, and any Retained Distributions issued with respect to the 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 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) Subject the Participant shall not be entitled to delivery of a stock certificate or certificates representing such Restricted Stock until the Forfeiture Restrictions applicable thereto shall have expired and the Participant requests delivery of a certificate as described in Section 6.4(a) of the Plan, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Stock (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the 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, exchange, encumber, or dispose of the Restricted 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 may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Stock occurs or the Forfeiture Restrictions lapse, together with stock powers or other written instruments or electronic agreements of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock 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 Participant accepts and agrees to be bound by all the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee to the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating thereto.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two hundred nine thousand three hundred eight (209,308) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. (ai) Subject As of the date first written above (the “Grant Date”), the Company grants to the Participant [SHARES] shares of the Company’s Common Stock subject to vesting and subject to the terms and conditions of the Plan and of set forth in this Agreement (the “Restricted Stock”). If and subject to execution of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the extent that the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered set forth in the name of Employee. Employee shall have all rights of a shareholder Section 3 expire without forfeiture of the Company with respect to each Restricted Share (including voting rights Stock, and the right to receive dividends and upon satisfaction of all other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and applicable conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee as to the Company unless and until Restricted Stock, such shares will no longer be considered Restricted Share has vested in Employee in accordance with all terms and conditions Stock for purposes of this Agreement. (dii) Each The Participant must accept the terms of this Agreement by returning a signed copy to the Company within 60 days after the Agreement is presented to Participant for review. (iii) As soon as practicable after the Grant Date, the Company will direct that a stock certificate evidencing any or certificates representing the Restricted Share shall contain such legends and Stock be registered in Participant’s name. Such certificate(s) will be held in the custody of the Company or its designee until the expiration of the Restricted Period (as defined in Section 4 below). Upon the request of the Company, the Participant will be required to deliver to the Company one or more stock transfer instructions powers endorsed in blank relating to the Restricted Stock. (iv) If a certificate for the Restricted Stock is delivered to the Participant, the certificate may bear the following or limitations a similar legend as may be determined or authorized by the Committee in its sole discretion; Company (as well as any legends required by applicable state and federal corporate and securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR WITHOUT AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED." (v) In addition, any stock certificates for the Restricted Stock will be subject to any stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any securities exchange or similar entity upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company maymay cause a legend or legends to be placed on any certificates to make appropriate reference to these restrictions. (vi) Any issuance of Common Stock under this Agreement may be effected on a non-certificated basis, in its sole discretion, retain custody to the extent not prohibited by applicable law or the applicable rules of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretosecurities exchange or similar entity.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two million ninety three thousand sixty four (2,093,064) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of himself and on behalf of his beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor his beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of his death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in respect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a stock power duly executed result of the issuance, vesting, payment or disposition of any Grant Shares, the tax withholding obligation shall be satisfied in blank relating theretoaccordance with the provisions and terms of Section 4.5 of the SIP.

