Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. a. The Restrictions applicable to the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: (i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. (a) The Restrictions on the respective Performance Share Units shall lapse per the schedules immediately below, provided, however, that (1) such corresponding date in the second schedule occurs prior to a Termination of Employment (as defined in Appendix A), but subject to Sections 5(c), 5(e) and 5(f) below, and (2) Executive complies with the covenants set forth in Section 6 below: Relative Company TSR (X) MeasuredAgainst the Peer Companies Initial Percentage of PSUs for which Restrictions may lapse(the “Initial Percentage”) X<55th Percentile 0% X=55th Percentile 50% 55th Percentile<X<70th Percentile Percentage is linearly interpolated within range X=70th Percentile 100% 70th Percentile<X<85th Percentile Percentage is linearly interpolated within range X>85th Percentile 200% Notwithstanding the target performance set forth above, in the event the Company TSR is negative, the Initial Percentage shall be no greater than 100%. The Initial Percentage of PSUs for which the Restrictions may lapse as set forth above shall then be subject to the following schedule to determine the final percentage of PSUs for which the Restrictions shall lapse and that will be settled in shares of Company Common Stock pursuant to Section 5(b): Date Final Percentage of PSUs for which Restrictions lapse and which become non-forfeitable (the “Final Percentage”) (b) Unless otherwise provided in Section 5(e), upon the lapse of Restrictions in accordance with this Section 5, as soon as practicable thereafter (and in any event, within 30 days thereafter), the Company shall settle the Final Percentage of PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) in shares of Company Common Stock and deliver to the Executive a certificate (or record as a book entry and deliver evidence of same to the Executive) (without any restrictive endorsement referring to such Restrictions) for such PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) for which the Restrictions lapsed and which became non-forfeitable pursuant to Section 5. (c) Subject to the provisions of Section 5(e), in the event the Executive’s employment is terminated by the Company other than for Cause (as defined in Appendix A), Disability (as defined in Appendix A) or death, or if the Executive voluntarily resigns for Good Reason (as defined in Appendix A) or retires on or after attaining age 65 with the consent of the Company, then for purposes of determining any lapse of the Restrictions in (a) above and the forfeiture of Performance Share Units (or, as applicable pursuant to Section 5(d), the Restricted Stock Units), if any, under Section 4 and Section 5, and, provided the Executive complies with the covenants set forth in Section 6 (unless the provisions of Section 5(e) provide otherwise), the Executive shall be entitled to a pro rata percentage of the Initial Percentage of PSUs determined under Section 5(a) based on the period of time elapsed between the commencement of the Performance Period and the Executive’s date of Termination of Employment (or, as applicable pursuant to Section 5(d), the Restricted Stock Units), with such pro rata percentage of PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) to be settled in shares of Company Common Stock at the same time and in the same manner as set forth in Section 5(b). Notwithstanding the foregoing, if the Executive voluntarily resigns for Good Reason pursuant to the provisions of Appendix A, Section (l)(ii), the Executive shall be entitled to 100% of the Initial Percentage of PSUs determined under Section 5(a), calculated based on the Company’s performance using actual results for the Company TSR as of the date of the Executive’s Termination of Employment for Good Reason pursuant to the provisions of Appendix A, Section (l)(ii), with the Restrictions on such PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) to lapse and be settled in shares of Company Common Stock at the same time and in the same manner as set forth in the second schedule in Section 5(a). (d) In the event of a Change in Control (as defined in Appendix A) during the Performance Period, the Performance Share Units (or, as applicable, the pro rata percentage of PSUs determined pursuant to Section 5(c) or Section 5(f)) shall be converted into Restricted Stock Units based on Company performance as of the date of the Change in Control and as calculated using actual results for the Company TSR pursuant to the schedule set forth in Section 5(a). Upon conversion into Restricted Stock Units, the Performance Share Units (or, as applicable the pro rata percentage of PSUs determined pursuant to Section 5(c) or Section 5(f)) shall cease to exist and shall thereafter be null and void. The Restricted Stock Units that resulted from the conversion shall be subject to the same adjustment provision set forth in Section 2, the same Restrictions set forth in Section 3, the same forfeiture provisions set forth in Section 4 and the same withholding and recoupment requirements set forth in Section 7 that applied to the Performance Share Units prior to their conversion into Restricted Stock Units pursuant to this Section 5(d). The Restrictions on the Restricted Stock Units shall lapselapse pursuant to the second schedule set forth in Section 5(a), provided, however, that such corresponding date in the second schedule occurs prior to a Termination of Employment (as long defined in Appendix A), but subject to Sections 5(c), 5(e) and 5(f). (e) If, during the 24-month period following a Change in Control (as defined in Appendix A): (i) the Executive is terminated by the Company other than for Cause, Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, all Restrictions on the respective Restrictive Stock Units that have not been previously forfeited under Section 4 as of the date of Termination of Employment shall lapse immediately as of the date of Termination of Employment and the Company shall within thirty (30) days thereafter settle the Restricted Stock Units have not been forfeited in shares of Company Common Stock and deliver to the Executive a certificate (or record as described a book entry and deliver evidence of same to the Executive) (without any restrictive endorsement referring to such Restrictions) for such Restricted Stock Units for which the Restrictions lapsed and which became non-forfeitable pursuant to Section 5. (f) In the event the Executive’s employment is terminated due to death or Disability (as defined in Appendix A), the Executive (or, in the event of death, the Executive’s estate) shall be entitled to a pro rata percentage of the Initial Percentage of PSUs determined under Section 2 5(a) based on the period of time elapsed between the commencement of the Performance Period and the Executive’s date of Termination of Employment due to death or Disability (which pro rata percentage shall be 100% of the Initial Percentage of PSUs determined under Section 45(a) if the Executive’s termination of employment due to death or Disability occurs following the completion of the Performance Period) (or, as follows: (i) As applicable pursuant to one-third (1/3) of Section 5(d), the Restricted Stock Units), one year from the date hereof or with such pro rata percentage of PSUs (or, as soon as practicable thereafter if the Committee’s determination applicable pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of 5(d), the Restricted Stock Units, two years from ) to be settled in shares of Company Common Stock at the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth same time and in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, same manner as set forth in Section 5(b), with settlement to be made to the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined Executive’s estate in the Plan); (v) As to all event of the remaining Restricted Stock Units upon Executive’s termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Granteedeath. