Common use of Restricted Stock Grant Clause in Contracts

Restricted Stock Grant. (a) Upon execution of this Agreement, you shall be awarded 200,000 shares of restricted common stock of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.

Restricted Stock Grant. (i) Executive shall receive, as of the execution date hereof, an award consisting of that number of restricted shares of Employer’s common stock, par value $.01 per share (“Restricted Shares”), which, when multiplied by the simple average of the closing prices of Employer’s common stock on the New York Stock Exchange on the twenty (20) business days next preceding May 1, 2009, yields the aggregate sum of One Million Five Hundred Thousand Dollars ($1,500,000), and, subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be subject to the terms of the Employer’s Restricted Share Plan (the “Restricted Share Plan”). Executive shall become fully vested in the shares granted pursuant to the foregoing sentence, and all restrictions on the Restricted Shares shall lapse, on May 1, 2014. (ii) An award document evidencing the foregoing Restricted Share grant (the “Award Document”) shall be provided to Executive by Employer within 30 days of the date of execution hereof. The Award Document shall provide that (a) Upon execution upon Executive’s Termination of this AgreementEmployment as a result of death, you disability, reaching retirement age, Change in Control (as defined in Article II, Section 6 below), termination by Executive as a result of a Constructive Termination (as defined in Article II, Section 4 below), or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive thereunder (an “Award”) shall terminate and Executive shall become fully vested in such Award; and (b) if the stock of Employer at any time during the restricted period ceases to be awarded 200,000 publicly traded, then Executive shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer’s stock from the exchange, equal to the number of shares of restricted common stock Restricted Stock granted under the Award Document and held by Executive as of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms delisting of the 1997 Plan and stock, times the greater of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, the share price of Employer’s stock as of the close of business forty-five (45) trading days prior to its delisting and (ii) 100,000 shares shall vest the average share price of Employer’s stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, Executive is a “specified employee” as defined in your Executive Employment Agreement. Section 409A of the Code, the excess amount shall be paid the earlier of (A) six (6) months following termination of employment, or (B) death. The foregoing subparagraph (b) Notwithstanding shall not apply if the foregoingstock of Employer ceases to be publicly traded as a result of Employer having made a general assignment for the benefit of creditors, immediately prior been adjudicated as bankrupt or insolvent, or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the material allegations of a Terminating Transaction (as defined petition filed against Employer in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, orbankruptcy. (iii) by you for Good ReasonEmployer will take whatever action necessary, as defined in your including, without limitation, requesting amendment of the Restricted Share Plan, to ensure that the issuance of Restricted Shares to Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsthe Award Document does not exceed the maximum number of shares available for such purpose.

Restricted Stock Grant. (a) Upon execution of this AgreementAs an inducement material to the Executive’s agreement to enter into employment with Management, you shall be awarded 200,000 shares the Executive received a grant of restricted common stock Kmart Common Stock having a Fair Market Value of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect $4,500,000 on October 18, 2004 (the "1997 Plan"“Restricted Stock”). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares , which Restricted Stock may not be sold, transferred, assigned, pledged of or otherwise encumbered or disposed of transferred unless and until the shares vestRestricted Stock becomes vested, in accordance with the provisions of this Section 7. The Restricted Stock shall be eligible to become vested in four installments (each, an “Installment”), as set forth below, with each of the first three Installments consisting of a portion of the Restricted Stock that had a fair market value on October 18, 2004 of $1 million, rounded to the nearest whole number of shares, and then only the final such Installment representing the remainder of the Restricted Stock. Each Installment shall vest as of the later of (a) the last day of the first Fiscal Year, of Fiscal Years 2005 through 2008, during which the Performance Goal is met and (b) in the case of the first Installment, the last day of Fiscal Year 2005; in the case of the second Installment, the last day of Fiscal Year 2006; in the case of the third Installment, the last day of Fiscal Year 2007; and in the case of the final Installment, the last day of Fiscal Year 2008; conditioned, in each case, on the Executive’s continued employment with the Company as of the relevant vesting date and subject to Section 9. If the extent permitted by applicable federal and state securities lawsRestricted Stock does not vest on or before the last day of Fiscal Year 2008, it shall thereupon be forfeited. The restricted stock award “Performance Goal” will be considered to have been met if, for any of Fiscal Years 2005 through 2008, either Kmart’s earnings before interest, taxes, depreciation and amortization, as reported in its audited financial statements for such Fiscal Year (“EBITDA”), equals or exceeds $100 million, or Kmart realizes gross proceeds from sales of real estate equal to or greater than $50 million. Notwithstanding the foregoing, in the event the Executive’s employment is terminated during the Employment Term (i) by the Company without Cause, (ii) as a result of his Disability or death, or (iii) by the Executive in a Constructive Termination, any Installments of the Restricted Stock that have not yet vested shall vest as of the date of termination. As of the Effective Time, the Company shall assume the Restricted Stock, which shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest free of such restrictions to the extent required by the terms thereof and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in converted into the event you terminate your employment with right to receive the Company or the Company terminates your employment for CauseKmart Consideration, as defined in your Executive Employment Section 2.5(a) of the Merger Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment accordance with the Merger Agreement; provided that all Company is terminated Common Stock issuable upon conversion of such Restricted Stock shall be subject to the same terms (iincluding the vesting terms) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all were applicable to such restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsof Kmart Common Stock in respect of which they are issued.

Restricted Stock Grant. (a) Upon execution the completion of the development of the SubHub product, as defined below, in accordance with this Agreement, you shall be awarded 200,000 ARC will grant to Roy the number of shares of restricted ARC common stock of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are stock, subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto vesting as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in which have an aggregate fair market value on the event you terminate your employment with the Company or the Company terminates your employment for Causedate of grant, as defined in your Executive Employment Agreementdetermined below, of One Million Dollars ($1,000,000). (b) Notwithstanding The completion of the foregoingdevelopment of the SubHub product shall occur on the first date after Beta testing that the SubHub product is offered by ARC as a completed product to its customers ("date of grant"). For this purpose, an offering to customers to participate in Beta testing shall not constitute an offer of a completed product. (c) For purposes of this Agreement, the fair market value of a share of ARC stock on the date of grant shall be the average of the closing prices of ARC stock traded on the New York Stock Exchange for the ten (10) business days which immediately precede the fifth (5th) business day prior to the date of grant. The number of shares to be granted to Roy shall be determined by dividing the sum of One Million Dollars ($0,000,000) by such fair market value of one (1) share, rounding up to the nearest whole share. (d) The grant of shares shall be made pursuant to the terms of the ARC's 2005 Stock Plan, as amended from time to time ("Plan"), pursuant to a Terminating Transaction (as defined Grant Notice substantially in the 1997 form of Exhibit A attached hereto and the shares so granted shall be subject at all times to all of the terms and conditions of such Plan) . As a condition to such grant of shares, Roy will sign such additional documents as may be specified in or rexxxnably contemplated by the Plan, including, but not limited to, an Assignment Separate From Certificate, Joint Escrow Instructions and Restricted Stock Award Agreement substantially in the event your forms of Exhibits B, C and D attached hereto. (e) Roy's rights to the shares constituting the Grant shall vest in their entirety, and not in segments or portions, and shall vest if, and only if, Roy shall continue to be employed by ARC or any of its subsidiaries xx the fifth (5th) anniversary of the date of grant. For purposes of this Agreement, if Roy's employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for ARC terminates under any reason circumstances other than for Cause, as defined in your Executive Employment Agreement, or (iii) a termination by you ARC without Cause or a termination by Roy for Good Reason, as those terms are defined in your Executive and governed by txx Employment Agreement dated on January 7, 2005 between ARC and Roy, or any extension thereof ("Employment Agreement"), then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsRoy shaxx not be deemed so employed.