Grant of Restricted Stock. (a) Subject Pursuant to the provisions of the Plan, the Stock Option Committee of the Board of Directors of the Company (the "Committee") hereby awards to the Employee, on the date hereof (the "Date of Grant"), subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, [NUMBER OF] shares of Common Stock (the "Restricted Stock"). If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement (without forfeiture of the Restricted Stock, and subject upon the satisfaction of all other applicable conditions as to execution the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share"Agreement. (b) Each Restricted Share As soon as practicable after the Date of Grant, the Company shall be evidenced by direct that a duly issued stock certificate (which may represent more than one or certificates representing shares of Restricted Share) Stock be registered in the name of and issued to the Employee. Employee Such certificate or certificates shall have all rights of a shareholder be held in the custody of the Company with respect to each or its designee until such shares no longer are considered Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareStock. (c) No On or before the issuance of the stock certificate or certificates representing the Restricted Share may be soldStock, transferredthe Employee shall deliver to the Company stock powers endorsed in blank relating to the Restricted Stock, pledgedin a form provided by the Company. Employee irrevocably appoints the Company and each of its officers, hypothecated employees and agents as his true and lawful attorneys with power (i) to sign in Employee's name and on Employee's behalf stock certificates and stock powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or otherwise encumbered desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or disposed of until such Restricted Share has vested in Employee in accordance with all desirable to effectuate the terms and conditions of this Agreement. Each Restricted Share shall remain restricted This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and subject documents as may be reasonably requested from time to forfeiture time by Employee the Committee to effectuate the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each certificate of the Restricted Stock shall bear the following legend (the "Legend"): "The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Ulticom, Inc. [YEAR OF PLAN] Stock Incentive Compensation Plan and a Restricted Stock Award Agreement entered into between the registered owner and Ulticom, Inc. Copies of such Plan and Agreement are on file in the executive offices of Ulticom, Inc." In addition, the stock certificate evidencing or certificates for the Restricted Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any Restricted Share shall contain such legends stock exchange or securities association upon which the Common Stock is then listed, and stock transfer instructions any applicable federal or limitations as may be determined or authorized by the Committee in its sole discretion; state securities law, and the Company may, in its sole discretion, retain custody of any may cause a legend or legends to be placed on such certificate throughout or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the period during which any Restrictions are applicable Vesting Date (as defined in effect Paragraph 1.3), and requireupon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, as a condition to issuing any such certificateincluding, that but not limited to, the payment by the Employee tender of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Company Employee a stock power duly executed in blank relating theretocertificate or certificates for the applicable shares of Restricted Stock which shall not bear the Legend.

Grant of Restricted Stock. (a) Subject Pursuant to the Plan and subject to the restrictions and the terms and conditions of the Plan set forth therein, which terms and of conditions are incorporated herein by reference, and in this Agreement (and subject to execution of this Agreement by Employee)Agreement, the Company has granted grants to Employee _______ Sharesthe Grantee and the Grantee accepts the number of shares of Common Stock, $0.01 par value, of the Company set forth above (the "Restricted Stock"). The term "Restricted Stock" shall include any additional shares of stock of the Company issued on account of the foregoing shares by reason of stock dividends, stock splits or recapitalizations (whether by way of mergers, consolidations, combinations or exchanges of shares or the like). Restrictions on Stock. Until the termination of restrictions as defined provided in Section 3 hereof, the Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in this Agreement. No rights or interests of the Grantee under this Agreement or under the Plan may be assigned, encumbered or transferred other than (i) to the extent permitted and in accordance with such procedures adopted by the Committee from time to time and (ii) by will or the laws of descent and distribution. The naming of a Designated Beneficiary does not constitute a transfer. If the Grantee ceases to serve as a director of the Company for any reason (voluntary or involuntary), in the Plan. Such Shares are absence of any other provisions prescribed in the vote granting any Restricted Stock under the Plan or thereafter, such Restricted Stock, to the extent remaining subject to restrictions, shall immediately be forfeited to the Company subject to the restrictions provided Company reimbursing the consideration (if any) paid for herein the Restricted Stock to the Non-Employee Director or to such person(s) to whom the Non-Employee Director's rights pass by will or by the applicable laws of descent and are referred distribution in the case the Non-Employee Director ceases to collectively as the "Restricted Shares" and each serve as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder director of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Shareby reason of his or her death. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee to the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating thereto.