Common use of Restricted Stock Award Clause in Contracts

Restricted Stock Award. Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion).

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 7.5%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 7.5%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 18,765 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 3%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 3%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 4,095 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject The Employer agrees that the Executive shall receive, in accordance in all material respects with applicable policies of the Employer relating to incentive compensation for the executive officers, an annual restricted stock award (each, an “Award”) as to such number of shares (the “Shares”) as may be fixed in the Board’s discretion based upon the performance of the Employer and the contributions of the Executive to such performance. Any such Award shall be evidenced by a Restricted Stock Award Agreement between the Employer and the Executive in substantially the form thereof currently in use by the Employer. Each Award and the Restricted Stock Award Agreement shall have the following other principal terms: (i) the Shares subject to each Award shall become vested, and remain vested in three cumulative installments as follows: (A) the first installment, consisting of one-third of the Shares subject to each Award, shall become vested from and after the first anniversary of the date of the Award; (B) the second installment, consisting of an additional one-third of the Shares subject to each Award, shall become vested from and after the second anniversary of the date of the Award; and (C) the third installment, consisting of the remaining one-third of the Shares subject to each Award, shall become vested from and after the third anniversary of the date of the Award; (ii) the Shares, and any other shares of the Employer’s Common Stock held under prior or subsequent restricted stock Awards made to the approval Executive by the Employer, shall become immediately vested in full and shall remain vested in the event of (A) a Change of Control (as defined herein), (B) a termination of the Companyemployment of the Executive by the Employer under this Agreement without Cause or (C) a termination of the employment of the Executive under this Agreement by the Executive for Good Reason; (iii) any unvested Shares shall revert to the Employer immediately in the event of (A) a termination of the employment of the Executive under this Agreement by the Employer for Cause or (B) a termination of the employment of the Executive under this Agreement by the Executive without Good Reason; and (iv) The Executive shall have the right by notice to the Employer to require that the Employer purchase from the Executive that number of vested shares of the Employer’s Common Stock at a price per share equal to the average closing price of the Employer’s Common Stock on the New York Stock Exchange for the 20 days preceding the Executive’s notice of purchase, as is necessary to provide the Executive with sufficient funds to pay applicable federal and state income taxes resulting from the vesting of Shares under the Award, subject to the prior approval by the Compensation Committee of the Employer’s Board of Directors (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and price per share at the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day time of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion).

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 50%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued and (ii) 50%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 125,100 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject (i) The Bank agrees to the approval grant to Executive a total of the Company’s Board 50,000 shares of Directors restricted stock (the “BoardRestricted Stock”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares a Notice of the Company’s Common Grant and Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board Agreement (the “AwardAward Agreement”). The Award will be , under and subject to the terms and conditions applicable to restricted stock awards granted under of the Company’s 2008 1st Century Bank, N.A. Amended 2005 Equity Incentive Plan (“the “Plan”), as described in . Of the Plan and the applicable restricted stock purchase agreement. The 50,000 shares of stock subject to the Award Restricted Stock, 10,000 shares will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as first anniversary of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that Employment Agreement, 12,500 shares will vest on the Award will cover a number second anniversary of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchasethe Employment Agreement, 12,500 shares will vest on the third anniversary of the date of the Employment Agreement, and 15,000 shares will vest on the fourth anniversary of the date of the Employment Agreement. The vesting of the shares of stock referred to herein is subject to Executive’s continued employment with the Award will be Bank on the relevant vesting dates, unless Executive is terminated without Cause (as defined in Section 4(a) of this Agreement) or Executive terminates his employment for Good Reason (as defined in Section 4(b) of this Agreement) pursuant to Section 5(a) hereof. (ii) In the event of any termination of employment for any reason, Executive hereby grants to Bank the right and option, for a period of thirty (30) days after the effective date of such termination, to purchase any shares of Restricted Stock owned by him on the effective date of such termination that have been released from or are not otherwise subject to any restriction on resales under the Plan at a cap that will provide that the aggregate number of shares of stock that may vest pursuant price equal to the terms of the Award may not exceed 1.5100% of the Companyvolume weighted average closing price of the Bank’s fully-diluted capitalization common stock for the twenty (20) trading days immediately prior to the consummation effective date of termination of employment as reported on any quotation service or exchange on which the CompanyBank’s Series A Preferred Stock financing (the “1.5% Cap”)common stock is then quoted or traded. All This provision is limited to shares of Restricted Stock granted to Executive under this Agreement and subsequent grants of restricted stock, and it does not include shares acquired by Executive using personal funds, upon the exercise of stock that do not vest in accordance with options under the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)Plan, or otherwise.