Restricted Stock Grant. (a) Upon execution of this AgreementAs an inducement material to the Executive's agreement to enter into employment with the Company, you as soon as practicable after the Effective Date, the Executive shall be awarded 200,000 shares receive a grant of restricted common stock Common Stock having a Fair Market Value of $4,500,000 on the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect Effective Date (the "1997 PlanRestricted Stock"). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares , which Restricted Stock may not be sold, transferred, assigned, pledged of or otherwise encumbered or disposed of transferred unless and until the shares vestRestricted Stock becomes vested, in accordance with the provisions of this Section 7. The Restricted Stock shall be eligible to become vested in four installments (each, an Installment), as set forth below, with each of the first three Installments consisting of a portion of the Restricted Stock that had a fair market value on the Effective Date of $1 million, rounded to the nearest whole number of shares, and then only to the extent permitted by applicable federal and state securities lawsfinal such Installment representing the remainder of the Restricted Stock. The restricted stock award Each Installment shall vest and become nonforfeitable as follows: of the later of (ia) 100,000 shares shall vest and become nonforfeitable on December 31the last day of the first Fiscal Year, 2002of Fiscal Years 2005 through 2008, during which the Performance Goal is met and (iib) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your case of the first Installment, the last day of Fiscal Year 2005; in the case of the second Installment, the last day of Fiscal Year 2006; in the case of the third Installment, the last day of Fiscal Year 2007; and in the case of the final Installment, the last day of Fiscal Year 2008; conditioned, in each case, on the Executive's continued employment with the Company as of the relevant vesting date and subject to Section 8. If the Restricted Stock does not vest on or before the last day of Fiscal Year 2008, it shall thereupon be forfeited. The "Performance Goal" will be considered to have been met if, for any of Fiscal Years 2005 through 2008, either the Company's earnings before interest, taxes, depreciation and amortization, as reported in its audited financial statements for such Fiscal Year ("EBITDA"), equals or exceeds $100 million, or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) realizes gross proceeds from sales of real estate equal to or greater than $50 million. Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your the Executive's employment with is terminated during the Company is terminated Employment Term (i) by reason of your death or Total Disabilitythe Company without Cause, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Causeas a result of his Disability or death, as defined in your Executive Employment Agreement, or or (iii) by you for Good Reasonthe Executive in a Constructive Termination, any Installments of the Restricted Stock that have not yet vested shall vest as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsof the date of termination.

Restricted Stock Grant. (a) Upon execution As soon as practicable but no later than five (5) days after the Effective Date, Employer shall cause the Buyer and Buyer shall, pursuant to its existing restricted stock plan, will grant to Friebe 100,000 restricted sxxxxx of Common Stock of the Buyer (the "Shares"), subject to the restrictions set forth herein. The Shares shall be immediately vested at the time of grant. Each share certificate representing any Shares granted under this Agreement shall bear a legend indicating that it is "Restricted Stock." Each restricted Share shall not be transferable and no interest therein may be pledged or assigned to any other person or entity (including, without limitation, any margin loan or derivative transaction) from the date of grant until December 31, 2005 (the "Lock-up Period"). The Shares are fully vested when issued and are not subject to forfeiture even if Friebe is not an employee ox xxx Employer at the end of the Lock-Up Period. The Employer shall hold the certificate representing the Shares, together with stock powers endorsed in blank, until the expiration of the relevant Lock-up Period and, unless otherwise agreed, the certificate will be transferred to Friebe only after satisfactxxx xx Friebe of all income and emxxxxxxnt tax withholding liabilities that arise either on account of the grant or the vesting of such Shares. Friebe and Buyer shall execxxx xxd deliver the Buyer's form of Restricted Stock Agreement attached as Schedule 3.4(a) (which shall be amended as necessary to conform to the terms of this Agreement, you shall be awarded 200,000 shares of restricted common stock ) to evidence the grant of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"Shares under this Section 3.4(a). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding If Friebe is subject to United Xxxxxs taxation, Friebe may elect pursuant tx Xxxxion 83(b) of the foregoingInternal Revenue Code, immediately prior within thirty (30) days of the date of grant, to a Terminating Transaction (as defined include in his or her gross income the fair market value of all or any portion of the Shares covered by this Agreement in the 1997 Plantaxable year of grant. If he makes this election, Friebe shall promptly notifx xxx Buyer by submitting to the Buyer a copy of the statement filed with the Internal Revenue Service in which Friebe makes such election. (c) or Friebe shall have all rightx xx x shareholder with respect to the Shares except as otherwise limited by the terms of this Agreement. (d) In the event of any change in the event your employment with Common Stock of the Company is terminated (i) Buyer by reason of your death any stock dividend, stock split, split-up or Total Disabilityany similar change affecting the Common Stock, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) number and kind of Shares awarded hereunder shall become immediately vested and nonforfeitable, be adjusted automatically consistent with no restrictions on transferability other than pursuant to applicable securities lawssuch change.