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and Plan, as of this Agreement (and subject to execution of this Agreement by Employee)the Grant Date, the Company has granted grants to Employee _______ Shares, as defined the Participant the number of shares of Common Stock set forth in the Plan. Such Shares are Notice (the “Restricted Shares”), subject to the restrictions provided for herein set forth in Paragraph 2 of these Terms and are referred to collectively as Conditions, the "provisions of the Plan and the other provisions contained in these Terms and Conditions. If and when the restrictions set forth in Paragraph 2 expire in accordance with these Terms and Conditions without forfeiture of the Restricted Shares" , and each upon the satisfaction of all other applicable conditions as a "to the Restricted Share"Shares, such shares shall no longer be considered Restricted Shares for purposes of these Terms and Conditions. (b) Each Restricted Share As soon as practicable after the Grant Date, the Company shall be evidenced by direct that a duly issued stock certificate (which may represent more than one or certificates representing the applicable Restricted Share) Shares be registered in the name of Employeeand issued to the Participant. Employee Such certificate or certificates shall have all rights of a shareholder be held in the custody of the Company with respect or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3). On or before the date of execution of the Notice, the Participant has delivered to each the Company one or more stock powers endorsed in blank relating to the Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareShares. (c) No Except as provided in Paragraph 1(d), in the event that a certificate for the Restricted Share may be soldShares is delivered to the Participant, transferred, pledged, hypothecated or otherwise encumbered or disposed such certificate shall bear the following legend (the “Legend”): The ownership and transferability of until such Restricted Share has vested in Employee in accordance with all this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of this Agreement. Each the Fuqi International, Inc. 2009 Omnibus Incentive Plan and a Restricted Share Stock Award Notice entered into between the registered owner and Fuqi International, Inc. Copies of such Plan and Notice are on file in the executive offices of Fuqi International, Inc. In addition, the stock certificate or certificates for the Restricted Shares shall remain restricted and be subject to forfeiture by Employee such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions, including but not limited to the Company unless and until such Restricted Share has vested Securities Act restrictive legend referenced in Employee in accordance with all terms and conditions of this AgreementParagraph 2(b), below. (d) Each stock certificate evidencing any As soon as administratively practicable following the expiration of the Restricted Share shall contain such legends Period without a forfeiture of the Restricted Shares, and stock transfer instructions or limitations upon the satisfaction of all other applicable conditions as may be determined or authorized to the Restricted Shares, including, but not limited to, the payment by the Committee in its sole discretion; and Participant of all applicable withholding taxes, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition shall deliver or cause to issuing any such certificate, that the Employee tender be delivered to the Company Participant a stock power duly executed in blank relating theretocertificate or certificates for the applicable Restricted Shares which shall not bear the Legend.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)Grant Date, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two hundred three thousand eight hundred forty-five (203,845) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, three hundred fifty three thousand six hundred eighty (353,680) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in respect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a stock power duly executed result of the issuance, vesting, payment or disposition of any Grant Shares, the tax withholding obligation shall be satisfied in blank relating theretoaccordance with the provisions and terms of Section 4.5 of the SIP.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)the Plan, the Company has granted hereby grants to the Employee _______ Shares, as defined in the Plannumber of Shares specified at the beginning of this Agreement. Such These Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share shall Shares will be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered book entry made in the records of the Company’s transfer agent in the name of Employeethe Employee (unless the Employee requests a certificate * Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan. Employee shall have all rights of a shareholder of evidencing the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributionsShares), except that all . All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. . Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has Shares have vested in the Employee in accordance with all terms and conditions of this 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 shall will remain restricted and subject to forfeiture by Employee cancellation and return to the Company Plan unless and until such that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement. Agreement and the Plan. Each book entry (d) Each or stock certificate if requested by the Employee) evidencing any Restricted Share shall may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Committee Company in its sole discretion; and . If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such the certificate throughout the period during which any Restrictions restrictions are in effect and require, as a condition to issuing any such a certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretoto such custody.