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. The Restrictions applicable to If Holder has entered into the Restrictive Covenants Agreement set forth in Subsection 2(a)(ii) above, then the restrictions set forth in Section 2(a)(i)(x) above shall lapse and be no longer in force and effect, and the required time period referenced in Section 2(a)(i)(y) above shall lapse in annual cumulative increments of one-fourth the number of shares of Restricted Stock Units awarded herein, with the first annual increment beginning on September 26, 2009. From and after each annual date, the shares as to which the above restrictions have lapsed shall be owned by Holder free and clear of all restrictions or limitations of this Agreement. As soon as reasonably practicable after each date the restrictions shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 Company shall deliver the unrestricted shares to Holder, either by issuing a stock certificate for the unrestricted shares or Section 4, as follows:by transferring the unrestricted shares electronically to Holder’s brokerage account. (ib) As Except as provided in this Agreement to one-third (1/3) of the Restricted Stock Unitscontrary, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if anyHolder shall have, with respect to the lapse of Restrictions upon a Change of ControlRestricted Stock, and, if none, as set forth in the Plan, as to all of the remaining rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. Pursuant to Section 3 below, stock or other security dividends or stock splits issued with respect to Restricted Stock Units upon shall be treated as additional Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the Restricted Stock with respect to which such dividends or splits are issued. (c) Upon termination of Holder’s service as an employee of the Company for any reason during the term of this Agreement, all shares still subject to restriction will be forfeited, unless such termination is the result of Holder’s death or Disability, in which case the Restricted Stock subject to restriction will immediately vest. (d) In the event of a Change in Control of the Company (Company, Restricted Stock as defined in the Plan); (v) As to all which restrictions have not lapsed will vest as of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to date the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of in Control, andas applicable, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability is deemed to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:have occurred.

Lapse of Restrictions. a. The Restrictions applicable Subject to Section 8 hereof, the restrictions on transfer set forth in Section 3(b) hereof shall lapse immediately with respect to 16,667 shares of Restricted Stock. Except as may otherwise be provided herein, the restrictions on transfer set forth in Section 3(b) shall also lapse with respect to 1,389 shares of Restricted Stock (as may be adjusted from time to time pursuant to Section 5(a) hereof on the fifteenth day of each month, beginning February 15, 1998 (the "Lapse Dates"). Upon the lapse of restrictions relating to Restricted Stock set forth in Section 3(b) hereof, and provided that the Grantee shall have complied with the Grantee's obligations under Section 8 hereof, the Company shall issue to the Restricted Stock Units shall lapseGrantee or the Grantee's personal representative a stock certificate representing one share of Common Stock, as long as free of the Restricted Stock Units have not been forfeited as restrictive legend described in Section 2 or 3(b) hereof (but not free of the restrictive legend set forth in Section 4, as follows: (i3(a) As to one-third (1/3) hereof until the resale of the Restricted Stock Unitshas been registered under the Securities Act or the resale is exempt from registration under the Securities Act), one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) in exchange for each share of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining which such restrictions have lapsed. If certificates representing such Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due shall have theretofore been delivered to the Disability Grantee, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure issuance by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of such shares of Restricted Stock free of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:restrictive legend described in Section 3(b) hereof.

Lapse of Restrictions. a. The Subject to Paragraph 6 above, the Restrictions applicable to on the Restricted Stock Units shall lapse, as long as and the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as followsShares shall vest fully on the earlier of the following dates: (ia) As to one-third 1/3 or Shares on August 2, 2008; 1/3 or Shares on August 2, 2009; and 1/3 or Shares on August 2, 2010. (1/3b) The date on which the Compensation Committee of the Restricted Stock UnitsLNC Board of Directors determines the total disability of Grantee, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination determined pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee diesany applicable federal taxation rules; or (viic) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination The date of the Grantee’s employment because death; or (d) The date on which a Change of Control of LNC occurs as that term is defined in the Lincoln National Corporation Executives’ Severance Benefit Plan on the day immediately preceding such Change of Control and pursuant to any applicable federal taxation rules. Unless the Restricted Shares have been canceled or forfeited, the Restricted Shares shall be distributed to Grantee (or Grantee’s designee or estate) without restrictions as soon as practicable. LNC shall create a book entry account in the name of the occurrence Grantee, to which shares of any LNC common stock representing the Restricted Shares and the stock units credited to the Grantee’s DER Account shall be credited. In addition, the Compensation Committee of the following as determined by LNC Board of Directors may exercise its sole discretion to defer all or a portion of such Restricted Shares and the Board:DER Account under the Deferred Compensation Plan if the Grantee is a Reporting Person under Section 16(a) of the Securities Exchange Act of 1934 and Grantee’s employer would be denied a tax deduction under Internal Revenue Code Section 162(m) for the value of such Restricted Shares and the DER Account.