Restricted Stock Grant. (a) Upon execution of this Agreement, you shall be awarded 200,000 Employer holds 50,000 shares of restricted common stock Class B Common Stock of Holdings previously granted to him under the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect additional compensation for services rendered and to be rendered under this Agreement (the "1997 PlanRestricted Stock Grant"). Such shares are subject The following provisions of this Section 3.3 constitute the agreement required with respect to all terms the Restricted Stock Grant under Paragraph 6(f) of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment AgreementIncentive Plan. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined The shares of stock included in the 1997 PlanRestricted Stock Grant (the "Restricted Shares") or shall be subject to automatic forfeiture in the event your Employee's employment with is terminated by Employee pursuant to Section 4.1 other than for Good Reason or by Holdings pursuant to Section 4.2 for Misconduct or Default; provided, however, that such forfeiture restriction (the Company is terminated "Forfeiture Restriction") shall automatically lapse (i) as to one-third of the Restricted Shares on June 17, 1997 if Employee's employment is not so terminated by reason of your death or Total Disabilitysuch date, as defined in the 1997 Plan, (ii) as to an additional one-third of the Restricted Shares on June 17, 1998 if Employee's employment is not so terminated by such date and (iii) as to an additional one-third of the Company Restricted Shares on June 17, 1999 if Employee's employment is not so terminated by such date and, provided further, that the Forfeiture Restriction shall automatically lapse as all Restricted Shares which have not been previously forfeited as aforesaid (x) upon the occurrence of a Change in Control during the Employment Period, (y) in the event of Employee's death or (z) in the event Employee's employment is terminated by Employee for Good Reason or on account of Disability or by Holdings for any reason other than Default or Misconduct on account of the conviction of Employee for Causea felony. If any of the Restricted Shares are forfeited pursuant to this paragraph (b), Employee shall be obligated, for no consideration, to promptly surrender such Restricted Shares to Holdings. Holdings may require Employee to execute and deliver stock powers in the event of forfeiture. (c) Employee will not sell, transfer or otherwise dispose of any of the Restricted Shares which remain subject to the Forfeiture Restriction except for transfers expressly permitted by the Incentive Plan and except for transfers by will or by laws of descent and distribution. The foregoing transfer restriction is hereinafter referred to as the "Transfer Restriction". (d) Except as expressly set forth above in this Section 3.3, (i) the Restricted Stock Grant shall be irrevocable and unconditional and (ii) none of the Restricted Shares shall be subject to forfeiture or surrender for any reason. The Restricted Stock Grant shall become vested when the Forfeiture Restriction has lapsed with respect thereto. (e) Certificates evidencing the Restricted Shares will be issued in Employee's name. Holdings may cause such certificates to bear a legend setting forth or incorporating the Forfeiture Restriction and the Transfer Restriction, and Holdings may cause such certificates to be delivered upon issuance to the Secretary of Holdings (or such other depositary as may be designated by the committee which administers the Incentive Plan) as a depositary for safe-keeping until the Forfeiture Restriction and the Transfer Restriction lapse with respect thereto or until forfeiture occurs with respect thereto pursuant to paragraph (b) above. If the Forfeiture Restriction lapses as to any Restricted Shares evidenced by a certificate bearing a legend setting forth or incorporating the Forfeiture Restriction and the Transfer Restriction, then, if requested by Employee, Holdings will cause a new certificate to be issued in the name of Employee without such legend. (f) Subject to the terms of the Pledge Agreement, Employee shall be entitled to receive all dividends and distributions in respect of the Restricted Shares (subject to applicable tax withholding), to vote the Restricted Shares and to give consents, waivers and ratifications with respect to the Restricted Shares; provided, however, that dividends and distributions applicable to any Restricted Shares may be applied, at the option of Holdings, to the repayment of the indebtedness evidenced by the Promissory Note or, if and to the extent not so applied, held by Holdings until (i) the Forfeiture Restriction lapses with respect to such Restricted Shares, at which time such distributions shall be paid to Employee or his designee without interest or (ii) forfeiture occurs with respect to such Restricted Shares pursuant to paragraph (b) above, at which time such distributions shall be forfeited. (g) If requested by Employee, Holdings or AWA will loan Employee up to $600,000 solely for the purpose of enabling Employee to pay all or portion of the income taxes (Federal and state) attributable to the Restricted Stock Grant. Such loan shall be funded in one or more advances (not to exceed three) as requested by Employee upon not less than fifteen business days notice. Such loan shall be evidenced by, and subject to the terms and conditions of, a promissory note duly executed by Employee and payable to the order of Holdings or AWA, as defined the case may be (the "Promissory Note"). The Promissory Note shall be in your Executive Employment form and substance reasonably satisfactory to Holdings and shall be secured by a pledge agreement (the "Pledge Agreement") covering all of the Restricted Shares. The Pledge Agreement shall be in form and substance reasonably satisfactory to Holdings and shall be accompanied by appropriate stock powers. Each advance under the Promissory Note shall be payable in two equal installments on the fifth and sixth anniversary dates of such advance and and shall bear interest, orcompounded monthly, at a floating rate per annum equal to the prime rate most recently announced by The Chase Manhattan Bank, such rate to automatically fluctuate upward and downward with and at the time specified in each such announcement (the "Prime Rate"). Employee shall not be personally liable for payments due under the Promissory Note, it being expressly understood and agreed that the sole (iiih) by you for Good ReasonThe parties recognize that, from time to time after the date hereof, Holdings may register shares or units of its equity securities under the Securities Act of 1933, as defined amended, for sale to the public and that Employee may desire to include in your Executive Employment Agreementsuch registration all or a portion of the Restricted Shares which are no longer subject to forfeiture in accordance with paragraph (b) above ("Vested Restricted Shares"). Accordingly, it is anticipated that, if (i) Holdings decides to effect a registration of any of its equity securities (other than a registration on Form S-4 or Form S-8 or any successor or similar form) for sale to the public after the date hereof, (ii) such registration is to be effected before the Expiration Date at a time, in a form and in a manner that, in the sole discretion of Holdings, would permit the inclusion of the Vested Restricted Shares in such registration without having an adverse effect on such registration or on any other aspect of Holdings' business and affairs and without interfering with or infringing upon the demand or "piggyback" registration rights of other holders of securities of Holdings, then all restricted shares granted Holdings will endeavor to you pursuant consult with Employee regarding Employee's desire to include any of the Vested Restricted Shares in such registration and the terms, conditions and restrictions which would be applicable to such inclusion. It is specifically understood and agreed, however, that (i) nothing in this Agreement is intended to or shall obligate Holdings to register any of the Restricted Shares at any time or for any purpose and (ii) in no event shall any Constituent Company have or be subject to any liability to Employee under or based on this paragraph (h). (i) The provisions of this Section 7(a) 3.3 shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawssurvive the termination of Employee's employment hereunder.

Restricted Stock Grant. (ai) Upon Executive shall receive as of the execution date hereof an award of this Agreementthat number of restricted shares (the “Restricted Shares”) of Employer, you consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding May 1, 2009, yields the aggregate sum of Five Million Dollars ($5,000,000). Subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be awarded 200,000 subject to the terms of Employer’s Restricted Share Plan. Executive shall become fully vested in the shares of restricted common stock of the Company granted pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vestforegoing sentence, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award all restrictions shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable lapse, on December 31May 1, 2002, and 2016. (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding An award document evidencing the foregoing and except as otherwise provided in Section 7(bRestricted Share grant (the “Award Document”) below, any unvested shares shall be forfeited provided to Executive by you Employer within 30 days of the date of execution hereof. The Award Document shall provide that (1) upon Employee’s Termination of Employment as a result of death, disability, reaching retirement age, Change in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction Control (as defined in the 1997 PlanArticle II, Section 6 below) or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive shall terminate and Executive shall become fully vested in the event your Award; and (2) if the stock of Employer at any time during the restricted period ceases to be publicly traded, then Employee shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer stock from the exchange, equal to the number of shares of Restricted Stock of Employer held by Executive as of the delisting of the stock, times the greater of (a) the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (b) the average share price of Employer stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the excess amount shall be paid the earlier of (A) six (6) months following termination of employment with or (B) death. The foregoing subparagraph (2) shall not apply if the Company is terminated stock of Employer ceases to be publicly traded (i) by reason as a result of your death Employer having made a general assignment for the benefit of creditors, been adjudicated as bankrupt or Total Disabilityinsolvent, as defined or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the 1997 Plan, material allegations of a petition filed against Employer in bankruptcy or (ii) by following the Company for consummation of a transaction or series of transactions which results in Fairfax Financial Holdings Limited (“Fairfax”) or any reason other than for Cause, as defined in your Executive Employment Agreement, orof its subsidiaries acquiring direct or indirect beneficial ownership of all or substantially all of the outstanding common stock of Employer. (iii) Employer will take whatever action necessary, including, without limitation, amendment of the Odyssey Re Holdings Corp. Restricted Share Plan, to ensure that the issuance of Restricted Shares by you Employer to Executive does not exceed the maximum number of shares available for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawssuch purpose.