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)Agreement, the Company has granted hereby awards to Employee _______ the Grantee the number of Class A Shares (the “Shares, as defined ”) specified in the PlanGrant Notice. Such The Shares are subject to the restrictions provided for herein in this Agreement and are referred to collectively as the "“Restricted Shares" ” and each as a "“Restricted Share".” (b) Each The Restricted Share Shares will be evidenced by this Agreement and the Grant Notice until such time as the Shares “vest” pursuant to the terms of this Agreement and the Plan and shall be evidenced by a duly the Shares being issued stock certificate (which may represent more than one Restricted Share) registered to the Grantee by recording the Grantee as holder of such shares in the name Register of Employee. Employee shall have all rights of a shareholder Members of the Company with respect to each Restricted Share (including voting rights and or, as applicable, the right to receive dividends and other distributionstransfer agent of the Company), except that all . All restrictions provided for herein shall in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to such that Restricted Share. (c) No . Each Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of will remain restricted and subject to forfeiture to the Company unless and until such that Restricted Share has vested by the issue of the relevant number of shares and entry of the Grantee in Employee the Register of Members of the Company as holder of such “vested” shares in accordance with all of the terms and conditions of this Agreement. Each Restricted Share shall remain restricted , the Plan and subject to forfeiture by Employee to the Company unless Amended and until such Restricted Share has vested in Employee in accordance with all terms Restated Memorandum and conditions Articles of this AgreementAssociation of the Company. (dc) Each stock The Grantee agrees that the Company need not deliver to the Grantee a share certificate evidencing for any Shares or enter Restricted Shares in the Register of Members of the Company in the name of the Grantee (or, as applicable, the Company’s transfer agent to register the Shares in a book entry form with respect to any Restricted Share Shares). The Grantee shall contain such legends and stock have no right to transfer instructions or limitations any Restricted Shares, except as may be determined or authorized approved by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender Administrator (pursuant to the Company a stock power duly executed in blank relating theretoPlan or otherwise).

Grant of Restricted Stock. (a) Subject Pursuant to the provisions of the Plan, the Committee hereby awards to the Employee, on the date hereof (the “Date of Grant”), subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, twenty-five thousand (25,000) shares of Common Stock (the “Restricted Stock”). If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement (without forfeiture of the Restricted Stock, and subject upon the satisfaction of all other applicable conditions as to execution the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement by Employee), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share"Agreement. (b) Each Restricted Share As soon as practicable after the Date of Grant, the Company shall be evidenced by direct that a duly issued stock certificate (which may represent more than one or certificates representing shares of Restricted Share) Stock be registered in the name of and issued to the Employee. Employee Such certificate or certificates shall have all rights of a shareholder be held in the custody of the Company with respect to each or its designee until such shares no longer are considered Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareStock. (c) No On or before the issuance of the stock certificate or certificates representing the Restricted Share may be soldStock, transferredthe Employee shall deliver to the Company stock powers endorsed in blank relating to the Restricted Stock, pledgedin a form provided by the Company. Employee irrevocably appoints the Company and each of its officers, hypothecated employees and agents as his true and lawful attorneys with power (i) to sign in Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or otherwise encumbered desirable to carry out the terms of this Agreement and (ii) to take such other action as the Committee deems necessary or disposed of until such Restricted Share has vested in Employee in accordance with all desirable to effectuate the terms and conditions of this Agreement. Each Restricted Share shall remain restricted This power, being coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and subject documents as may be reasonably requested from time to forfeiture time by Employee the Committee to effectuate the Company unless and until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each certificate of the Restricted Stock shall bear the following legend (the “Legend”): “The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Comverse Technology, Inc. 2004 Stock Incentive Compensation Plan and a Restricted Stock Award Agreement entered into between the registered owner and Comverse Technology, Inc. Copies of such Plan and Agreement are on file in the executive offices of Comverse Technology, Inc.” In addition, the stock certificate evidencing or certificates for the Restricted Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any Restricted Share shall contain such legends stock exchange or securities association upon which the Common Stock is then listed, and stock transfer instructions any applicable federal or limitations as may be determined or authorized by the Committee in its sole discretion; state securities law, and the Company may, in its sole discretion, retain custody of any may cause a legend or legends to be placed on such certificate throughout or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the period during which any Restrictions are applicable Vesting Date (as defined in effect Paragraph 1.3), and requireupon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, as a condition to issuing any such certificateincluding, that but not limited to, the payment by the Employee tender of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Company Employee a stock power duly executed in blank relating theretocertificate or certificates for the applicable shares of Restricted Stock which shall not bear the Legend.