Lapse of Restrictions. a. The (a) Subject to Sections 3.1, 3.3(b), 3.4 and 4.4, the Restrictions applicable to shall lapse in the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as followsfollowing cumulative installments: (i) As such Restrictions shall lapse with respect to one-third (1/3) fourth of the shares of Restricted Stock on the first anniversary of the date the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereofgranted; (ii) As such Restrictions shall lapse with respect to one-third (1/3) fourth of the shares of Restricted Stock on the second anniversary of the date the Restricted Stock Units, two years from the date hereofis granted; (iii) As such Restrictions shall lapse with respect to one-fourth of the shares of Restricted Stock on the third (1/3) anniversary of the date the Restricted Stock Units, three years from the date hereof;is granted; and (iv) Upon the conditions set forth in the Employment Agreement, if any, such Restrictions shall lapse with respect to one-fourth of the lapse shares of Restricted Stock on the fourth anniversary of the date the Restricted Stock is granted. (b) The Restrictions on the Restricted Stock shall lapse: (i) upon a Change Termination of Control, and, if noneConsultancy or Termination of Employment, as set forth in the Planapplicable, as to all of the remaining Restricted Stock Units without cause; (ii) upon a Change in Control of Control; or (iii) upon the Company (as defined in the Plan);Restricted Stockholder's Retirement, death or Disability. (vc) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining Upon the lapse of Restrictions upon a Change of Controlthe Restrictions, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by shall cause new certificates with respect to such shares to be issued and delivered to the Company to comply with its material obligations Restricted Stockholder or his legal representative, free from the legend provided for in Section 3.2 and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by other Restrictions. Notwithstanding the Board:foregoing, no such new certificate shall be delivered to the Restricted Stockholder or his legal representative unless and until the Restricted Stockholder or his legal representative shall have paid to the Company in cash the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of the Restricted Stockholder resulting from the grant of Restricted Stock or the lapse of the Restrictions.

Lapse of Restrictions. a. The (a) Unless otherwise accelerated pursuant to this Section or otherwise by the Board pursuant to its authority, the Restrictions applicable will lapse with respect to the shares of Restricted Stock Units shall lapsein accordance with the following schedule provided the Employee remains a Employee of the Company or its Subsidiaries on such date: ______ shares September 30, as long as 2020 ______ shares December 31, 2020 ______ shares March 31, 2021 ______ shares June 30, 2021 ______ shares September 30, 2021 ______ shares December 31, 2021 ______ shares March 31, 2022 ______ shares June 30, 2022 (b) Notwithstanding the foregoing, the Restrictions with respect to all shares of Restricted Stock Units will lapse immediately and the shares shall vest automatically as of the date of a “Change of Control” of the Company as such term is defined in the following: For the purpose of this restricted stock agreement, a “change of control” shall be deemed to have not been forfeited as described in Section 2 or Section 4, as follows:occurred if after the date hereof (i) As a report on Schedule 13D or Schedule 13G shall be filed with the Securities and Exchange Commission pursuant to one-third (1/3Section 13(d) of the Restricted Stock UnitsAct disclosing that any person other than the Company or any employee benefit plan sponsored by the Company, one year from is the date hereof beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly or indirectly, of thirty percent or more of the total voting power represented by the Company’s then outstanding voting securities (calculated as soon as practicable thereafter if provided in paragraph (d) of Rule 13d-3 under the Committee’s determination pursuant Act in the case of rights to Section 4 hereof is made more than one year after the date hereof;acquire voting securities); or (ii) As any person, other than the Company or any employee benefit plan sponsored by the Company, shall purchase shares pursuant to one-third (1/3) a tender offer or exchange offer to acquire any Voting Securities of the Restricted Stock UnitsCompany (or securities convertible into such Voting Securities) for cash, two years from securities or any other consideration, provided that after consummation of the date hereof;offer, the person in question is the beneficial owner directly or indirectly, of thirty percent or more of the total voting power represented by the Company’s then outstanding voting securities (all as calculated under clause (i)); or (iii) As the stockholders of the Company shall approve (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation (other than a merger of the Company in which holders of Common Shares of the Company immediately prior to one-third (1/3the merger have the same proportionate ownership of common Shares of the surviving corporation immediately after the merger as immediately before or a merger effected pursuant to Section 251(g) of the Restricted Stock UnitsDelaware General Corporation Law), three years from or pursuant to which common stock of the date hereof;Company would be converted into cash, securities or other property, or (B) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; or (iv) Upon the conditions set forth there shall have been a change in the Employment Agreementcomposition of the Board of Directors of the Company at any time during any consecutive twenty-four month period such that “continuing directors” cease for any reason to constitute at least a 70% majority of the Board. For purposes of this clause, if any“continuing directors” means those members of the Board who either were directors at the beginning of such consecutive twenty-four month period or were elected by or on the nomination or recommendation of at least a 70% majority of the then-existing “continuing directors.” So long as there has not been a “change of control” within the meaning of clause (iv), the Board of Directors may adopt by a 70% majority vote of the “continuing directors” a resolution to the effect that an event described in clauses (i) or (ii) shall not constitute a “change of control.” (c) Notwithstanding the foregoing, in the event the Employee’s consulting relationship with the Company is terminated by reason of the Employee’s Retirement, Death or “Disability”, the Restrictions with respect to all shares of Restricted Stock will lapse immediately and the lapse shares shall vest automatically as of Restrictions upon the date of the Employee’s death or as of the effective date of the termination of the consulting relationship with the Company by reason of his or her Retirement or Disability. For purposes of this Agreement, “Disability” means that as of the date of the termination of the consulting relationship between Employee and the Company, the Employee suffers from a Change of Control, and, if none, as set forth in medically determinable physical or mental impairment that renders the Plan, as Employee unable to perform substantially all of the remaining Restricted Stock Units upon a Change in Control duties of the Employee’s agreement with the Company (as defined and can be expected to result in the Plan); (v) As death or can be expected to all last for a continuous period of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. not less than 12 months. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment this Agreement, if any, “Good ReasonRetirement” shall mean means that as of the Grantee’s ability to terminate his or her employment with date of the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because consulting relationship between Employee and the Company, the Employee has reached a minimum age of sixty years and has formally announced his/her retirement from day-to-day work activities consuming more than 10 hours per week. The shares of Restricted Stock with respect to which the occurrence of Restrictions have lapsed shall cease to be subject to any of the following Restrictions except as determined by the Board:otherwise provided in this Agreement.