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 15%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 15%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 37,530 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject The Company shall, on the Effective Date, grant the Executive such number of restricted shares of Sunstone common stock (the “Restricted Stock”) as is determined pursuant to the approval next following sentence, without the payment of any monetary consideration by the Executive. The number of restricted shares granted to Executive shall be equal to the quotient obtained by dividing (i) $6,000,000 by (ii) the average closing price of the Company’s Board of Directors common stock on the New York Stock Exchange (or any other securities market that then constitutes the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of principal trading market for the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and common stock) over the like after twenty trading days immediately preceding the date of this Agreement) at grant (i.e., the date on which the Board shall approve the grant of the Restricted Stock), which shall be not later than February 6, 2007. The shares of Restricted Stock shall vest equally over a purchase price five-year period beginning as of the date of grant, such vesting to be determined by subject to the Board (Executive’s continued employment with the “Award”)Company. The Award will Consistent with the foregoing, the Restricted Stock shall be subject to the terms and conditions applicable to restricted stock awards granted under the Companyof Sunstone’s 2008 Equity 2004 Long-Term Incentive Plan (the “Incentive Plan”), as described in the Plan ) and the applicable a restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date agreement (the “Vesting Semi-Anniversary DateRestricted Stock Agreement”), twelve ) to be entered into by Sunstone and one-half percent (12.5%) the Executive in accordance with the provisions of the total number Incentive Plan, the form of which Restricted Stock Agreement is attached hereto as Exhibit C; provided, however, that to the extent Sections 4 and/or 7 of the Restricted Stock Agreement are inconsistent with the terms of the Incentive Plan, the terms of Sections 4 and 7 of the Restricted Stock Agreement shall control. To enable the Executive to pay Federal, state or local taxes imposed upon him as a result of the vesting of Restricted Stock, the Restricted Stock Agreement shall include a provision whereby the Executive shall have the right to require Sunstone to withhold vested shares of stock subject to Restricted Stock in exchange for the Award shall vest; thereafter, six and one-quarter percent (6.25%) payment by Sunstone of the total number amount of such taxes. The Executive shall make the election to have the Company withhold shares of stock subject to Restricted Stock at the Award shall vest on the last day time of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares Restricted Stock, and for purposes of stock subject withholding such shares, each share shall be valued at the value assigned thereto in the Restricted Stock Agreement. Notwithstanding anything to the Award will contrary contained herein or in the Noncompetition Agreement (defined below), under no circumstances shall the Executive be required to return or refund any portion of the Restricted Stock grant that becomes vested pursuant to this paragraph, the Incentive Plan or the Restricted Stock Agreement, nor shall such Restricted Stock grant be subject to rescission or reduction by the Company for any reason whatsoever, including without limitation as a cap that will provide that result of any breach or alleged breach by the aggregate number Executive of shares this Agreement or the Noncompetition Agreement. During each fiscal year of stock that may vest pursuant the Employment Period commencing with the year ending December 31, 2007, the Executive shall be eligible to earn additional annual equity awards under the Incentive Plan, subject to three (3) year vesting from the date the award is granted. For the avoidance of doubt, the first such award would be granted in 2008, to the terms of extent earned based on performance during the Award may not exceed 1.5% of fiscal year ending December 31, 2007. Such annual equity award shall have a minimum value between $1,400,000 and $1,600,000 and shall be granted to the Executive if the Company meets objective financial goals and targets consistent with the Company’s fully-diluted capitalization prior to annual plan and budget (the consummation of “Equity Targets”) set for the applicable fiscal year by the Company’s Series A Preferred Stock financing (compensation committee; provided that the “1.5% Cap”)Executive shall also be eligible to receive such annual equity awards based on his individual performance in the event that the Equity Targets are not attained. All shares of stock that do not vest in accordance with The Equity Targets for the foregoing vesting provisions will fiscal year ending December 31, 2007 and each succeeding fiscal year shall be subject to repurchase set by the Company at a repurchase price equal to Company’s compensation committee not later than February 15 of the lesser of cost and fair market value (as determined by the Board its sole discretion)applicable fiscal year.