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, five million two hundred seventy four thousand five hundred nineteen (5,274,519) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of himself and on behalf of his beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor his beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of his death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. Promptly following the date hereof, the Company shall grant to the Executive 3,000,000 shares of the Company’s Class B Common Stock, $.01 par value per share (a) Subject the “Restricted Stock”), pursuant to the terms and conditions of the Restricted Stock Plan of Healthcare Services, Inc. (the “Plan”) and a Healthcare Services, Inc. Restricted Stock Award Agreement by and between the Executive and the Company attached hereto as Exhibit A (the “Award Agreement”). The Restricted 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 of this Agreement (and subject to execution of this Agreement by EmployeeAward Agreement), the Company has granted Executive shall nevertheless have the right to Employee _______ Sharesown for all purposes such Restricted Stock in such manner as if such vesting had already occurred and to possess and enjoy all beneficial ownership rights in same, as defined in including, without limitation, the Plan. Such Shares are subject right to vote the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights Stock and the right to receive all dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed distributions paid or made with respect to such the Restricted Share. (c) No Stock. The Restricted Share may Stock shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee dilution in the same manner as all other shares of capital stock. Executive agrees and acknowledges that, notwithstanding her right to vote the Restricted Stock, she may only vote those shares of Restricted Stock which equal 18% of the then issued and outstanding shares of stock on record at the time of the vote. Notwithstanding the foregoing agreement to grant the Executive the Restricted Stock, it is expressly understood and agreed that the Company unless and until such does not now, nor hereafter shall have, any obligation to continue the Executive in its employ whether or not on a full-time basis, after the end of the Term. In the event that the Executive 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 Share has vested in Employee in accordance with all terms and conditions of this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized Stock to a person designated by the Committee Company in its sole discretion; discretion and ii) execute a consent to the conversion of the Restricted Stock from Class B Common Stock to Class C Common Stock, if the Company may, in its sole discretion, retain custody of any requests such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretoconsent.

Grant of Restricted Stock. (a) Subject The Corporation hereby grants to the Executive, the Restricted Stock. The Corporation shall deliver to the Executive the certificate or certificates representing such Restricted Stock, subject to Section 4 hereof, the Restriction Period and the other restrictions contained herein and those restrictions set forth in that certain Stockholders’ Agreement (the “Closing Date”), by and among the Corporation and the investors and management stockholders named therein (the “Stockholders’ Agreement”). (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 view to, or intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and the Restricted 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 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 Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) The Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Plan Restricted Stock and has had full access to such other information concerning the Corporation as he has requested. The Executive has also reviewed, or has had an opportunity to review, the 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 by the financing documents that the Corporation may enter into and may be restricted by future agreements or instruments binding on the Corporation, its operating subsidiaries or its properties. 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 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 a complete loss of his investment. (v) This Agreement (constitutes the legal, valid and subject to execution binding obligation of the Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Employee)the Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company has granted Executive is a party or any judgment, order or decree to Employee _______ Shares, as defined in which the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareExecutive is subject. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms The Corporation represents and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee warrants to the Company unless Executive that the Restricted Stock issued under this Agreement is duly and until such Restricted Share validly authorized and issued, fully paid and non-assessable and has vested not been issued in Employee in accordance with all terms and conditions of this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company may, in its sole discretion, retain custody violation of any such certificate throughout the period during which pre-emptive or similar right of any Restrictions are in effect and require, as a condition to issuing person or of any such certificate, that the Employee tender to the Company a stock power duly executed in blank relating theretofederal or state securities law.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)Grant Date, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two hundred three thousand eight hundred forty-six (203,846) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in respect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a stock power duly executed result of the issuance, vesting, payment or disposition of any Grant Shares, the tax withholding obligation shall be satisfied in blank relating theretoaccordance with the provisions and terms of Section 4.5 of the SIP.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two hundred nine thousand three hundred eight (209,308) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of herself and on behalf of her beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor her beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of her death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in respect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a stock power duly executed result of the issuance, vesting, payment or disposition of any Grant Shares, the tax withholding obligation shall be satisfied in blank relating theretoaccordance with the provisions and terms of Section 4.5 of the SIP.