Restricted Stock Grant. (a) Upon execution of this Agreement, you You shall be awarded 200,000 granted 20,000 shares of restricted common stock (“Restricted Stock”) of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan Company, as then in effect (the "1997 Plan")soon as possible after this Agreement is executed. Such shares are subject to all The terms of the 1997 Restricted Stock grant shall be set by the Compensation Committee of the Board and stated in a separate Restricted Stock agreement which both parties will sign in accordance with the terms of the Company’s 1996 Stock Option/Stock Issuance Plan and (the “Plan”), a copy of a restricted stock award agreement between you which has been delivered to you. 5,000 shares of the Restricted Stock shall vest on the third anniversary of the Effective Date, and the Company in remaining 15,000 shares of the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award Restricted Stock shall vest and become nonforfeitable as follows: (i) 100,000 5,000 of such shares of Restricted Stock shall vest annually at the end of fiscal 2006, fiscal 2007 and become nonforfeitable on December 31fiscal 2008, 2002respectively, provided that you satisfy such objective factors and performance criteria to be established by the Compensation Committee, in its sole discretion, for such fiscal years in the manner described in the Restricted Stock grant documents, which criteria may include: (1) the Company’s financial performance; and (ii2) 100,000 shares other objectives established specifically for you. Any unvested Restricted Stock shall automatically vest and become nonforfeitable on December 31, 2003at the end of fiscal 2008 if you are still employed by the Company. Notwithstanding the foregoing vesting schedule, the Restricted Stock shall become fully vested and non-forfeitable if within one year of the effective date of a “Change in Control,” a “Corporate Transaction,” or a “Hostile Take-Over,” as such terms are defined in the Plan, whichever event shall first occur, you are either terminated without Cause or demoted from the positions of President or Chief Executive Officer of Westaff and notwithstanding any assumption, substitution or replacement of such grant in connection with such event. The Company and you agree that this grant of Restricted Stock is a bonus to reward you for your past performance as an executive officer of the Company and certain of its subsidiaries. Upon termination of your employment, except as otherwise provided in this Section 7(b) below, any regarding a “Change in Control” a “Corporate Transaction,” or a “Hostile Take-Over,” all unvested shares Restricted Stock shall be forfeited by you in to the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment AgreementCompany. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.

Restricted Stock Grant. (i) As consideration for entering into this Agreement, Executive shall receive an award of that number of restricted shares (the “Restricted Shares”) of Employer, consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding July 31, 2009, yields the aggregate sum of One Million Dollars ($1,000,000), and, subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be subject to the terms of Employer’s Restricted Share Plan (the “Restricted Share Plan”). Executive shall become vested in the shares granted pursuant to the foregoing sentence, and all restrictions shall lapse, on August 15, 2012. (ii) An award document evidencing the foregoing Restricted Share grant (the “Award Document”) shall be provided to Executive by Employer within 30 days of the date of execution hereof. The Award Document shall provide that (a) Upon execution upon Executive’s Termination of this AgreementEmployment as a result of death, you disability, reaching retirement age, Change in Control (as defined in Article II, Section 7 below), termination by Executive as a result of a Constructive Termination (as defined in Article II, Section 4 below), or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive thereunder (an “Award”) shall terminate and Executive shall become fully vested in such Award; and (b) if the stock of Employer at any time during the restricted period ceases to be awarded 200,000 publicly traded, then Executive shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer stock from the exchange, equal to the number of shares of restricted common stock Restricted Stock of Employer granted under the Award Document and held by Executive as of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms delisting of the 1997 Plan and stock times the greater of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (ii) 100,000 shares shall vest the average share price of Employer stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, Executive is a “specified employee” as defined in your Executive Employment Agreement. Section 409A of the Code, the excess amount shall be paid the earlier of (A) six (6) months following termination of employment, or (B) death. The foregoing subparagraph (b) Notwithstanding shall not apply if the foregoing, immediately prior stock of Employer ceases to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated be publicly traded (i) by reason as a result of your death Employer having made a general assignment for the benefit of creditors, been adjudicated as bankrupt or Total Disabilityinsolvent, as defined or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the 1997 Plan, material allegations of a petition filed against Employer in bankruptcy or (ii) by following the Company for consummation of a transaction or series of transactions which results in Fairfax Financial Holdings Limited (“Fairfax”) or any reason other than for Cause, as defined in your Executive Employment Agreement, orof its subsidiaries acquiring direct or indirect beneficial ownership of all or substantially all of the outstanding common stock of Employer. (iii) Employer will take whatever action necessary, including, without limitation, amendment of the Restricted Share Plan, to ensure that the issuance of Restricted Shares by you for Good Reason, as defined in your Employer to Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsthe Award Document does not exceed the maximum number of shares available for such purpose.

Restricted Stock Grant. Pursuant to the terms of the Company's 2000 Stock Plan, as amended (athe "PLAN"), the Company shall grant to the Executive the right to receive a total of one hundred seventy-nine thousand seven hundred (179,700) Upon execution of this Agreement, you shall be awarded 200,000 shares of restricted the common stock of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 PlanCOMMON STOCK") which right shall vest as to 179,700 shares on the date forty-two months following the Effective Date, provided that the Executive remains a full time employee of the Company without break or interruption in service. Any shares subject to the restricted stock grant that have vested will be issued to the Executive on the earlier of (a) the Executive's separation from service (as such term is used in Section 409A(a)(2)(A)(i)) of the Internal Revenue Code of 1986, as amended (the "CODE"). Such shares are subject to all terms ), provided that, if the Executive's separation occurs on a date during which executive officers of the 1997 Plan and Company are prohibited by Company policy or applicable securities or exchange rules from trading the stock of a restricted stock award agreement between you and the Company in Company, the form attached hereto as Exhibit A. Such vested shares are subject to a restrictive legend to the effect that the shares may shall not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of issued until the shares vest, next business day during which trading is not prohibited; and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) forty-eight (48) months from the Effective Date; provided that, if the forty-eight month anniversary of the Effective Date occurs on a date during which executive officers of the Company are prohibited by Company policy or applicable securities or exchange rules from trading the stock of the Company, the vested shares shall not be issued until the next business day during which trading is not prohibited. Notwithstanding the foregoing, immediately prior to the issuance of the vested shares shall be made in a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment manner that complies with the Company is terminated requirements of Code Section 409A, which may include, without limitation, deferring the issuance of such shares for six (i6) by reason months after the Executive's separation from service; provided, however, that nothing in this sentence shall require the issuance of your death or Total Disability, as defined in vested shares to the 1997 Plan, (ii) by the Company for any reason other Executive earlier than for Cause, as defined in your Executive Employment they would otherwise be issued under this Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.