Lapse of Restrictions. a. The Restrictions applicable to [This Section 2 shall only apply if the Restricted Stock Units Shares are subject to forfeiture and otherwise shall lapse, as long as the Restricted Stock Units have not been forfeited as described be deleted but marked “Intentionally Omitted.”] (a) All restrictions set forth in Section 2 or Section 4, as follows: 3 below will lapse in their entirety with respect to twenty percent (i) As to one-third (1/320%) of the Restricted Stock UnitsShares on each of the following dates: ___________, one year from 20__ ___________, 20__ ___________, 20__ ___________, 20__ ___________, 20__ Each such period is called an "Installment Restriction Period." Installment Restriction Periods are collectively referred to as the date hereof or "Restriction Period." Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the end of that Installment Restriction Period, be free of further restrictions (“vested”). (b) As soon as reasonably practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; end of an Installment Restriction Period, the Custodian will deliver to the Participant the certificate or certificates for the vested shares subject to that Installment Restriction Period; provided, however, that the Custodian shall not issue such shares to the Participant until the Participant has either (i) paid, or (ii) As made provisions satisfactory to one-third the Committee for the payment of, all applicable tax withholding obligations. (1/3c) If the Participant's employment with or other service to the Corporation or a Subsidiary terminates during the Restriction Period because of the Restricted Stock Unitsdeath or Disability, two years from effective on the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions that event all restrictions set forth in the Employment Agreement, if any, Section 3 will lapse in their entirety with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining then Restricted Stock Units upon a Change Shares and certificates for the Restricted Shares will be delivered in Control of the Company (as defined in the Planaccordance with Section 2(b); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. (a) The Restrictions applicable shall lapse with respect to the Restricted Stock Units shall lapseShares on February 3, as long as 2007, provided that the Restricted Stock Units have not been forfeited Director remains a member of the Board at all times during such period. In the event the Director’s membership on the Board is terminated for any reason prior to February 3, 2007 other than as described in Section 2 4(c) below, no further vesting (pro rata or Section 4, as follows:otherwise) shall occur from and after the effective date of such termination. (ib) As To the extent the Forfeiture Restrictions shall have lapsed under Section 4(a) with respect to one-third (1/3) any portion of the Restricted Stock UnitsShares subject to this Award, one year those shares (“Vested Shares”) will, from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year and after the date hereof; (ii) As to one-third (1/3) applicable vesting date, thereafter be free of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions Restrictions set forth in Section 3 hereof. Any Restricted Shares for which the Employment Restrictions have not yet lapsed in accordance with this Section 4 shall, for all purposes of this Agreement, if anycontinue to be considered Restricted Shares, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as and will be subject to all of the remaining terms and conditions of this Agreement, including but not limited to the Restrictions set forth in Section 3. (c) Notwithstanding Section 4(a), the Restrictions shall lapse as to any Restricted Stock Units upon Shares held by the Director immediately prior to the earlier to occur of (1) the effective date of a “Change in Control Control” of the Company or (2) the effective date of any termination other than for Cause that is the result of Company action or inaction. "Cause" as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” used herein shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined acts by or other circumstances regarding the Board:Director: (i) an act committed in bad faith to the detriment of the Company or its affiliates, (ii) refusal or failure to act in substantial accordance with any written material direction or order of the Company, (iii) repeated unfitness or unavailability for service, disregard of the Company's rules or policies after reasonable notice and opportunity to cure, or misconduct, but not incapacity, (iv) entry of a final order of judgment affirming the conviction of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person, (v) any breach or threatened breach or violation of any other provision of this Agreement or of any other contractual obligation to the Company or any of its affiliates.