Restricted Stock Award. Subject In consideration for Executive’s execution of this Agreement, including, but not limited to the promises made by Executive in Section 6 of this Agreement, subject to approval as set forth in the terms of the Company’s Board Equity Plan, in accordance with the terms of Directors thereof, the Bank shall cause to be granted to Executive, on a date (the “BoardGrant Date”)) that is within 35 days of the Commencement Date, Executive will be granted a restricted stock award (the “Restricted Stock Award”) for the number of shares of CBTX common stock equal to A/[B*C], where “A” is [$_______], “B” is the average closing price of such stock for the twenty (20) trading day period immediately preceding the Commencement Date, and “C” is equal to the lesser of 1.00 or 1.00 minus the Average Relative TSR Performance. Any fractional shares resulting from this conversion formula will be subject to rounding pursuant to which the Equity Plan. “Average Relative TSR Performance” is the excess (if any) of (x) the TSR Performance of CBTX over (y) the TSR Performance of the S&P Smallcap Bank Index as of the last day of the Performance Period. “TSR Performance” is determined by dividing (i) the sum of the cumulative amount of a company’s dividends for the Performance Period (assuming same-day reinvestment into the company’s common stock on the ex-dividend date) and the share price of the company at the end of the Performance Period minus the share price at the beginning of the Performance Period by (ii) the share price at the beginning of the Performance Period. The “Performance Period” is the period that began on November 4, 2021 and ends on the date that is 20 trading days immediately preceding the Commencement Date. The terms and conditions of the Restricted Stock Award shall include, but not be limited to, the terms and conditions specified in Exhibit A. Executive acknowledges that this Agreement does not represent the grant of the Restricted Stock Award or grant any rights or entitlements as an equity holder in CBTX or affiliate thereof. The Restricted Stock Award will be permitted granted, subject to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations terms and the like after the date conditions of this Agreement) at a purchase price , on the Grant Date pursuant to be determined by the Board (the “Award”). The Award will and be subject to the terms and conditions applicable conditions, including with respect to restricted stock awards granted under vesting and forfeiture, of the Company’s 2008 Equity Incentive Plan (the “Plan”), as described in the Plan and of the applicable restricted stock purchase agreementaward agreement evidencing the Restricted Stock Award. The shares of stock subject to the Award will “vest” during the term of If Executive’s employment as follows: all of with the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization Bank terminates for any reason prior to the consummation of Grant Date, the Company’s Series A Preferred Restricted Stock financing (the “1.5% Cap”). All shares of stock that do Award will not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)granted.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 16%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 16%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 21,840 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject to the approval of the Company’s Board of Directors (the “Board”)) of Hall of Fame Resort, Executive will the Employee shall be granted a an award of restricted stock award pursuant units (a “Restricted Stock Unit Award”) that entitles the Employee to which Executive will be permitted to purchase 450,000 shares receive one share of the Company’s Common Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) common stock for each restricted stock unit that vests in accordance with this Section 2.3 (such grant, a “Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Unit Award”). The Award will be . (a) In connection with Hall of Fame Resort filing a Form S-8 with the United States Securities and Exchange Commission, and subject to the terms approval of the Board, the Employee shall receive a Restricted Stock Unit Award for a number of shares of common stock of the Company equal to $600,000 divided by the average closing price of Hall of Fame Resort’s common stock for the five trading days preceding, but not including, the Effective Date. (b) The Restricted Stock Unit Award shall be evidenced by an award agreement between Hall of Fame Resort and conditions applicable to restricted stock awards granted under the CompanyEmployee. The award agreement shall provide that the Employee’s 2008 Equity Incentive Plan (the “Plan”), as described rights in the Plan Restricted Stock Unit Award shall vest and be transferable in 3 equal or nearly equal installments on (1) the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all first Anniversary of the shares of stock subject