Restricted Stock Grant. (a) Upon execution The Company shall cause Employee to be granted an aggregate of this Agreement, you shall be awarded 200,000 300,000 shares of restricted common stock of the Company pursuant to the Orbital Sciences Corporation 1997 1998 Stock Option and Incentive Plan as then in effect (the "1997 PlanRestricted Stock"). Such , to be allocated as provided below, provided that such shares are subject to all terms of available for grant under the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws1998 Stock Incentive Plan. The restricted stock award Company shall vest and become nonforfeitable as follows: cause Employee to be granted (i) 100,000 shares shall vest and become nonforfeitable on of the Restricted Stock in December 31of 2004 (or as many of such shares as are available to grant under the 1998 Stock Incentive Plan at such time), 2002, and (ii) 100,000 shares of the Restricted stock in January of 2005 and (iii) any deficiency in the number of shares required to bring the total grant to 300,000 shares of the Restricted Stock (or as many of such shares as are available to grant under the 1998 Stock Incentive Plan) on the earlier to occur of (1) the date following the next meeting of the shareholders of the Company after the Effective Date at which the shareholders approve an amendment to the 1998 Stock Incentive Plan increasing the annual grant limit under such plan or (2) January of 2006, with any deficiency to be made up as soon as possible pursuant to the terms of the 1998 Stock Incentive Plan. The Employer shall take all action necessary to ensure that the grant of Restricted Stock contemplated by clause (iii) above is permitted under the 1998 Stock Incentive Plan on the date immediately following the date of the next meeting of the shareholders of the Company after the Effective Date, subject to the approval of such shareholders. The Restricted Stock shall be subject to such terms and conditions as are set forth in this Agreement and the other terms and conditions of the 1998 Stock Incentive Plan. Until it shall become vested in accordance with the provisions of this Agreement, the Restricted Stock shall be forfeitable and non-transferable. The Restricted Stock shall vest and become nonforfeitable as follows: 60,000 shares of the Restricted Stock that are not yet vested shall vest on December 31, 20032005; 60,000 shares of the Restricted Stock that are not yet vested shall vest on December 31, 2006; 60,000 shares of the Restricted Stock that are not yet vested shall vest on December 31, 2007; 60,000 shares of the Restricted Stock that are not yet vested shall vest on December 31, 2008; 60,000 shares of the Restricted Stock that are not yet vested shall vest on December 31, 2009, in each case subject to the continued employment of Employee on such date. Notwithstanding anything contained to the foregoing and except as otherwise provided in Section 7(b) belowcontrary herein, any unvested shares shall be forfeited if Employee's employment is terminated by you in the event you terminate your employment with the Company or the Company terminates your employment Employer for reasons other than "Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction " (as defined in the 1997 PlanSection 5 below) or Employee terminates his employment under this Agreement under the circumstances described in Section 5(g) or Employee terminates his employment under this Agreement within the six-month period immediately following a "Change in Control" (as defined below), by providing written notice of such termination to the Employer, all Restricted Stock previously granted to Employee shall immediately vest. Notwithstanding anything contained to the contrary herein, in the event your that any portion of the Restricted Stock has not been granted to Employee at the time that Employee's employment with the Company is terminated (i) terminated by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company Employer for any reason reasons other than for CauseCause or Employee terminates his employment under this Agreement under the circumstances described in Section 5(g) or Employee terminates his employment under this Agreement within the six-month period immediately following a Change in Control, as defined in your Executive Employment AgreementEmployee shall retain the right hereunder to receive an economically equivalent arrangement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then such arrangement to be reasonably agreed upon between Employer and Employee. Employee shall be entitled to vote all restricted shares granted to you him pursuant to Section 7(a) shall become immediately this Restricted Stock Grant, irrespective of whether they are vested and nonforfeitableor not. Notwithstanding anything contained to the contrary herein, with no restrictions on transferability other than any options granted to Employee pursuant to applicable securities lawsany agreement between the Employer and Employee shall immediately vest if Employee terminates his employment under this Agreement within the six-month period immediately following a "Change in Control" (as defined below), by providing written notice of such termination to the Employer.

Restricted Stock Grant. (ai) Upon Executive shall receive as of the date hereof an award of that number of Restricted Shares of Employer, consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding the date of execution hereof, yields the aggregate sum of this AgreementOne Million Dollars ($1,000,000), you and, subject to subparagraph (ii) below, the foregoing grant (the “Incentive Bonus”) shall be awarded 200,000 subject to the terms of Employer’s Restricted Share Plan. Executive shall become vested in the shares of restricted common stock of the Company granted pursuant to the Orbital Sciences Corporation 1997 Stock Option foregoing sentence, and Incentive Plan as then in effect all restrictions shall lapse, on August 15, 2007 with respect to twenty percent (the "1997 Plan"). Such shares are subject to all terms 20%) of the 1997 Plan Restricted Shares and on each anniversary thereafter with respect to an additional twenty percent (20%) of a restricted stock the Restricted Shares such that on August 15, 2011 all restrictions on the Restricted Shares constituting the Incentive Bonus shall lapse. (ii) A copy of the award agreement between you and document relating to the Company in the form Incentive Bonus (“Award Document”) is attached hereto as Exhibit A. Such shares are subject The Award Document provides that (a) upon Executive’s Termination of Employment as a result of death, disability, reaching retirement age, Change in Control (as defined in Article II, Section 7 below), termination by Executive as a result of a Constructive Termination (as defined in Article II, Section 4 below), or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive thereunder shall terminate and Executive shall become fully vested in such Award; and (b) if the stock of Employer at any time during the restricted period ceases to be publicly traded, then Executive shall have the option to receive a restrictive legend cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer stock from the exchange, equal to the effect that number of shares of Restricted Stock of Employer granted under the shares may not be sold, transferred, assigned, pledged Award Document and held by Executive as of otherwise encumbered or disposed the delisting of until the shares vest, and then only to stock times the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: greater of (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (ii) 100,000 shares shall vest and become nonforfeitable the average share price of Employer stock (based on December 31, 2003end of business day values) over the forty-five (45) trading day period prior to delisting. Notwithstanding the The foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. subparagraph (b) Notwithstanding shall not apply if the foregoingstock of Employer ceases to be publicly traded as a result of Employer having made a general assignment for the benefit of creditors, immediately prior been adjudicated as bankrupt or insolvent, or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the material allegations of a Terminating Transaction (as defined petition filed against Employer in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, orbankruptcy. (iii) Employer will take whatever action necessary, including, without limitation, amendment of the Odyssey Re Holdings Corp. Restricted Share Plan, to ensure that the issuance of Restricted Shares by you for Good Reason, as defined in your Employer to Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsthe Award Documents does not exceed the maximum number of shares available for such purpose.

