Common use of Vesting of Restricted Share Units Clause in Contracts

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, as applicable, the Restricted Share Units will vest if while the Participant is employed as the Chief Executive Officer of the AVG group of companies the average closing price of a Share on the principal securities exchange where the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying the Restricted Share Units until the Restricted Share Units vest and Shares are issued to the Participant.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while on the Participant is employed as the Chief Executive Officer third anniversary of the AVG group Grant Date provided that you continue to serve as an employee of companies the average closing price Company for the period from the Grant Date through the third anniversary of the Grant Date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then this Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the principal securities exchange where regularly scheduled vesting date. Each year of completed service during the Shares are traded during vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (e) Subject to Section 8(b), if you incur a 30 consecutive trading Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day period exceeds 2.5 times of the closing price of a Share Vesting Period, then this Award will vest on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting such Separation from Service and will be deemed to occur on the first anniversary of the Start Date and payable within thirty (B30) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months days of the date of termination will vest on such Separation from Service in the 60th form specified in Section 2. (f) If you incur any Separation from Service that is not described in Section 1(b) through (e) prior to the last day following of the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for CauseVesting Period, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination Award will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be immediately cancelled and forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant and you will have no voting or other shareholder further rights with respect to the Shares underlying the Restricted Share Stock Units until the Restricted Share Units vest and Shares are issued granted pursuant to the Participantthis Agreement.

Vesting of Restricted Share Units. 2.1 Subject (a) The Restricted Share Units shall vest to the Participant’s continued service extent of one-third of the Restricted Share Units on each of the Vesting Dates set forth above (each a “Vesting Date”) (rounded down to the next whole number), provided that the Grantee shall have remained in the continuous employ of the Company or one of its Subsidiaries, as applicablea Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Share Units will that have not yet vested under this Section 2(a) shall immediately vest if if, prior to the applicable Vesting Date: (i) the Grantee ceases to be employed with the Company and its Subsidiaries by reason of death or Disability (defined by reference to the long-term disability plan covering the Grantee that is maintained by the Company or a Subsidiary); (ii) the Grantee terminates employment with the Company and its Subsidiaries as a result of his Retirement (defined as “early retirement” or “normal retirement” under the Scripps Networks Interactive Pension Plan); or (iii) a Change in Control occurs while the Participant Grantee is employed as by the Chief Executive Officer Company or any Subsidiary. (c) Notwithstanding Section 2(a), a portion of the AVG group of companies Restricted Share Units that has not yet vested under Section 2(a) or 2(b) shall immediately vest if, prior to the average closing price of applicable Vesting Date, the Company and its Subsidiaries terminate the Grantee’s employment other than for Cause, death or Disability, or, solely if the Grantee is a Share on “Group I Participant” (as defined in the principal securities exchange where the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share Scripps Networks Interactive, Inc. Executive Severance Plan) on the date of Participant’s commencement termination of employment, i.e. 25 July 2013, (the “Start Date”Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason. The vested portion under this Section 2(c) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior shall be equal to the first anniversary sum of (i) the Start Datenumber of unvested Restricted Share Units, the vesting will be deemed if any, that were scheduled to occur vest on the first anniversary of the Start Date of Grant, multiplied by a fraction, the numerator of which is the number of days of employment with the Company or its Subsidiaries that the Grantee completed commencing with the Date of Grant and the denominator of which is 365, plus (Bii) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice number of termination as unvested Restricted Share Units, if any, that were scheduled to vest on the second anniversary of the applicable vesting date. 2.2 Except as provided belowDate of Grant, upon multiplied by a fraction, the occurrence numerator of a Termination which is the number of Employment Event days of employment with respect to the ParticipantCompany or its Subsidiaries that the Grantee completed commencing with the Date of Grant and the denominator of which is 730, any plus (iii) the number of unvested Restricted Share Units will be forfeited and that were scheduled to vest on the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first third anniversary of the Start Date at of Grant, multiplied by a fraction, the Company’s initiativenumerator of which is the number of days of employment with the Company or its Subsidiaries that the Grantee completed commencing with the Date of Grant and the denominator of which is 1095 (with the resulting sum rounded down to the next whole number). (d) For purposes of this Section 2, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months the continuous employment of the date Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of termination will vest on the 60th day following Company and its Subsidiaries, by reason of the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) transfer of his Employment Agreement. If Participant’s employment is terminated 18 months or more after among the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory BoardCompany and its Subsidiaries. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying the Restricted Share Units until the Restricted Share Units vest and Shares are issued to the Participant.

