Common use of Grant of Restricted Stock Clause in Contracts

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

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

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

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

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

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

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

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

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

Grant of Restricted Stock. Subject (A) Pursuant to the availability of shares of common stock provisions of the Corporation reserved for issuance under Plan, the Xxxxxx Xxxxxx, Ltd. 2006 Stock Incentive Plan (Committee hereby awards to the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereofEmployee, on the first business day date hereof (the "Date of JanuaryGrant"), 2012 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 upon the satisfaction of all other applicable conditions as to the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement. (B) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing shares of Restricted Stock be registered in the name of and issued to the Employee. Such certificate or certificates shall be held in the custody of the Company or its designee until such 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 powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or 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 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 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 Corporation’s common stock Common Stock is traded 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. (E) As soon as administratively practicable following the “Restricted Shares Grant Date”applicable Vesting Date (as defined in Paragraph 1.3), and upon the Corporation satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall grant deliver or cause to be delivered to the Employee a restricted stock award certificate or certificates for a number of the applicable shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on Stock which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by bear the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Legend.

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

Grant of Restricted Stock. Subject The Company hereby agrees to issue to the availability of Executive sixteen thousand six hundred and sixty-seven (16,667) shares of the Company's common stock stock, $.01 par value (the "Restricted Shares"), subject to the terms and conditions set forth in this Agreement. The Company shall cause certificates for the Restricted Shares to be issued in the Executive's name as provided in Section 2 of this Agreement, and the Executive shall thereupon be a shareholder of the Corporation reserved for issuance under Company with respect to all of the Xxxxxx Xxxxxx, Ltd. 2006 Stock Incentive Plan (the “Plan”) and compliance with the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereof, on the first business day of January, 2012 on which the Corporation’s common stock is traded (the “Restricted Shares Grant Date”), represented by each such certificate and shall have all of the Corporation shall grant rights of a shareholder with respect to the Employee a restricted stock award for a number of shares (the “Restricted Shares”) of common stock of , including the Corporation under right to vote the Plan determined as hereinafter set forth which Restricted Shares and to receive all dividends and other distributions paid with respect to the Restricted Shares; provided, however, that the Restricted Shares shall be subject to certain the restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the granthereinafter described. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by the Restricted Shares Grant Date, the issuance of the Certificates representing Restricted Shares shall not occur until be imprinted, in conspicuous type, with the first business day on which the Corporation’s common stock is traded following receipt legend: THE SALE, EXCHANGE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY INTEREST THEREIN IS RESTRICTED BY AN AGREEMENT DATED AS OF MAY 22, 1996 BETWEEN THE CORPORATION AND THE HOLDER, A COPY OF WHICH IS LOCATED AT THE OFFICE OF THE SECRETARY OF THE CORPORATION. THE SECRETARY OF THE CORPORATION WILL MAIL WITHOUT CHARGE TO A SHAREHOLDER, WITHIN FIVE DAYS AFTER WRITTEN REQUEST THEREFOR FROM SUCH SHAREHOLDER, A COPY OF SUCH AGREEMENT. Delivery of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of certificates for Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)occur as soon as practicable.

Grant of Restricted Stock. Subject (a) Pursuant to the availability of shares of common stock provisions of the Corporation reserved for issuance under Plan, the Xxxxxx XxxxxxCommittee hereby awards to the Employee, Ltd. 2006 Stock Incentive Plan on the date hereof (the “PlanDate of Grant”) and compliance with the HSR Act (as hereinafter defined), as applicablesubject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, as contemplated by Section 4.12(etwenty-five thousand (25,000) hereof, on the first business day shares of January, 2012 on which the Corporation’s common stock is traded Common Stock (the “Restricted Shares Grant DateStock”). 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 to the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Corporation Company shall grant direct that a stock certificate or certificates representing shares of Restricted Stock be registered in the name of and issued to the Employee. Such certificate or certificates shall be held in the custody of the Company or its designee until such 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 powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or 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 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. 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 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 cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the applicable Vesting Date (as defined in Paragraph 1.3), and upon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Employee a restricted stock award certificate or certificates for a number of the applicable shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on Stock which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by bear the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Legend.