Restricted Stock Grant. (i) Executive shall receive, as of the execution date hereof, an award consisting of that number of restricted shares of Employer’s common stock, par value $.01 per share (“Restricted Shares”), which, when multiplied by the simple average of the closing prices of Employer’s common stock on the New York Stock Exchange on the twenty (20) business days next preceding May 1, 2009, yields the aggregate sum of One Million Five Hundred Thousand Dollars ($1,500,000), and, subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be subject to the terms of the Employer’s Restricted Share Plan (the “Restricted Share Plan”). Executive shall become fully vested in the shares granted pursuant to the foregoing sentence, and all restrictions on the Restricted Shares shall lapse, on May 1, 2014. (ii) An award document evidencing the foregoing Restricted Share grant (the “Award Document”) shall be provided to Executive by Employer within 30 days of the date of execution hereof. The Award Document shall provide that (a) Upon execution upon Executive’s Termination of this AgreementEmployment as a result of death, you disability, reaching retirement age, Change in Control (as defined in Article II, Section 6 below), termination by Executive as a result of a Constructive Termination (as defined in Article II, Section 4 below), or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive thereunder (an “Award”) shall terminate and Executive shall become fully vested in such Award; and (b) if the stock of Employer at any time during the restricted period ceases to be awarded 200,000 publicly traded, then Executive shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer’s stock from the exchange, equal to the number of shares of restricted common stock Restricted Stock granted under the Award Document and held by Executive as of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms delisting of the 1997 Plan and stock, times the greater of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, the share price of Employer’s stock as of the close of business forty-five (45) trading days prior to its delisting and (ii) 100,000 shares shall vest the average share price of Employer’s stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, Executive is a “specified employee” as defined in your Executive Employment Agreement. Section 409A of the Code, the excess amount shall be paid the earlier of (A) six (6) months following termination of employment, or (B) death. The foregoing subparagraph (b) Notwithstanding shall not apply if the foregoing, immediately prior stock of Employer ceases to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated be publicly traded (i) by reason as a result of your death Employer having made a general assignment for the benefit of creditors, been adjudicated as bankrupt or Total Disabilityinsolvent, as defined or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the 1997 Plan, material allegations of a petition filed against Employer in bankruptcy or (ii) by following the Company for consummation of a transaction or series of transactions which results in Fairfax Financial Holdings Limited (“Fairfax”) or any reason other than for Cause, as defined in your Executive Employment Agreement, orof its subsidiaries acquiring direct or indirect beneficial ownership of all or substantially all of the outstanding common stock of Employer. (iii) by you for Good ReasonEmployer will take whatever action necessary, as defined in your including, without limitation, requesting amendment of the Restricted Share Plan, to ensure that the issuance of Restricted Shares to Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawsthe Award Document does not exceed the maximum number of shares available for such purpose.

Restricted Stock Grant. (a) Upon the execution of this Agreement, you shall be awarded 200,000 and subject to the availability of sufficient shares of restricted common stock of under the Company’s 2007 Stock Incentive Plan (“Plan”) as more fully detailed below, the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms of the 1997 Plan and of shall grant a restricted stock award agreement to Executive of 1,250,000 shares of the Company’s common stock, par value $0.001 per share (the “Restricted Shares”) in accordance with the terms, and subject to the conditions, of the Restricted Stock Agreements of even date herewith, between you and the Company and Executive. The Board may, in its sole discretion, award Executive additional annual stock grants during the Term. Under the Restricted Stock Agreements, the Restricted Shares shall vest with respect to 279, 167 shares on September 30, an additional 279,166 shares on September 30, 2011, and 279,167 shares on September 30, 2012, so long as Executive is employed on the vesting date (the “Time-Vesting Shares”). The remaining shares will vest based on Proved Reserves and TSR Performance, in accordance with the applicable award agreement (the “Performance Shares”). In the event there are insufficient shares available under the Plan to grant the full number of Restricted Shares set forth above, available shares in the form attached hereto as Exhibit A. Such shares are subject Plan shall first be used to a restrictive legend to issue the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, Time-Vesting Shares and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested remaining shares shall be forfeited by you used to issue the Performance Shares. The Company may, in its discretion, allocate available shares proportionately between its obligations to Executive under the Restricted Stock Agreements and its obligations to Xxxxx Xxxxx under its restricted stock agreements with Xxxxx Xxxxx of even date herewith. Any shortfall in the event you terminate your employment with number of shares issued shall be remedied no later than ten (10) days after additional shares become available under the Plan. If no such additional shares become available under the Plan, the Company or may offer alternative compensation in satisfaction of its obligations under the Company terminates your employment for CauseRestricted Stock Agreements, as defined in your but Executive Employment is not obligated to accept such alternative compensation and may elect to exercise any remedies available to Executive under this Agreement. (b) Notwithstanding . For purposes of this paragraph, the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.following terms apply:

Restricted Stock Grant. Rubicon shall issue to Xxxxxxx Fifty Thousand (a50,000) Upon shares of Rubicon’s restricted common stock over a three-year period as follows: 3.2.1 One Thousand Three Hundred Eighty-Nine (1,389) shares shall be issued on or before the fifth day of each month subsequent month following execution of this Agreement, you with the final issuance occurring in September 2010, assuming Xxxxxxx remains employed for the entire Term of this Agreement and continues to be employed by Rubicon or any of its subsidiaries for the entire thirty-six (36) month period (i.e. – should Xxxxxxx’x employment be terminated the subsequent monthly issuance shall be awarded 200,000 void and Xxxxxxx will only retain any shares issued through the termination date of restricted common stock of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan")his employment. Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be soldFor example, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable if Xxxxxxx’x employment is terminated on December 31, 20022007, Xxxxxxx shall be entitled to and (ii) 100,000 be issued four installments [5,556 shares] the remaining 44,444 shares shall vest not be issued and the agreement to issue shall become nonforfeitable on December 31null and void); and 3.2.2 Assuming Xxxxxxx remains employed by Rubicon or any of its subsidiaries, 2003the final issuance following the 36-month period shall be for One Thousand Three Hundred Eighty-Five (1,385) shares. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested The certificates evidencing such shares shall be forfeited by you in contain the event you terminate your employment with the Company or the Company terminates your employment for Causefollowing restrictive legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as defined in your Executive Employment AgreementAS AMENDED, (THE “ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.