Vesting of Restricted Share Units. 2.1 Subject Except as set forth below, and subject to the Participantdiscretion of the Administrator (as described in Section 2 of the Plan) to accelerate the following vesting schedule, the restrictions and conditions of Paragraph 1 of this Agreement shall lapse in full upon the earlier of the first anniversary of the Grant Date or the first annual meeting of shareholders following the Grant Date, so long as the Grantee has served continuously as a member of the Board on such date; provided that if (i) the Grantee shall die while in the service of the Company, (ii) the Grantee’s continued service as a member of the Board terminates by reason of the Grantee’s disability (within the meaning of Section 409A of the Code), (iii) the Grantee’s service as a member of the Board terminates by reason of the Grantee’s resignation as a Non-Employee Director during his or her one-year Board term or the Grantee's dismissal as a Non-Employee Director by shareholders at an extraordinary general meeting during the Grantee's one-year Board term, or (iv) the Grantee’s service as a member of the Board terminates in connection with the consummation of a Sale Event prior to the Company or one lapse of its Subsidiariesthe regular vesting period as provided in this Paragraph 2, as applicablethen in any such case, the Restricted Share Units will shall vest if while on a pro rata basis for the Participant is employed period during which the Grantee has served as the Chief Executive Officer of the AVG group of companies the average closing price of a Share Non-Employee Director on the principal securities exchange where Board, up to and including the Shares are traded during date the Grantee ceases to be a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share Non-Employee Director, calculated based on the date number of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, calendar days served as a Non-Employee Director during the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except period as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreementherein. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying Sale Event occurs and the Restricted Share Units until are assumed, continued or substituted in connection with such Sale Event, then in any such case, the Restricted Share Units shall vest and in accordance with the regular vesting period as provided in this Paragraph. The date upon which such Restricted Share Units vest in accordance with this Paragraph 2 shall be referred to herein as the “Vesting Date.” In determining the number of vested Restricted Share Units at the time of any vesting, the number of Ordinary Shares are issued shall be rounded down to the Participantnearest whole ADS or the nearest increment of 13 Ordinary Shares.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while on the Participant is third anniversary of the grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Award Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will be deemed to be effective as of the last day of any period during which you are entitled to receive severance from the Company. In the event that, as the Chief Executive Officer result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of the AVG group Vesting Period, the Award will be payable at the time and in the form specified in Section 2 of companies this Agreement. (e) Subject to Section 8(b) below, if you incur a Separation from Service due to a Qualifying Termination within the average closing price two (2) year period immediately following a Change of a Share on Control and prior to the principal securities exchange where last day of the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times Vesting Period, then the closing price of a Share Award will vest on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting such Separation from Service and will be deemed to occur on the first anniversary of the Start Date and payable within thirty (B30) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months days of the date of termination will vest on such Separation from Service in the 60th form specified in Section 2. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day following of the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for CauseVesting Period, then any Restricted Share Units (your Award under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination Agreement will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be immediately cancelled and forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant and you will have no voting or other shareholder further rights with respect to the Shares underlying the Restricted Share Stock Units until the Restricted Share Units vest and Shares are issued granted pursuant to the Participantthis Agreement.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while on the Participant is employed as the Chief Executive Officer third anniversary of the AVG group Grant Date provided that you continue to serve as a member of companies the average closing price Board for the period from the Grant Date through third anniversary of a Share the Grant Date (the “Vesting Period”). (b) If your membership on the principal securities exchange where Board terminates prior to the Shares are traded during last day of the Vesting Period due to your Disability or death or due to a 30 consecutive trading day Qualifying Termination within the two (2) year period exceeds 2.5 times immediately following a Change of Control, then the closing price of a Restricted Share Units will vest on the date of Participant’s commencement such termination of employment, i.e. 25 July 2013, (the “Start Date”) membership on the principal securities exchange where Board and will be payable within thirty (30) days of the Shares are traded date of such termination of membership on the Board in the form specified in Section 2. (c) If you resign from the “Share Price Goal”)Board or cease to be a member of the Board by reason of the antitrust laws, provided compliance with the Company’s conflict of