Grant of Restricted Stock. (a) Subject to the terms and conditions Effective as of the Plan and of this Agreement (and subject to execution of this Agreement by Employee)date hereof, the Company has granted hereby grants to Employee _______ SharesEmployee, as defined in the Plan. Such Shares are subject to the vesting provisions and restrictions set forth below, two million ninety-three thousand sixty-four (2,093,064) shares of restricted stock (the "Grant Shares") under the SIP. On behalf of himself and on behalf of his beneficiaries, estate and permitted assigns, Employee agrees: (i) to the terms, provisions and restrictions provided for herein and are referred by this Agreement on any Restricted Property (as defined below) received with respect to collectively as the "Restricted Grant Shares" and each as a "Restricted Share".; and (bii) Each Restricted Share shall be evidenced by a duly issued stock certificate that Employee (which may represent more than one Restricted Shareor his beneficiaries, estate and permitted assigns) registered will not vote (nor assign, pledge or transfer the right to vote to any other party in any manner) with respect to the name of EmployeeGrant Shares until such Grant Shares are vested. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive ordinary cash dividends (if, when and as ordinary cash dividends are paid on shares of Common Stock generally) with respect to any unforfeited Grant Shares held under this Agreement. Employee shall have the right to receive any securities or other distributionsproperty (if, when and as such securities or properties are paid on shares of Common Stock generally) as a result of any dividend or other distribution (other than ordinary cash dividends), except that all restrictions provided for herein shall apply to each Restricted Share and conversion or exchange with respect to any unforfeited Grant Shares held under this Agreement (such securities or other securities distributed property shall be referred to herein as "Restricted Property"); provided, however, that such Restricted Property received with respect to such Restricted Share. (c) No Restricted Share may Grant Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all subject to the terms and conditions of this Agreement. Each To the extent Restricted Share shall remain restricted and Property is received with respect of the Grant Shares, the Restricted Property will be subject to forfeiture the restrictions set forth in this Agreement to the same extent as the Grant Shares to which such securities or other property relate and shall be held and accumulated for the benefit of Employee, but subject to such risks (including, but not limited to, the risk of forfeiture). The Company shall issue a certificate or certificates for the Grant Shares, registered in the name of Employee, which certificate(s) shall be held by the Company until such Grant Shares shall have become vested or forfeited in accordance with this Agreement. The certificate(s) representing Grant Shares forfeited in accordance with this Agreement and any shares accumulated thereon and any other cash, rights or property (including Restricted Property) accumulated in respect thereof shall, upon such forfeiture, automatically revert to the Company. The certificate(s) representing Grant Shares (before such shares shall have become vested) shall bear the following legends and/or any other appropriate or required legends under applicable laws: "OWNERSHIP OF THIS CERTIFICATE AND THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AN AGREEMENT WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION, A COPY OF WHICH IS AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION." To the extent that a certificate evidencing the Grant Shares or any related Restricted Property is delivered to Employee prior to the vesting of such Grant Shares, Employee shall promptly redeliver such certificate(s) to the Company unless to be held by the Company pursuant to the terms hereof. Upon the occurrence of any forfeiture of Grant Shares (including any related Restricted Property), such forfeited Grant Shares (and until related Restricted Property) shall be automatically transferred to the Company, without any other action by Employee, or Employee's Personal Representative or Beneficiary, as the case may be. The Company may take any other action necessary or advisable to evidence such transfer. Employee, or Employee's Personal Representative or Beneficiary, as the case may be, shall deliver any additional documents of transfer that the Company may reasonably request to confirm such transfer. Without limiting the generality of the foregoing, Employee, by execution of this Agreement, shall be deemed to appoint the Company and each of its authorized representatives as Employee's attorney(s)-in-fact to effect any such transfer of unvested Grant Shares (and any related Restricted Share has vested Property) and to execute such documents as the Company or such representatives deem necessary or advisable in Employee connection with any such transfer. Promptly after the vesting of the Grant Shares in accordance with all the terms and conditions hereof, a certificate or certificates evidencing the number of this Agreement. Grant Shares that have vested shall be delivered to Employee (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company mayor, in its sole discretionthe event of his death or disability, retain custody of any Employee's Personal Representative or Beneficiary). Employee or such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, that the Employee tender other person shall deliver to the Company a stock power duly executed any representations or other documents or assurances required pursuant to Section 4.4 of the SIP. Employee shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grant Shares or any Restricted Property in blank relating theretorespect thereof until such Grant Shares are vested. Any sale or transfer, or purported sale or transfer, shall be null and void.