to Effective Date, (2) the Award shall initially be unvested; on the six month second anniversary of the Effective Date Date, and (3) the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) third anniversary of the total number of shares of stock subject to Effective Date, if the Award shall vest; thereafter, six and one-quarter percent (6.25%) Employee remains in the continuous employ or service of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day Company or an affiliate of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years Company from the Effective Date (provided in each case until the applicable vesting date. The award agreement shall provide that Executive remains any Restricted Stock Units that have not vested on or before the date the Employee ceases to be an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization an affiliate shall be forfeited on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)such employment or services ends for any reason.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 65%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 65%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 88,725 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject (a) On the first day of each fiscal quarter of Parent (each, a “Fiscal Quarter”) during the Term following the Effective Date, you will be granted an award of restricted stock (each, a “Quarterly Restricted Stock Award”) of Parent with an aggregate value of $375,000, based on the closing price of Parent common stock on the grant date. In the event the first day of any Fiscal Quarter during the term is not a trading day, the grant will be made on the next trading day. On the Effective Date, you will also be granted a Restricted Stock Award, pro-rated to reflect the approval number of days remaining in the Company’s Board of Directors Fiscal Quarter in which the Effective Date occurs (the “BoardInitial Restricted Stock Award”, and together with the Quarterly Restricted Stock Awards, the “Restricted Stock Awards”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common . (b) Each Quarterly Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject eligible to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan vest in eight (the “Plan”), as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest 8) equal installments beginning on the last day of the Fiscal Quarter in which the grant is made and on each threesubsequent Fiscal Quarter-month period following the Vesting Semi-Anniversary Dateend of Parent, on the same day except as set forth in Section 5(d) or Section 5(e) below, subject to your continued service under this Agreement or as a member of the month Board through each such vesting date. (c) The Initial Restricted Stock Award will be eligible to vest in eight (8) equal installments beginning three (3) months from the grant date and every three (3) months thereafter, except as the Vesting Semi Anniversary Date (and if there is no corresponding dayset forth in Section 5(d) or Section 5(e) below, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all your continued service under this Agreement or as a member of the stock subject Board through each such vesting date. (d) In the event (i) your employment hereunder is terminated by the Company without Cause prior to the Award four (4) years from the Effective Date (provided in each case that appointment of a new Chief Executive remains an employee of the Company (or a parent or subsidiary Officer of the Company, (ii) as your service on the Board is terminated without Cause, or (iii) you are not re-elected to the Board and circumstances constituting Cause do not exist (each of clauses (i), (ii), and (iii), a “Qualifying Termination”), (x) each Restricted Stock Award granted to you in a prior Fiscal Quarter and (y) a pro-rata portion of the date Quarterly Restricted Stock Award granted to you in the Fiscal Quarter in which your employment terminates (or if such termination occurs in the first three (3) months of such vesting installment). Notwithstanding the foregoing and because it is anticipated that Term, a pro-rata portion of the Award will cover a Initial Restricted Stock Award) based on the number of shares of stock that will exceed 1.0% days served in such Fiscal Quarter (or in the first three (3) months of the Company’s fully-diluted capitalization Term, as applicable) will vest in full on the date of purchase, the vesting your Qualifying Termination. The remainder of the shares Restricted Stock Award granted to you in the Fiscal Quarter in which your employment terminates (or first three (3) months of stock subject to the Award Term, as applicable) will be subject forfeited on the date of your Qualifying Termination. (e) In the event your employment hereunder or your service on the Board terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”), (x) each Restricted Stock Award granted to you in a cap that will provide that prior Fiscal Quarter