Lapse of Restrictions. a. The Restrictions applicable (a) Subject to paragraph 6, below, the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: (i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions restrictions set forth in paragraph 5, below, will lapse over an approximately four (4) year period commencing upon the Employment AgreementDate of Grant in the following manner: The restrictions will lapse with respect to 6,250 shares the first anniversary of the Date of the Grant, if any, provided the Grantee is then still employed by the Company. The restrictions with respect to the remaining shares shall lapse on the day following the end of Restrictions upon a Change of Controleach calendar quarter, andbeginning with April 1, if none2012, as and continuing on each July 1st, October 1st, January 1st and April 1st thereafter until January 1, 2015. At each quarterly vesting date, the restrictions with respect to 1,562 restricted shares shall lapse, except that on January 1, 2015, the restrictions with respect to the remaining 1,568 restricted shares shall lapse, in each case provided the Grantee is then still employed by the Company. (b) Notwithstanding paragraph 4(a), the restrictions set forth in paragraph 5 below will lapse on all Restricted Shares at the Plan, as to all close of business on the remaining Restricted Stock Units upon date on which a Change in Control of the Company (as defined below in this paragraph 4(b)) shall occur. For purposes of this Agreement, a “Change in Control” will occur if (i) any “person” (as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing an increase from less than Twenty Percent (20%) to Fifty Percent (50%) or more of the combined voting power of the Company’s then outstanding securities (“Voting Securities”); (ii) during any period of not more than two (2) years, individuals who constitute the Board of Directors of the Company (the “Board”) as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the stockholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme or arrangement of the Company, other than a merger, consolidation, reorganization or scheme which would result in the Plan); Voting Securities of the Company outstanding immediately prior thereto continuing to represent (veither by remaining outstanding or by being converted into Voting Securities of the surviving entity) As to at least Fifty Percent (50%) of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger, consolidation, reorganization or scheme or arrangement, and such transaction is completed; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or any agreement for the sale of substantially all of the remaining Company’s assets, and such transaction is completed. (c) As soon as practicable after the restrictions with respect to any installment of Restricted Stock Units upon termination Shares lapse at the end of the period applicable to such installment set forth in paragraphs 4(a) and 4(b) above (the “Restriction Period”), the Company will deliver to the Grantee, or the Grantee’s employment by Brightpoint or a Subsidiary due to the Disability legal representative, promptly after surrender of the Grantee; (vi's certificate(s) As for the Restricted Shares to all the Chief Financial Officer of the Company, the certificate or certificates for such shares free of any legend or further restrictions together with, if applicable, a new certificate representing any remaining Restricted Stock Units if Shares. It shall be a condition to the Grantee dies; or (vii) As to all obligation of the remaining Restricted Company to issue or transfer shares of Common Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions restrictions that the Grantee (or any person entitled to act under this paragraph 4(c)) pay to the Company, upon a Change of Controlits demand, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company such amount as a result of a failure may be requested by the Company for the purpose of satisfying its liability to comply with its material obligations and agreements contained in withhold federal, state or local income or other taxes by reason of such issuance or transfer. If the Employment Agreementamount requested is not paid, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination Company may refuse to issue or transfer shares of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:Common Stock.

Lapse of Restrictions. a. 3.1 The Transfer Restrictions applicable with respect to any portion of the shares of Restricted Stock shall lapse with respect to the Restricted Stock Units shall lapsepercentage specified on Annex A (the "Vesting Installment Percentage") on the corresponding date set forth on Annex A (each, as long as a "Lapse Date") provided the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4Grantee continues to be employed by the Corporation until such Lapse Date; provided, as follows: however, that the Transfer Restrictions with respect to one hundred percent (i) As to one-third (1/3100%) of the shares of Restricted Stock Units, one year from shall lapse on the date hereof of the Grantee's termination of employment with the Corporation as a result of the Grantee's retirement (which may be without Committee approval at or after age 65 or with Committee approval if before age 65 ("Qualifying Retirement")), death or Disability (also, a "Lapse Date"). Notwithstanding anything in the vesting acceleration provisions contained in the proviso of the preceding sentence to the contrary, in no event shall the Grantee (as soon as practicable thereafter if a result of the Committee’s determination pursuant operation of such vesting acceleration provisions) be vested or otherwise entitled to Section 4 hereof is made more than one year after the date hereof; hundred percent (ii) As to one-third (1/3100%) of the shares of Restricted Stock Unitsgranted pursuant to section 1.1 above. 3.2 Notwithstanding anything in this Agreement to the contrary, two years upon the termination of the Grantee's employment with the Corporation for any reason other than as a result of the Grantee's Qualifying Retirement, death or Disability, all shares of Restricted Stock in respect of which the Transfer Restrictions have not previously lapsed in accordance with Section 3.1 hereof shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors, administrators or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock. 3.3 In the event the Grantee takes a leave of absence from the date hereof; Corporation which exceeds six (iii6) As to one-third (1/3) consecutive months in duration, whether such leave of absence is paid or unpaid, the shares of Restricted Stock shall be treated as if the Grantee had terminated his or her employment other than by reason of his or her Qualifying Retirement, death or Disability, as of the first day of the leave of absence; provided, however, that the Committee (x) shall treat an absence by reason of Disability and (y) may, in its sole discretion, may treat an approved leave of absence, in either case, of more than six (6) consecutive months as not constituting a termination of employment with respect to all or a portion of the shares of Restricted Stock Units, three years from issued hereunder in which case the date hereof; (iv) Upon leave of absence will be treated in the conditions manner set forth in the Employment Agreementfollowing sentence. In the event of an approved leave of absence for a period consisting of six (6) consecutive months or less, if any, with respect to the lapse period of Restrictions upon a Change such leave of Control, and, if none, as set forth absence shall not be taken into account in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units determining if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure was employed by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of Corporation on any of the following as determined by the Board:Lapse Date.

Lapse of Restrictions. a. The Restrictions applicable In the event that the performance goal(s) set forth in Subsection 2(a)(ii) above shall have been met, then the restrictions set forth in Section 2(a)(i)(x) above shall begin to lapse and be no longer in force and effect, and the required time period referenced in Section 2(a)(i)(y) above shall lapse in annual cumulative increments of __________ the number of shares of Restricted Stock Units awarded herein, with the first annual increment beginning on ____________. From and after each annual date, the shares as to which the above restrictions have lapsed shall be owned by Holder free and clear of all restrictions or limitations of this Agreement. As soon as reasonably practicable after each date the restrictions shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows:Company shall deliver the unrestricted shares to Holder by transferring the unrestricted shares electronically to an E*Trade Securities brokerage account established by the Company for the benefit of the Holder. (ib) As Except as provided in this Agreement to one-third (1/3) of the Restricted Stock Unitscontrary, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if anyHolder shall have, with respect to the lapse of Restrictions upon a Change of ControlRestricted Stock, and, if none, as set forth in the Plan, as to all of the remaining rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. Pursuant to Section 3 below, shares of stock or other security dividends or stock splits issued with respect to Restricted Stock Units upon shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the original shares of Restricted Stock with respect to which such dividends or splits are issued. (c) Upon termination of Holder’s service as an employee of the Company for any reason during the term of this Agreement, all shares still subject to restriction will be forfeited, unless such termination is the result of Holder’s death or Disability, in which case the Restricted Stock subject to restriction will immediately vest. (d) In the event of a Change in Control of the Company (Company, Restricted Stock as defined in the Plan); (v) As to all which restrictions have not lapsed will vest as of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to date the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of in Control, andas applicable, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability is deemed to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:have occurred.