Grant of Restricted Stock. (a) Subject to the terms and conditions of the Plan and Plan, as of this Agreement (and subject to execution of this Agreement by Employee)the Grant Date, the Company has granted grants to Employee _______ Shares, as defined the Participant the number of Shares of Common Stock set forth in the Plan. Such Shares are Notice (the “Restricted Shares”), subject to the restrictions provided for herein set forth in Paragraph 2 of these Terms, the provisions of the Plan and are referred to collectively as the "other provisions contained in these Terms. If and when the restrictions set forth in Paragraph 2 expire in accordance with these Terms without forfeiture of the Restricted Shares" , and each upon the satisfaction of all other applicable conditions as a "to the Restricted Share"Shares, such shares shall no longer be considered Restricted Shares for purposes of these Terms. (b) Each Restricted Share As soon as practicable after the Grant Date, the Company shall be evidenced by direct that a duly issued stock certificate (which may represent more than one or certificates representing the applicable Restricted Share) Shares be registered in the name of Employeeand issued to the Participant. Employee Such certificate or certificates shall have all rights of a shareholder be held in the custody of the Company with respect or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3). Upon the request of the Company, the Participant shall deliver to each the Company one or more stock powers endorsed in blank relating to the Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted ShareShares. (c) No Except as provided in Paragraph 1(d), in the event that a certificate for the Restricted Share may Shares is delivered to the Participant, such certificate shall bear the following legend (the “Legend”): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES. In addition, the stock certificate or certificates for the Restricted Shares shall be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreement. Each Restricted Share shall remain restricted and subject to forfeiture by Employee to such stop-transfer orders and other restrictions as the Company unless may deem advisable under the rules, regulations, and until other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such Restricted Share has vested in Employee in accordance with all terms and conditions of this Agreementcertificate or certificates to make appropriate reference to such restrictions. (d) Each stock certificate evidencing any As soon as administratively practicable following the expiration of the Restricted Share shall contain such legends Period without a forfeiture of the Restricted Shares, and stock transfer instructions or limitations upon the satisfaction of all other applicable conditions as may be determined or authorized to the Restricted Shares, including, but not limited to, the payment by the Committee in its sole discretion; and Participant of all applicable withholding taxes, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any Restrictions are in effect and require, as a condition shall deliver or cause to issuing any such certificate, that the Employee tender be delivered to the Company Participant a stock power duly executed in blank relating theretocertificate or certificates for the applicable Restricted Shares which shall not bear the Legend.