and (y) a pro-rata portion of the aggregate Quarterly Restricted Stock Award granted to you in the Fiscal Quarter in which your employment terminates (or if such termination occurs in the first three (3) months of the Term, a pro-rata portion of the Initial Restricted Stock Award) based on the number of shares of stock that may vest pursuant to days served in such Fiscal Quarter (or in the terms first three (3) months of the Award may not exceed 1.5% Term, as applicable) will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 5(b) or 5(c), as applicable. The remainder of the Company’s fully-diluted capitalization prior Restricted Stock Award granted to you in the consummation Fiscal Quarter in which your employment terminates (or first three (3) months of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions Term, as applicable) will be subject to repurchase by forfeited on the Company at a repurchase price equal to date of your Non-Qualifying Termination. Notwithstanding the lesser foregoing, in the event you breach any of cost and fair market value the Restrictive Covenants (as determined by defined below) you will immediately forfeit the Board its sole discretion)unvested portion of any Restricted Stock Awards you then hold.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined in the 2010 Equity Incentive Plan) of the Company’s Board of Directors common stock (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Restricted Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will ) shall be subject awarded to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”), Executive as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during the term of Executive’s employment as follows: all of the shares of stock subject to the Award shall initially be unvested; on the six month anniversary of the Effective Date (Date. The number of shares of common stock granted to the “Vesting Semi-Anniversary Date”)Executive in the Restricted Stock Award shall be calculated as the product of X and Y, twelve and one-half percent (12.5%) where X is 1.8% of the total number of shares issued by the Company in the Total Offering, rounded to the nearest 1,000, and where Y is (the following percentage): 20%. In addition, in the event any Underwriters’ Over-allotment Shares are issued, the number of stock shares granted to the Executive in the Restricted Stock Award will be adjusted, as of the Effective Date, to include additional shares in an amount equal to the product of (i) 1.8% of the Underwriters’ Over-allotment Shares issued, and (ii) 20%. By way of example, if the Total Offering is 13,900,000 shares (including 13,750,000 IPO Shares, 150,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be 50,040 shares of the Company’s common stock. The shares granted in the Restricted Stock Award shall be, subject to the Award shall vest; thereafterterms of this Agreement, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest forfeiture restrictions that will lapse commencing on the last day first anniversary of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (and on each of the next four anniversaries of the Effective Date thereafter, as to 20% of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in each case this Agreement, any shares of common stock covered by the Restricted Stock Award that Executive remains are subject to forfeiture restrictions on or before the date that the Executive’s service as an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. Subject Pursuant to the approval 2010 Equity Incentive Plan and subject to the terms of this Agreement, a Stock Award (as defined therein) of the Company’s Board of Directors common stock (the “BoardRestricted Stock Award”) shall be granted to the Executive on the Effective Date. The number of shares of common stock granted to the Executive in the Restricted Stock Award shall be calculated as the product of X and Y, where X is 1.5% of the sum of (i) the total number of shares issued by the Company in the Initial Offering (the “IPO Shares”), and (ii) all shares issued in connection with the Company’s private placement of additional shares of common stock to the Company’s officers concurrently with the Initial Offering (the “Private Placement Shares” and, together with the IPO Shares, the “Total Offering”), rounded to the nearest 1,000, and where Y is (the following percentage): 13%. In addition, in the event any shares of common stock are issued as a result of any exercise by the Initial Offering underwriters of their over-allotment option (the “Underwriters’ Over-allotment Shares”), the number of shares granted to the Executive in the Restricted Stock Award will be granted a restricted stock award pursuant adjusted, as of the Effective Date, to which Executive will include additional shares in an amount equal to the product of (i) 1.5% of the Underwriters’ Over-allotment Shares issued and (ii) 13%. By way of example, if the Total Offering is 9,100,000 