Restricted Stock Grant. (ai) Upon Executive shall receive as of the execution date hereof an award of this Agreementthat number of restricted shares (the “Restricted Shares”) of Employer, you consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding May 1, 2009, yields the aggregate sum of Five Million Dollars ($5,000,000). Subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be awarded 200,000 subject to the terms of Employer’s Restricted Share Plan. Executive shall become fully vested in the shares of restricted common stock of the Company granted pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms of the 1997 Plan and of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vestforegoing sentence, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award all restrictions shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable lapse, on December 31May 1, 2002, and 2016. (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding An award document evidencing the foregoing and except as otherwise provided in Section 7(bRestricted Share grant (the “Award Document”) below, any unvested shares shall be forfeited provided to Executive by you Employer within 30 days of the date of execution hereof. The Award Document shall provide that (1) upon Employee’s Termination of Employment as a result of death, disability, reaching retirement age, Change in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction Control (as defined in the 1997 PlanArticle II, Section 6 below) or in the event your employment with the Company is terminated termination by Employer for reasons other than For Cause (i) by reason of your death or Total Disability, as defined in Article II, Section 3 below) the 1997 Plan, restricted period applicable to any Restricted Shares granted to Executive shall terminate and Executive shall become fully vested in the Award; and (ii2) if the stock of Employer at any time during the restricted period ceases to be publicly traded, then Employee shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the Company for any reason other than for Causedelisting of Employer stock from the exchange, equal to the number of shares of Restricted Stock of Employer held by Executive as of the delisting of the stock, times the greater of (a) the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (b) the average share price of Employer stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and Executive is a “specified employee” as defined in your Executive Employment AgreementSection 409A of the Internal Revenue Code of 1986, oras amended (the “Code”), the excess amount shall be paid the earlier of (A) six (6) months following termination of employment or (B) death. The foregoing subparagraph (2) shall not apply if the stock of Employer ceases to be publicly traded as a result of Employer having made a general assignment for the benefit of creditors, been adjudicated as bankrupt or insolvent, or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency law or having filed an answer admitting the material allegations of a petition filed against Employer in bankruptcy. (iii) Employer will take whatever action necessary, including, without limitation, amendment of the Odyssey Re Holdings Corp. Restricted Share Plan, to ensure that the issuance of Restricted Shares by you Employer to Executive does not exceed the maximum number of shares available for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawssuch purpose.

Restricted Stock Grant. The Company shall deliver to the trustee of the Rabbi Trust 50,000 restricted shares of Company Common Stock (athe "Restricted Stock Grant") Upon execution to be held in a separate share known as "Account B." The Restricted Stock Grant shares shall become eligible for termination of this Agreementrestrictions (i.e., you become available for distribution to Executive) in 10,000 share increments on the first through the fifth anniversaries of the Effective Date (each a "Restricted Stock Grant Eligibility Date"). Elimination of restrictions on eligible Restricted Stock Grant shares shall occur upon the Creative Content Group achieving, on the Restricted Stock Grant Eligibility Date to which such eligible shares relate, the performance targets to be determined by the parties hereto (which when so determined shall be awarded 200,000 attached as Exhibit D hereto). Should Executive fail to achieve the aforesaid performance targets set forth in Exhibit D on any Restricted Stock Grant Eligibility Date, the eligible shares shall cumulate and the restrictions shall be removed on all eligible shares if the performance goals are met on a subsequent Restricted Stock Grant Eligibility Date. Restricted Stock Grant shares not otherwise eligible for termination of restrictions shall be subject to accelerated removal of restrictions on each Restricted Stock Grant Eligibility Date with respect to an additional 10,000 shares of restricted common stock Restricted Stock upon the attainment of the Company performance targets set forth in Exhibit D as well as the performance targets set forth on Exhibit C. The Restricted Stock Grant shall be granted pursuant to the Orbital Sciences Corporation Company's 1997 Stock Option and Incentive Plan Plan, as then in effect (the "1997 Plan"). Such shares are amended, and as may hereafter be further amended, and shall otherwise be subject to all the terms of the 1997 Plan and of a restricted stock award grant agreement between you and the Company and Executive in the form prescribed for Company executives generally, which form is attached hereto as Exhibit A. Such shares are subject E. If a restriction terminates as to a restrictive legend 10,000 share increment, the trustee of the Rabbi Trust shall deliver such shares to Executive unless Section 6 herein requires that the distribution be deferred. If distribution is deferred, the Restricted Stock Grant shall continue to be held in Account B of the Rabbi Trust, until distribution is made in accordance with Section 6(d) hereof. Nothing herein shall, however, prevent the trustee of the Rabbi Trust upon the direction of the Company, which shall be made only after consultation with Executive, from selling unrestricted shares held in Account B and reinvesting the proceeds in other investments selected by Company (in which event the benefit under this paragraph (b) shall be determined by reference to the effect that the shares may not be sold, transferred, assigned, pledged value of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities lawssuch substituted assets). The restricted stock award shall vest and become nonforfeitable Except as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b9(e) belowand 10(b), if Executive's employment is terminated, any unvested shares shall be forfeited by you Restricted Stock held in the event you terminate your employment with Rabbi Trust, the Company or restrictions of which have not been eliminated, will be delivered to the Company terminates your employment for Cause, as defined in your Executive Employment AgreementCompany. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.

Restricted Stock Grant. (ai) Upon Executive shall receive as of the date hereof an award of that number of restricted shares (the “Restricted Shares”) of Employer, consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding the date of execution hereof, yields the aggregate sum of this AgreementFive Million Dollars ($5,000,000.). Subject to subparagraph (ii) below, you the foregoing grant shall be awarded 200,000 subject to the terms of Employer’s Restricted Share Plan. Employer shall become vested in the shares of restricted common stock of the Company granted pursuant to the Orbital Sciences Corporation 1997 Stock Option foregoing sentence, and Incentive Plan as then in effect all restrictions shall lapse, on June 30, 2006 with respect to twenty percent (the "1997 Plan"). Such shares are subject to all terms 20%) of the 1997 Plan Restricted Shares and on each anniversary thereafter with respect to an additional twenty percent (20%) of the Restricted Shares such that on June 30, 2010 all restriction on the Restricted Shares shall lapse. (ii) The Award Document, a restricted stock award agreement between you and the Company in the form copy of which is attached hereto as Exhibit A. Such shares are subject to a restrictive legend A, shall be substantially similar in form to the effect Award Document previously issued to Executive upon the award to him by Employer of Restricted Stock in 2004; provided, however, that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award Award Document shall vest and become nonforfeitable as follows: provide that (i) 100,000 shares shall vest and become nonforfeitable on December 31upon Employee’s Termination of Employment as a result of death, 2002disability, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31reaching retirement age, 2003. Notwithstanding the foregoing and except as otherwise provided Change in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, as defined in your Executive Employment Agreement. (b) Notwithstanding the foregoing, immediately prior to a Terminating Transaction Control (as defined in the 1997 PlanArticle II, Section 6 below) or in the event your employment with the Company is terminated termination by Employer for reasons other than For Cause (i) by reason of your death or Total Disability, as defined in Article II, Section 3 below) the 1997 Plan, restricted period applicable to any Restricted Shares granted to Executive shall terminate and Executive shall become fully vested in the Award; and (ii2) if the stock of Employer at any time during the restricted period ceases to be publicly traded, then Employee shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the Company delisting of Employer stock from the exchange, equal to the number of shares of Restricted Stock of Employer held by Executive as of the delisting of the stock times the greater of (a) the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (b) the average share price of Employer stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. The foregoing subparagraph (2) shall not apply if the stock of Employer ceases to be publicly traded as a result of Employer having made a general assignment for the benefit of creditors, been adjudicated as bankrupt or insolvent, or having filed a voluntary petition in bankruptcy, a petition or answer seeking an arrangement with creditors or to take advantage of any reason other than for Cause, as defined insolvency law or having filed an answer admitting the material allegations of a petition filed against Employer in your Executive Employment Agreement, orbankruptcy. (iii) Employer will take whatever action necessary, including, without limitation, amendment of the Odyssey Re Holdings Corp. Restricted Share Plan, to ensure that the issuance of Restricted Shares by you Company to Executive does not exceed the maximum number of shares available for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities lawssuch purpose.