Grant of Restricted Stock. (a) a. Subject to the terms and conditions of the Plan and this Agreement, the Corporation’s Compensation Committee (“Compensation Committee”) hereby grants to the Grantee the number of this Agreement shares of its Common Stock set forth above (and subject to the “Restricted Stock”). b. Upon execution of this Agreement by Employee)the Grantee, the Company has granted Corporation will cause the issuance of the Restricted Stock to Employee _______ Shares, as defined in the Plan. Such Shares are Grantee subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions of this AgreementAgreement and the Plan. Each Restricted Share shall remain restricted and subject to forfeiture Stock will be held by Employee the secretary of the Corporation as escrow agent (“Escrow Agent”). The certificate or certificates representing such shares of Restricted Stock will not be delivered by the Escrow Agent to the Company Grantee unless and until such the shares of Restricted Share has Stock are vested in Employee in accordance with and all other terms and conditions of in this Agreement. (d) Each stock certificate evidencing any Restricted Share shall contain such legends and stock transfer instructions or limitations as may be determined or authorized by the Committee in its sole discretion; and the Company Agreement have been satisfied. The Escrow Agent may, in its sole discretion, retain custody elect to enter into alternative arrangements for the escrow of any the shares of Restricted Stock if, in the Escrow Agent’s discretion, such shares are issued in book entry form. c. The certificate throughout or certificates representing the period during which any Restrictions Restricted Stock will contain the following legend: “This certificate and the shares of stock represented hereby are in effect and require, as a condition to issuing any such certificate, that the Employee tender subject to the Company terms and conditions (including forfeiture and restrictions against transfer) set forth in the Bryn Mawr Bank Corporation 2010 Long Term Incentive Plan and an agreement entered into between the registered owner and the Bryn Mawr Bank Corporation. Release from such terms and conditions will be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file with the office of the corporate secretary of Bryn Mawr Bank Corporation.” d. If a book entry system is used with respect to the issuance of Restricted Stock, appropriate notations of forfeiture possibility and transfer restrictions will be made on the system with respect to the account or accounts to which the Restricted Stock are credited. e. Upon vesting of the Restricted Stock and satisfaction of all of the other terms and conditions in this Agreement, the Corporation will cause replacement stock power duly executed certificate(s) without the restrictive legend referred to in blank relating theretosubsection 2. c. above to be issued and delivered to Grantee as soon as practicable.

Grant of Restricted Stock. (a) Subject The Company hereby grants to the terms Grantee Six Thousand Two Hundred and conditions Fifty (6,250) shares of Common Stock (the Plan and of this Agreement (and subject to execution of this Agreement by Employee“Restricted Stock”), the Company has granted to Employee _______ Shares, as defined in the Plan. Such Shares are subject to the restrictions provided for herein and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share". (b) Each Restricted Share shall be evidenced by a duly issued stock certificate (which may represent more than one Restricted Share) registered described in the name of Employee. Employee shall have all rights of a shareholder of the Company with respect to each Restricted Share (including voting rights and the right to receive dividends and other distributions), except that all restrictions provided for herein shall apply to each Restricted Share and to any other securities distributed with respect to such Restricted Share. (c) No Restricted Share may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until such Restricted Share has vested in Employee in accordance with all terms and conditions Paragraph 1.2 of this Agreement. Each Restricted Share shall remain The parties acknowledge that the closing price of the Company’s common shares listed on the American Stock Exchange (or any successor exchange on which the shares are listed) as of the date on which the restricted and subject to forfeiture by Employee to shares were granted was $7.69 per share. As the Company unless and until such Restricted Share has vested restrictions set forth in Employee Paragraph 1.2 of this Agreement lapse in accordance with the terms of this Agreement as to all terms and conditions or a portion of the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement. (db) Each The Company hereby directs that a stock certificate evidencing any or certificates representing the shares of the Restricted Share Stock shall contain be registered in the name of and issued to the Grantee, although the Company shall hold the stock certificate or certificates until the restrictions lapse as provided in the Plan. Such stock certificate or certificates shall be subject to such legends stop-transfer orders and stock transfer instructions other restrictions as the Company may deem necessary or limitations as may be determined or authorized by the Committee in its sole discretion; advisable under applicable federal and state securities laws, and the Company may, in its sole discretion, retain custody may cause legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (c) The Company shall not be required to deliver any certificate for shares of Restricted Stock granted under this Plan until all of the following conditions have been fulfilled: (i) the admission of such shares to listing on all stock exchanges on which the Stock is then listed; (ii) the completion of any registration or other qualification of such certificate throughout the period during which any Restrictions are in effect and require, as a condition to issuing any such certificate, shares that the Employee tender to Company deems necessary or advisable under any federal or state law or under the rulings or regulations of the SEC or any other governmental regulatory body; and (iii) the obtaining of any approval or other clearance from any federal or state governmental agency or body that the Company a stock power duly executed in blank relating theretodetermines to be necessary or advisable.