shares (including 8,750,000 IPO Shares, 350,000 Private Placement Shares and no Underwriters’ Over-allotment Shares), then the Restricted Stock Award shall be permitted to purchase 450,000 17,745 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”)common stock. The shares granted in the Restricted Stock Award will be shall be, subject to the terms and conditions applicable to restricted stock awards granted under the Company’s 2008 Equity Incentive Plan (the “Plan”)of this Agreement, as described in the Plan and the applicable restricted stock purchase agreement. The shares of stock subject to forfeiture restrictions that will lapse on each of the Award will “vest” during first three anniversaries of the term of Executive’s employment Effective Date as follows: all to 1/3 of the shares of common stock covered by the Restricted Stock Award on each such anniversary, at which time such shares shall become vested and nonforfeitable so long as the Executive is employed by the Company on the applicable anniversary date. Except as provided otherwise in this Agreement, any shares of common stock covered by the Restricted Stock Award that are subject to forfeiture restrictions on or before the Award shall initially be unvested; on date that the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) of the total number of shares of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month Executive’s service as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization terminates shall be forfeited on the date that such service terminates. Shares of purchasecommon stock covered by the Restricted Stock Award that have not become vested and nonforfeitable as provided in this Agreement cannot be transferred. Shares of common stock covered by the Restricted Stock Award may be transferred, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number requirements of applicable securities laws, after such shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest have become vested and nonforfeitable as provided in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)this Agreement.

Restricted Stock Award. (a) Subject to the approval of the Company’s Board of Directors (the “Board”), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms and conditions applicable of this Agreement, simultaneously with the execution and delivery hereof, the Company shall grant Employee a Restricted Stock Award in the amount of Forty Thousand (40,000) shares (the "Restricted Stock") of common stock of the Company pursuant to restricted stock awards granted under the Company’s 2008 Equity 's Stock Incentive Plan (the “"Plan”") as currently in effect. Initially, all such shares of Restricted Stock shall be Unvested Restricted Stock (as defined in the Plan). As such, Employee shall have the benefit of the rights associated with the shares subject to the Restricted Stock Award as described in Section 10 of the Plan and shall be bound by the applicable restricted stock purchase agreementrestrictions on transferability set forth therein. The shares of stock Unvested Restricted Stock shall become vested in accordance with the following schedule: Eight Thousand (8,000) shares shall become vested and no longer subject to a risk of forfeiture on each of November 30, 2000, December 31, 2000, January 31, 2001, February 28, 2001 and March 31, 2001. (b) For the purpose of addressing any tax withholding obligation that may arise in connection with the Restricted Stock Award, the Company agrees to make available to Employee a loan of up to Sixty-Five Thousand Dollars ($65,000). Any such loan shall be full recourse, shall bear interest at the commercial lending rate then being used by PNC Bank, N.A. and shall be secured by a pledge of the shares subject to the Award will “vest” during the term of Executive’s employment as follows: all Restricted Stock Award. One-half of the shares principal amount of stock subject to the Award loan shall initially be unvested; due and payable on the six month anniversary midpoint of the Effective Date Severance Period (as defined in Section 12(g) below) or, in the “Vesting Semi-Anniversary Date”event that Employee is terminated for Cause (as defined herein), twelve on the date of termination of Employee's employment with the Company and one-half percent (12.5%) the Company may reduce the Severance Benefit owed to Employee by an amount sufficient to satisfy this payment. The remaining principal amount of the total number of shares of stock subject to the Award loan plus any accrued interest shall vest; thereafter, six be due and one-quarter percent (6.25%) of the total number of shares of stock subject to the Award shall vest payable on the last day of each three-month period following the Vesting Semi-Anniversary Date, on the same day of the month as the Vesting Semi Anniversary Date (and if there is no corresponding day, the last day of such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretion)Severance Period.