Lapse of Restrictions. a. The Restrictions applicable to the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: (i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint BrightPoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. c. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. The Restrictions applicable All restrictions with respect to the _______ shares of Restricted Stock Units granted hereunder shall lapse, as long as lapse on the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: earlier of (i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; _______________ and (ii) As to one-third (1/3) the date of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) Company’s _____ annual meeting of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, stockholders. All restrictions with respect to the remaining _______ shares of Restricted Stock granted hereunder shall lapse on the earlier of Restrictions upon a Change of Control, and, if none, as set forth in (i) _______________ and (ii) the Plan, as to all date of the remaining Restricted Stock Units upon a Change in Control Company’s _____ annual meeting of the Company (as defined in the Plan); (v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining stockholders. Upon the lapse of Restrictions upon a Change restrictions relating to any shares of ControlRestricted Stock, andthe Company shall, unless otherwise defined as applicable, either remove the notations on any such shares of Restricted Stock issued in book-entry form or deliver to the Employment Agreement, if any, “Good Reason” shall mean Grantee or the Grantee’s ability personal representative a stock certificate representing a number of shares of Common Stock, free of the restrictive legend described in Section 2(c), equal to terminate his the number of shares of Restricted Stock with respect to which such restrictions have lapsed. If certificates representing such Restricted Stock shall have theretofore been delivered to the Grantee, such certificates shall be returned to the Company, complete with any necessary signatures or her employment with instruments of transfer prior to the Company as a result of a failure issuance by the Company to comply with its material obligations and agreements contained of such unlegended shares of Common Stock. Upon lapse of such restrictions, the Common Stock may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the Employment Agreementabsence of a registration statement in effect with respect thereto under the Securities Act of 1933, if any. Unless otherwise defined in as amended (the Employment Agreement"Act"), if any, “Cause” shall mean termination unless sold pursuant to Rule 144 of the Grantee’s employment because of Act or unless such sale, pledge hypothecation or transfer is otherwise exempt from registration under the occurrence of any of the following as determined by the Board:Act and applicable state securities laws.

Lapse of Restrictions. a. The (a) Subject to Sections 2.1 and 3.4 hereof, the Restrictions applicable shall lapse in accordance with the following schedule: April 10, 2021 One-third of the Restricted Shares April 10, 2022 One-third of the Restricted Shares April 10, 2023 One-third of the Restricted Shares (b) Notwithstanding the foregoing, the Restriction shall lapse with respect to any remaining Restricted Shares upon the Restricted Shareholder’s Termination of Employment (A) by the Company or the Partnership other than for Cause, (B) by Restricted Shareholder for Good Reason, or (C) due to Restricted Shareholder’s death or Disability (including, without limitation, any such Termination of Employment within twenty-four (24) months following a Change of Control). (c) Upon the lapse of the Restrictions, the Company shall cause new certificates to be issued (or evidenced through book entry) with respect to such shares and delivered to the Restricted Stock Units Shareholder or his or her legal representative, free from the legend provided for in Section 2.2 hereof and any of the other Restrictions. Notwithstanding the foregoing, no such new certificate shall lapsebe delivered to the Restricted Shareholder or his or her legal representative (or evidenced through book entry) unless and until the Restricted Shareholder or his or her legal representative shall have paid to the Company or the Partnership, as long as applicable, the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4full amount of all federal, as follows: (i) As state, local and foreign taxes required to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, be withheld with respect to the grant of Restricted Shares or the lapse of the Restrictions upon a Change of Control, andin cash or, if noneapproved by the Committee, as set forth in whole or in part, through: (1) the Plandelivery of Common Shares owned by the Restricted Shareholder (including the Restricted Shares), as duly endorsed for transfer to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in with a fair market value on the Plan)date of delivery equal to the applicable withholding taxes; (v2) As to all the delivery of the remaining Restricted Stock Units upon termination property of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Granteeany kind which constitutes good and valuable consideration; (vi3) As the delivery of a notice that the Restricted Shareholder has placed a market sell order with a broker with respect to all Common Shares, and that the broker has been directed to pay a sufficient portion of the remaining Restricted Stock Units if net proceeds of the Grantee diessale to the Company in satisfaction of the applicable withholding taxes, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or (vii4) As to all any combination of the remaining Restricted Stock Units upon consideration provided in the Retirement foregoing subparagraphs (1), (2), and (3). The applicable withholding taxes may not, however, be paid by delivery of a promissory note or by a loan from the Company, the Partnership or any Subsidiary when or where such loan or other extension of credit is prohibited by law, and payment in the manner prescribed by the preceding sentences shall not be permitted to the extent that the Committee determines that payment in such manner may result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal of an extension of credit in the form of a personal loan to or for any member of the Grantee. b. For purposes Board or executive officer of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure that is prohibited by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination Section 13(k) of the Grantee’s employment because Securities Exchange Act of 1934, as amended (the occurrence of any of the following as determined by the Board:“Exchange Act”) or other applicable law.