Grant of Restricted Stock. Subject (a) Pursuant to the availability of shares of common stock provisions of the Corporation reserved for issuance under Plan, the Xxxxxx Xxxxxx, Ltd. 2006 Stock Incentive Plan Option Committee of the Board of Directors of the Company (the “Plan”"Committee") and compliance with hereby awards to the HSR Act (as hereinafter defined), as applicable, as contemplated by Section 4.12(e) hereofEmployee, on the first business day date hereof (the "Date of JanuaryGrant"), 2012 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 upon the satisfaction of all other applicable conditions as to the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing shares of Restricted Stock be registered in the name of and issued to the Employee. Such certificate or certificates shall be held in the custody of the Company or its designee until such 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 powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or 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 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 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 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 Corporation’s common stock Common Stock is traded 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. (e) As soon as administratively practicable following the “Restricted Shares Grant Date”applicable Vesting Date (as defined in Paragraph 1.3), and upon the Corporation satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall grant deliver or cause to be delivered to the Employee a restricted stock award certificate or certificates for a number of the applicable shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on Stock which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by bear the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Legend.

Grant of Restricted Stock. Subject (a) Pursuant to the availability of shares of common stock provisions of the Corporation reserved for issuance under Plan, the Xxxxxx XxxxxxCommittee hereby awards to the Employee, Ltd. 2006 Stock Incentive Plan on the date hereof (the “PlanDate of Grant”) and compliance with the HSR Act (as hereinafter defined), as applicablesubject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, as contemplated by Section 4.12(e) hereof, on the first business day _____________ shares of January, 2012 on which the Corporation’s common stock is traded Common Stock (the “Restricted Shares Grant DateStock”). 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 to the Restricted Stock, such shares shall no longer be considered Restricted Stock for purposes of this Agreement. (b) As soon as practicable after the Date of Grant, the Corporation Company shall grant direct that a stock certificate or certificates representing shares of Restricted Stock be registered in the name of and issued to the Employee. Such certificate or certificates shall be held in the custody of the Company or its designee until such 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 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 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 reasonably requested from time to time by the Committee to effectuate the terms 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 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 cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions. (e) As soon as administratively practicable following the applicable Vesting Date (as defined in Paragraph 1.3), and upon the satisfaction of all other applicable conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Employee a restricted stock award certificate or certificates for a number of the applicable shares (the “Restricted Shares”) of common stock of the Corporation under the Plan determined as hereinafter set forth which Restricted Shares shall be subject to certain restrictions including, without limitation, that the Employee will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Shares except as set forth under the Plan or the restricted stock agreement to be entered into by the Corporation and the Employee at the time of the grant. The Restricted Shares to be issued to the Employee shall be valued at Forty Million Dollars ($40,000,000.00) and the number of Restricted Shares to be issued shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the Restricted Shares Grant Date; provided, however, that, in the event that the Corporation does not have a sufficient number of shares of common stock available for such issuance under its charter or the Plan, the Board of Directors, in its sole discretion, shall determine a reasonable lesser number of shares to issue as of the Restricted Shares Grant Date, provided that, the Corporation shall undertake to amend the Corporation’s charter to increase the number of authorized shares or to increase the number of shares available for issuance under the Plan, as applicable, to allow for further issuance of Restricted Shares to the Employee to equal the aggregate value of Forty Million Dollars ($40,000,000.00) and, in each case, subject to receipt of stockholder approval therefor and, the number of Restricted Shares to be issued, in such event, shall be determined by dividing the difference of Forty Million Dollars minus the dollar value of the Restricted Shares theretofore issued to the Employee by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on Stock which the Corporation’s common stock is traded following receipt of the applicable stockholder approval). In the event that compliance with the HSR Act, to the extent required, shall not have occurred by bear the Restricted Shares Grant Date, the issuance of the Restricted Shares shall not occur until the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period associated with such compliance and the number of Restricted Shares to be issued, in such event, shall be determined by dividing Forty Million Dollars ($40,000,000.00) by the closing price of the common stock of the Corporation on the actual date of issuance (i.e. the first business day on which the Corporation’s common stock is traded following receipt of the applicable approval or the lapse or termination of the applicable waiting period)Legend.

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