Restricted Stock Award. Subject to the approval (i) On April 1 of the Company’s Board each of Directors 2016 through 2020, LTF Holdings will grant Executive 66,500 Shares (such Shares in any fiscal year, the “Board”Annual Restricted Shares” for such fiscal year), Executive will be granted a restricted stock award pursuant to which Executive will be permitted to purchase 450,000 shares of the Company’s Common Stock (as adjusted for stock splits, combinations, recapitalizations and the like after the date of this Agreement) at a purchase price to be determined by the Board (the “Award”). The Award will be subject to the terms of the Equity Plan, an award agreement in substantially the form attached hereto as Exhibit C (each, a “Restricted Share Agreement”) and conditions applicable the terms of the Stockholders Agreement; provided that no such Share grants shall be made following a Change of Control; provided, further, that no portion of any Annual Restricted Shares granted in any fiscal year subject to restricted stock awards granted under vesting based on EBITDA shall be eligible to vest as a result of EBITDA with respect to any fiscal year ending after December 31, 2020. With respect to the Company’s 2008 Equity Incentive Plan (Annual Restricted Shares, the target EBITDA for each fiscal year ending December 31, 2016 through 2020, to the extent applicable, shall equal the “Plan”), Target EBITDA” for such fiscal year as described in the Plan set forth on (and the applicable restricted stock purchase agreement. The shares of stock subject to the Award will “vest” during adjustments referenced in) Exhibit A. (ii) Notwithstanding anything to the term contrary in the Equity Plan, any Restricted Share Agreement or the Stockholders Agreement, if, after December 31, 2016, either LGP acquires all or substantially all of the Shares (and any other equity interests of LTF Holdings) held by TPG or TPG acquires all or substantially all of the Shares (and any other equity interests of LTF Holdings) held by LGP, then (x) 50% of Executive’s employment then-outstanding unvested Time Vesting Shares (as follows: all of defined in the shares of stock subject applicable Restricted Share Agreement) will vest, and (y) Executive will have the right, upon written notice to the Award shall initially be unvested; on acquiring Principal Stockholder within thirty (30) days following such acquisition, to require the six month anniversary of the Effective Date (the “Vesting Semi-Anniversary Date”), twelve and one-half percent (12.5%) acquiring Principal Stockholder to purchase a portion of the total number of shares Shares then held by Executive (including any Shares vested pursuant to Section 3(e)(ii)(x) above), up to a maximum of stock subject to the Award shall vest; thereafter, six and one-quarter percent (6.25%) 50% of the total number of shares of stock subject to the Award shall vest on the last day of each three-month period following the Vesting Semi-Anniversary Datesuch Shares, on substantially the same day of terms and conditions (including the month same purchase price paid per Share paid by LGP or TPG, as the Vesting Semi Anniversary Date (and if there is no corresponding dayapplicable, the last day of in such month), so that all shares of stock subject to the Award are fully-vested with respect to all of the stock subject to the Award four (4) years from the Effective Date (provided in each case that Executive remains an employee of the Company (or a parent or subsidiary of the Company) as of the date of such vesting installment). Notwithstanding the foregoing and because it is anticipated that the Award will cover a number of shares of stock that will exceed 1.0% of the Company’s fully-diluted capitalization on the date of purchase, the vesting of the shares of stock subject to the Award will be subject to a cap that will provide that the aggregate number of shares of stock that may vest pursuant to the terms of the Award may not exceed 1.5% of the Company’s fully-diluted capitalization prior to the consummation of the Company’s Series A Preferred Stock financing (the “1.5% Cap”). All shares of stock that do not vest in accordance with the foregoing vesting provisions will be subject to repurchase by the Company at a repurchase price equal to the lesser of cost and fair market value (as determined by the Board its sole discretionacquisition).