Lapse of Restrictions. a. The Restrictions applicable (a) Subject to paragraph 6, below, the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: (i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions restrictions set forth in paragraph 5, below, will lapse over an approximately four (4) year period commencing upon the Employment AgreementDate of Grant in the following manner: The restrictions will lapse with respect to 20,833 shares on December 30, if any2010, provided the Grantee is then still employed by the Company. The restrictions with respect to the remaining shares shall lapse on the day following the end of Restrictions upon a Change of Controleach calendar quarter, andbeginning with April 1, if none2011, as and continuing on each July 1st, October 1st, January 1st and April 1st thereafter until October 1, 2014. At each quarterly vesting date, the restrictions with respect to 15,625 restricted shares shall lapse, except that on October 1, 2014, the restrictions with respect to 10,417 restricted shares shall lapse, in each case provided the Grantee is then still employed by the Company. (b) Notwithstanding paragraph 4(a), the restrictions set forth in paragraph 5 below will lapse on all Restricted Shares at the Plan, as to all close of business on the remaining Restricted Stock Units upon date on which a Change in Control of the Company (as defined below in this paragraph 4(b)) shall occur. For purposes of this Agreement, a “Change in Control” will occur if (i) any “person” (as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing an increase from less than Twenty Percent (20%) to Fifty Percent (50%) or more of the combined voting power of the Company’s then outstanding securities (“Voting Securities”); (ii) during any period of not more than two (2) years, individuals who constitute the Board of Directors of the Company (the “Board”) as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the stockholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme or arrangement of the Company, other than a merger, consolidation, reorganization or scheme which would result in the Plan); Voting Securities of the Company outstanding immediately prior thereto continuing to represent (veither by remaining outstanding or by being converted into Voting Securities of the surviving entity) As to at least Fifty Percent (50%) of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger, consolidation, reorganization or scheme or arrangement, and such transaction is completed; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or any agreement for the sale of substantially all of the remaining Company’s assets, and such transaction is completed. (c) As soon as practicable after the restrictions with respect to any installment of Restricted Stock Units upon termination Shares lapse at the end of the period applicable to such installment set forth in paragraphs 4(a) and 4(b) above (the “Restriction Period”), the Company will deliver to the Grantee, or the Grantee’s employment by Brightpoint or a Subsidiary due to the Disability legal representative, promptly after surrender of the Grantee; (vi's certificate(s) As for the Restricted Shares to all the Chief Financial Officer of the Company, the certificate or certificates for such shares free of any legend or further restrictions together with, if applicable, a new certificate representing any remaining Restricted Stock Units if Shares. It shall be a condition to the Grantee dies; or (vii) As to all obligation of the remaining Restricted Company to issue or transfer shares of Common Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions restrictions that the Grantee (or any person entitled to act under this paragraph 4(c)) pay to the Company, upon a Change of Controlits demand, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company such amount as a result of a failure may be requested by the Company for the purpose of satisfying its liability to comply with its material obligations and agreements contained in withhold federal, state or local income or other taxes by reason of such issuance or transfer. If the Employment Agreementamount requested is not paid, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination Company may refuse to issue or transfer shares of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:Common Stock.

Lapse of Restrictions. a. The Restrictions applicable to [This Section 2 shall only apply if the Restricted Stock Units Shares are subject to forfeiture and otherwise shall lapse, as long as the Restricted Stock Units have not been forfeited as described be deleted but marked “Intentionally Omitted.”] (a) All restrictions set forth in Section 2 or Section 4, as follows: 3 below will lapse in their entirety with respect to twenty percent (i) As to one-third (1/320%) of the Restricted Stock UnitsShares on each of the following dates: ___________, one year from 20__ ___________, 20__ ___________, 20__ ___________, 20__ ___________, 20__ Each such period is called an "Installment Restriction Period." Installment Restriction Periods are collectively referred to as the date hereof or "Restriction Period." Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the end of that Installment Restriction Period, be no longer subject to forfeiture (“vested”). (b) As soon as reasonably practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; end of an Installment Restriction Period, the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 1(b) of this Agreement; provided, however, that the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) As made provisions satisfactory to one-third the Committee for the payment of, all applicable tax withholding obligations. (1/3c) If the Participant's employment with or other service to the Corporation or a Subsidiary terminates during the Restriction Period because of the Restricted Stock Unitsdeath or Disability, two years from effective on the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions that event all restrictions set forth in the Employment Agreement, if any, Section 3 of this Agreement will lapse in their entirety with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to Shares and all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Granteesuch shares shall be vested. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. (a) The Restrictions applicable restrictions set forth in paragraph 5 below will lapse with respect to the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows: one hundred percent (i) As to one-third (1/3100%) of the Restricted Stock UnitsShares on the first date following the Date of Grant that the Company’s common stock has maintained an average closing price per share of at least $4.15 (subject to adjustment for stock splits, one year from stock dividends and the date hereof like) over a period of sixty consecutive Trading Days. For purposes hereof, “Trading Day” means any day on which the primary market on which shares of Company common stock are listed or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof quoted is made more than one year after the date hereof;open for trading. (iib) As to one-third (1/3) of Notwithstanding paragraph 4(a), the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions restrictions set forth in paragraph 5 below will lapse on all Restricted Shares at the Employment Agreement, if any, with respect to close of business on the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon date on which a Change in Control of the Company (as defined below in this paragraph 4(b)) shall occur, provided the common stock of the Company is valued in the PlanChange in Control at or above $4.15 per share. For purposes of this Agreement, a “Change in Control” will occur if (i) any “person” (as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); , excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, becomes the “beneficial owner” (vas defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing an increase from less than Twenty Percent (20%) As to Fifty Percent (50%) or more of the combined voting power of the Company’s then outstanding securities (“Voting Securities”); (ii) during any period of not more than two (2) years, individuals who constitute the Board of Directors of the Company (the “Board”) as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this sentence) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; (iii) the stockholders of the Company approve a merger, consolidation or reorganization or a court of competent jurisdiction approves a scheme or arrangement of the Company, other than a merger, consolidation, reorganization or scheme which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least Fifty Percent (50%) of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger, consolidation, reorganization or scheme or arrangement, and such transaction is completed; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or any agreement for the sale of substantially all of the remaining Company’s assets, and such transaction is completed. (c) As soon as practicable after the restrictions with respect to any installment of Restricted Stock Units upon termination Shares lapse at the end of the period applicable to such installment set forth in paragraphs 4(a) and 4(b) above (the “Restriction Period”), the Company will deliver to the Grantee, or the Grantee’s employment by Brightpoint or a Subsidiary due to the Disability legal representative, promptly after surrender of the Grantee; (vi's certificate(s) As for the Restricted Shares to all the Chief Financial Officer of the Company, the certificate or certificates for such shares free of any legend or further restrictions together with, if applicable, a new certificate representing any remaining Restricted Stock Units if Shares. It shall be a condition to the Grantee dies; or (vii) As to all obligation of the remaining Restricted Company to issue or transfer shares of Common Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions restrictions that the Grantee (or any person entitled to act under this paragraph 4(c)) pay to the Company, upon a Change of Controlits demand, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company such amount as a result of a failure may be requested by the Company for the purpose of satisfying its liability to comply with its material obligations and agreements contained in withhold federal, state or local income or other taxes by reason of such issuance or transfer. If the Employment Agreementamount requested is not paid, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination Company may refuse to issue or transfer shares of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:Common Stock.

Lapse of Restrictions. a. The Restrictions Restricted Stock Units shall vest as set forth in this Section 3. (a) The Recipient shall become vested in the Recipient’s Restricted Stock Units in the amounts set forth below upon the anniversary dates set forth below (any such date on which the Recipient becomes vested pursuant to this Section 3, a “Vesting Date”), provided that the Recipient continuously serves as a member of the Board of the Company from the Date of Grant through the applicable Vesting Date: (b) Notwithstanding the foregoing, if the Recipient ceases to be a member of the Board for any reason other than Cause and experiences a “separation from service,” within the meaning of Section 409A of the Code and Treas. Reg. Section 1.409A-1(h), from the Company (“Separation from Service”), the Recipient shall become vested in any unvested Restricted Stock Units granted under this Restricted Stock Unit Agreement, and the date of such Separation from Service shall be the Vesting Date with respect to the Restricted Stock Units shall lapsethat vest pursuant to this Section 3(b); and (c) Upon a Change in Control which also qualifies as a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as long as described in Section 409A of the Code and Treas. Reg. Section 1.409A-3(i)(5) that occurs prior to the Recipient’s cessation of service on the Board, the Recipient shall become vested in any unvested Restricted Stock Units granted under this Restricted Stock Unit Agreement, and the date of such Change in Control shall be the Vesting Date with respect to the Restricted Stock Units have not been forfeited as described in that vest pursuant to this Section 2 or Section 43(c). Notwithstanding the foregoing, as follows: (i) As if the Recipient ceases to one-third (1/3) be a member of the Restricted Stock UnitsBoard by reason of Cause prior to an applicable Vesting Date, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant Recipient shall not be entitled to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) settlement of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining any Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan); (v) As to and all of the remaining such Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Granteeshall immediately be forfeited. b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:

Lapse of Restrictions. a. The Restrictions applicable If Holder has entered into the Restrictive Covenants Agreement set forth in Subsection 2(a)(ii) above, then the restrictions set forth in Section 2(a)(i)(x) above shall begin to lapse and be no longer in force and effect, and the required time period referenced in Section 2(a)(i)(y) above shall lapse in annual cumulative increments of______ the number of shares of Restricted Stock Units awarded herein, with the first annual increment beginning on _______________. From and after each annual date, the shares as to which the above restrictions have lapsed shall be owned by Holder free and clear of all restrictions or limitations of this Agreement. As soon as reasonably practicable after each date the restrictions shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4Company shall deliver the unrestricted shares to Holder, as follows:by transferring the unrestricted shares electronically to an E*Trade Securities brokerage account established by the Company for the benefit of the Holder. (ib) As Except as provided in this Agreement to one-third (1/3) of the Restricted Stock Unitscontrary, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof; (ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof; (iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof; (iv) Upon the conditions set forth in the Employment Agreement, if anyHolder shall have, with respect to the lapse of Restrictions upon a Change of ControlRestricted Stock, and, if none, as set forth in the Plan, as to all of the remaining rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. Pursuant to Section 3 below, shares of stock or other security dividends or stock splits issued with respect to Restricted Stock Units upon shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the original shares of Restricted Stock with respect to which such dividends or splits are issued. (c) Upon termination of Holder’s service as an employee of the Company for any reason during the term of this Agreement, all shares still subject to restriction will be forfeited, unless such termination is the result of Holder’s death or Disability, in which case the Restricted Stock subject to restriction will immediately vest. (d) In the event of a Change in Control of the Company (Company, Restricted Stock as defined in the Plan); (v) As to all which restrictions have not lapsed will vest as of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to date the Disability of the Grantee; (vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or (vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee. b. For purposes of determining the lapse of Restrictions upon a Change of in Control, andas applicable, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability is deemed to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:have occurred.