Restricted Stock Grant. (a) Upon the execution of this Agreement, you shall be awarded 200,000 and subject to the availability of sufficient shares of restricted common stock of under the Company’s 2007 Stock Incentive Plan (“Plan”) as more fully detailed below, the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms of the 1997 Plan and of shall grant a restricted stock award agreement to Executive of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Restricted Shares”) in accordance with the terms, and subject to the conditions, of the Restricted Stock Agreements of even date herewith, between you and the Company and Executive. The Board may, in its sole discretion, award Executive additional annual stock grants during the Term. Under the Restricted Stock Agreements, the Restricted Shares shall vest with respect to 223, 334 shares on September 30, 2010, an additional 223,333 shares on September 30, 2011, and 223,333 shares on September 30, 2012, so long as Executive is employed on the vesting date (the “Time-Vesting Shares”). The remaining shares will vest based on Proved Reserves and TSR Performance, in accordance with the applicable award agreement (the “Performance Shares”). In the event there are insufficient shares available under the Plan to grant the full number of Restricted Shares set forth above, available shares in the form attached hereto as Exhibit A. Such shares are subject Plan shall first be used to a restrictive legend to issue the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, Time-Vesting Shares and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, and (ii) 100,000 shares shall vest and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested remaining shares shall be forfeited by you used to issue the Performance Shares. The Company may, in its discretion, allocate available shares proportionately between its obligations to Executive under the Restricted Stock Agreements and its obligations to Xxxxx Xxxx under its restricted stock agreements with Xxxxx Xxxx of even date herewith. Any shortfall in the event you terminate your employment with number of shares issued shall be remedied no later than ten (10) days after additional shares become available under the Plan. If no such additional shares become available under the Plan, the Company or may offer alternative compensation in satisfaction of its obligations under the Company terminates your employment for CauseRestricted Stock Agreements, as defined in your but Executive Employment is not obligated to accept such alternative compensation and may elect to exercise any remedies available to Executive under this Agreement. (b) Notwithstanding . For purposes of this paragraph, the foregoing, immediately prior to a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.following terms apply:

Restricted Stock Grant. (i) As consideration for entering into this Agreement, Executive shall receive an award of that number of restricted shares (the “Restricted Shares”) of Employer, consisting of its Common Stock, par value $.01 per share, which when multiplied by the simple average of the closing prices of such common stock on the New York Stock Exchange on the twenty (20) business days next preceding July 31, 2009, yields the aggregate sum of One Million Dollars ($1,000,000), and, subject to subparagraphs (ii) and (iii) below, the foregoing grant shall be subject to the terms of Employer’s Restricted Share Plan (the “Restricted Share Plan”). Executive shall become vested in the shares granted pursuant to the foregoing sentence, and all restrictions shall lapse, on August 15, 2012. (ii) An award document evidencing the foregoing Restricted Share grant (the “Award Document”) shall be provided to Executive by Employer within 30 days of the date of execution hereof. The Award Document shall provide that (a) Upon execution upon Executive’s Termination of this AgreementEmployment as a result of death, you disability, reaching retirement age, Change in Control (as defined in Article II, Section 7 below), termination by Executive as a result of a Constructive Termination (as defined in Article II, Section 4 below), or termination by Employer for reasons other than For Cause (as defined in Article II, Section 3 below) the restricted period applicable to any Restricted Shares granted to Executive thereunder (an “Award”) shall terminate and Executive shall become fully vested in such Award; and (b) if the stock of Employer at any time during the restricted period ceases to be awarded 200,000 publicly traded, then Executive shall have the option to receive a cash payment, payable by Employer within ten (10) days following written notice from Executive no later than thirty (30) days following the delisting of Employer stock from the exchange, equal to the number of shares of restricted common stock Restricted Stock of Employer granted under the Award Document and held by Executive as of the Company pursuant to the Orbital Sciences Corporation 1997 Stock Option and Incentive Plan as then in effect (the "1997 Plan"). Such shares are subject to all terms delisting of the 1997 Plan and stock times the greater of a restricted stock award agreement between you and the Company in the form attached hereto as Exhibit A. Such shares are subject to a restrictive legend to the effect that the shares may not be sold, transferred, assigned, pledged of otherwise encumbered or disposed of until the shares vest, and then only to the extent permitted by applicable federal and state securities laws. The restricted stock award shall vest and become nonforfeitable as follows: (i) 100,000 shares shall vest and become nonforfeitable on December 31, 2002, the share price of Employer stock as of the close of business forty-five (45) trading days prior to its delisting and (ii) 100,000 shares shall vest the average share price of Employer stock (based on end of business day values) over the forty-five (45) trading day period prior to delisting. To the extent the cash payment exceeds the fair market value of the stock at the time of payment and become nonforfeitable on December 31, 2003. Notwithstanding the foregoing and except as otherwise provided in Section 7(b) below, any unvested shares shall be forfeited by you in the event you terminate your employment with the Company or the Company terminates your employment for Cause, Executive is a “specified employee” as defined in your Executive Employment Agreement. Section 409A of the Code, the excess amount shall be paid the earlier of (A) six (6) months following termination of employment, or (B) death. The foregoing subparagraph (b) Notwithstanding shall not apply if the foregoing, immediately prior stock of Employer ceases to be publicly traded as a Terminating Transaction (as defined in the 1997 Plan) or in the event your employment with the Company is terminated (i) by reason result of your death or Total Disability, as defined in the 1997 Plan, (ii) by the Company for any reason other than for Cause, as defined in your Executive Employment Agreement, or (iii) by you for Good Reason, as defined in your Executive Employment Agreement, then all restricted shares granted to you pursuant to Section 7(a) shall become immediately vested and nonforfeitable, with no restrictions on transferability other than pursuant to applicable securities laws.Employer having made