interest policies, or other circumstances that (A) if the Share Price Goal is achieved Board determines not to be adverse to the best interests of the Company prior to the first third anniversary of the Start Grant Date, the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided belowBoard may, upon resolution, determine that the occurrence of a Termination of Employment Event with respect to the ParticipantRestricted Share Units will vest, any unvested in which case such Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units payable within thirty (under this Restricted Share Units Agreement30) that would have vested within six months days of the date of such termination will vest of membership on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant will have no voting (d) If your membership on the Board terminates for any reason that is not described in Section 1(b) above, or other shareholder rights with respect to if your membership on the Shares underlying Board terminates for any reason described in Section 1(c) above and the Board does not determine that the Restricted Share Units until will vest upon such termination, in either case prior to the last day of the Vesting Period, then your Award under this Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Units vest and Shares are issued granted pursuant to the Participantthis Agreement.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while on the Participant is employed as the Chief Executive Officer third anniversary of the AVG group Grant Date provided that you continue to serve as an employee of companies the average closing price Company for the period from the Grant Date through the third anniversary of the Grant Date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the principal securities exchange where regularly scheduled vesting date. Each year of completed service during the Shares are traded during vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (d) Subject to Section 8(b), if you incur a 30 consecutive trading Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day period exceeds 2.5 times of the closing price of a Share Vesting Period, then this Award will vest on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting such Separation from Service and will be deemed to occur on the first anniversary of the Start Date and payable within thirty (B30) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months days of the date of termination will vest on such Separation from Service in the 60th form specified in Section 2. (e) If you incur any Separation from Service that is not described in Section 1(b) through (e) prior to the last day following of the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for CauseVesting Period, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination Award will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be immediately cancelled and forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant and you will have no voting or other shareholder further rights with respect to the Shares underlying the Restricted Share Units until granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest and Shares are issued pursuant to any of the Participantretirement provisions set forth in the Plan.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while on the Participant is employed as the Chief Executive Officer third anniversary of the AVG group grant date provided that you continue to serve as an employee of companies the average closing price Company for the period from the Grant Date through third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Award Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the principal securities exchange where regularly scheduled vesting date. Each year of completed service during the Shares are traded during vesting schedule will allow you to vest in one-third of the award on the scheduled vesting date. The Award will be payable at the time and in the form specified in Section 2 of this Agreement. (e) Subject to Section 8(b) below, if you incur a 30 consecutive trading Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day period exceeds 2.5 times of the closing price of a Share Vesting Period, then the Award will vest on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting such Separation from Service and will be deemed to occur on the first anniversary of the Start Date and payable within thirty (B30) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months days of the date of termination will vest on such Separation from Service in the 60th form specified in Section 2. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day following of the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for CauseVesting Period, then any Restricted Share Units (your Award under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination Agreement will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be immediately cancelled and forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant and you will have no voting or other shareholder further rights with respect to the Shares underlying the Restricted Share Stock Units until the Restricted Share Units vest and Shares are issued granted pursuant to the Participantthis Agreement.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, as applicable, the Restricted Share Units will vest if while over a period of four years. The vesting period for the Participant is employed as the Chief Executive Officer of the AVG group of companies the average closing price of a Restricted Share Units starts on the principal securities exchange where the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share on the date of Participant’s commencement of employment, i.e. 25 July 2013, 2013 (the “Start Date”) ). 25% of the Restricted Share Units will vest on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary four anniversaries of the Start Date, the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying the Restricted Share Units until the Restricted Share Units vest and Shares are issued to the Participant.

Vesting of Restricted Share Units. 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, (a) Except as applicableotherwise provided in this Agreement, the Restricted Share Units will vest if while the Participant is employed on January __, 2020 provided that you continue to serve as the Chief Executive Officer a member of the AVG group of companies Board for the average closing price of a Share period from the Grant Date through such date (the “Vesting Period”). (b) If your membership on the principal securities exchange where Board terminates prior to the Shares are traded during last day of the Vesting Period due to your Disability or death or due to a 30 consecutive trading day Qualifying Termination within the two (2) year period exceeds 2.5 times immediately following a Change of Control, then the closing price of a Restricted Share Units will vest on the date of Participant’s commencement such termination of employment, i.e. 25 July 2013, (the “Start Date”) membership on the principal securities exchange where Board and will be payable within thirty (30) days of the Shares are traded date of such termination of membership on the Board in the form specified in Section 2. (c) If you resign from the “Share Price Goal”)Board or cease to be a member of the Board by reason of the antitrust laws, provided compliance with the Company’s conflict of interest policies, or other circumstances that (A) if the Share Price Goal is achieved Board determines not to be adverse to the best interests of the Company prior to the first end of the Vesting Period, the Board may, upon resolution, determine that the Restricted Share Units will vest prior to the third anniversary of the Start Grant Date, the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any which case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested such Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units payable within thirty (under this Restricted Share Units Agreement30) that would have vested within six months days of the date of termination will vest vesting. (d) If your membership on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims Board terminates for any reason that is not described in accordance with Section 4.4(b1(b) of his Employment Agreement. If Participant’s employment is terminated 18 months above, or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest if your membership on the 60th day following Board terminates for any reason described in Section 1(c) above and the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent Board does not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Board. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying determine that the Restricted Share Units until will vest upon such termination, in either case prior to the last day of the Vesting Period, then your Award under this Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Units vest and Shares are issued granted pursuant to the Participantthis Agreement.

Vesting of Restricted Share Units. 2.1 Subject to (a) The Restricted Share Units covered by this Agreement shall become fully vested on [VESTING DATE] (the Participant’s continued service to “Vesting Date”), provided the Participant remains employed by the Company or one Subsidiary continuously from the Date of Grant until such Vesting Date. (b) Notwithstanding the provisions of Section 3(a) above, in the event of Participant’s involuntary termination by the Company for a reason other than “Cause” (as defined in the Plan), Participant shall receive Shares or cash in payment of the Restricted Share Units covered by this Agreement that are prorated based upon the number of full calendar months between the Date of Grant and the date the Participant separated from service with the Company and its Subsidiaries, as applicabledetermined in accordance with Section 4(c), compared to the [INSERT] full calendar months between the Date of Grant and the Vesting Date. (c) Notwithstanding the provisions of Section 3(a) above, in the event of Participant’s Retirement (as defined in the Plan) from the Company and/or its Subsidiaries, the Participant shall receive Shares or cash in payment of the Restricted Share Units covered by this Agreement that are prorated based upon the number of full calendar months between the Date of Grant and the date of the Participant’s Retirement with the Company and its Subsidiaries, compared to the [INSERT] full calendar months between the Date of Grant and the Vesting Date. Nevertheless, under no circumstances shall the Participant’s Retirement result in the payment of Shares or cash at anytime before the Vesting Date, as set forth in Section 3(a). The Participant will be paid his or her prorated Shares on [INSERT VESTING DATE], as set forth in Section 2(b) above. (d) Notwithstanding the provisions of Section 3(a) above, in the event that the Participant separates from service with the Company and its Subsidiaries prior to the Vesting Date by reason of: (i) his Disability (as defined in the Plan), or (ii) his death, the Restricted Share Units will vest if while the Participant is employed as the Chief Executive Officer of the AVG group of companies the average closing price of a Share on the principal securities exchange where the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Start Date, the vesting will be deemed to occur on the first anniversary of the Start Date and (B) in any case Participant remains employed through the applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. 2.2 Except as provided below, covered by this Agreement shall become fully vested immediately upon the occurrence of a Termination of Employment Event with respect to the Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units event described in Sections 3(d)(i) or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement3(d)(ii) that would have vested within six months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, to the extent not sold, shall be forfeited at the moment of Termination for Cause, unless agreed otherwise by the Supervisory Boardabove. 2.3 The Participant will have no voting or other shareholder rights with respect to the Shares underlying the Restricted Share Units until the Restricted Share Units vest and Shares are issued to the Participant.