Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements: 6.3.1 The new election may not take effect until at least 12 months after the date on which the new election is made. 6.3.2 If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the first payment for a period of at least five years from the date such payment would otherwise have been made. 6.3.3 If the new election relates to a payment from the In-Service Account or Education Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account. For purposes of this Section 6.3 and Section 6.4, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.

Subsequent Elections. Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following requirements: (a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made; (b) Each subsequent Election related to a distribution upon separation from service, a specified time, or a Change in Control must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and (c) No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve (12) months prior to the date the first scheduled payment would otherwise be made.

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Subsequent Elections. In the event that you do not make an election pursuant to the Immediate Election matrix set forth above, you will have the opportunity to make a Supplemental Election at a later date. In addition, if you made an Immediate Election, you can modify this election pursuant to a Subsequent Election. However, the rules with respect to Subsequent Elections are more restrictive than the rules associated with the Immediate Election. Any Subsequent Election to change a prior deferral election or to make a new deferral election must be made no less than 12 full months prior to the date the RSU in question would otherwise be payable. In addition, the election must provide for an additional deferral period of at least five years. For example, if you wish to make a Subsequent Election with respect to an RSU that would otherwise be payable on March 10, 2008, you would have to make your deferral election prior to March 10, 2007 with respect to the RSU and the deferral period would have to be no less than 5 years (at least through March 10, 2013). If you make a Subsequent Election but you die prior to the date elected in the Subsequent Election, the payment will be made as soon as practicable after your death. By executing this Agreement, you hereby agree that the grant of your RSU award is subject to all the provisions of Plan and to the Standard Terms and Conditions. You also agree to any Immediate Election you made above. Should you have any questions with respect to this document or the rules pertaining to the RSU, please contact a Company representative. By: By: Name: Name: Title: Address: These Standard Terms and Conditions apply to any Award of Restricted Stock Units granted to a Participant under The Advisory Board Company 2005 Stock Incentive Plan or 2006 Stock Incentive Plan (each, a “Plan”), which are evidenced by an Award Agreement for Restricted Stock Units or an action of the Administrator that specifically refers to these Standard Terms and Conditions. Certain capitalized terms not otherwise defined herein are defined in the Plan.

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Subsequent Elections. At the annual meeting of stockholders for the calendar years 2003, 2004 and 2005, GOF, each Non-GOF Holder, Xxxxxx (as long as he is a director) and Xxxx (as long as he is a director) each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect to the Board of Directors the GOF Board Members, Non-GOF Board Members and ZB Board Members sitting on the Board of Directors on the date immediately preceding such meeting; provided that if there shall be any vacancy on the Board of Directors on the date immediately preceding such meeting as the result of the removal, resignation, death, disability or otherwise of a GOF Board Member, Non-GOF Board Member or ZB Board Member, GOF, each Non-GOF Holder, Xxxxxx and Xxxx each shall vote or cause to be voted all shares of Common Stock and other voting equity owned by him or it, or over which he or it has voting control, and otherwise use its respective best efforts, so as to nominate and elect a successor designated by GOF, if the director was a GOF Board Member, designated by the remaining Non-GOF Board Member, if the director was a Non-GOF Board Member and designated by the remaining ZB Board Member, if the director was a ZB Board Member; provided that (i) GOF shall not be required to vote, or cause to be voted, the shares of Common Stock or other voting equity owned by it or over which it has voting control, or use its best efforts, to nominate or elect any proposed director if such proposed director was previously removed from the Board of Directors in accordance with the terms of this Agreement, and (ii) upon the removal of any ZB Board Member pursuant to Sections 4.2(c) or (d), the remaining ZB Board Member shall not have the right to designate a successor to the removed ZB Board Member.

Subsequent Elections. At each annual meeting of stockholders of Money, each Stockholder shall vote all shares of Common Stock beneficially owned by him as to nominate and elect the Stockholder Board Members to Money’s Board of Directors.

Subsequent Elections. A Participant may not delay or change the method of payment of the Deferred Compensation Account.

Subsequent Elections. Under prior law, generally an employee and an employer were able to renegotiate the payment of the nonqualified deferred compensation at any time prior to the date the amount was payable without causing the employee to be in constructive receipt of the deferred amounts.45 For example, if a nonqualified deferred compensation plan provided that a participant was to receive a payment on July 1, the participant and employer could renegotiate the payment date through June 30. The participant was not in constructive receipt of the deferred payment because the payment was not due until July 1 even if the employer was able to pay the deferred amount earlier. I. R.C. § 409A provides a very detailed structure for permissible subsequent deferrals.46 There are three separate requirements that must be met in order for the subsequent deferral to be respected for § 409A purposes. First, a subsequent election to further postpone payment of nonqualified deferred compensation must be made 12 months before the compensation is payable.47 Second, the “election may not take effect until at least 12 months after the date on which the election is made.”48 Finally, any amount to be postponed must be deferred at least “5 years from the date such payment would otherwise have been made.”49 Further, if the nonqualified deferred compensation plan is not carefully drafted, what might otherwise appear as a series of separate payments will be treated as one payment and the ability to defer will be lost when the first payment is due within 12 months.50 For example, if the nonqualified deferred compensation plan provides for 3 annual payments beginning on June 1, 2010, as of June 1, 2009, it will no longer be possible to defer any of the payments if they are determined to be one payment and not three separate payments. To avoid this result, the nonqualified deferred 45 See, e.g., Xxxx v. Comm’r, 8 T.C. 809, 815–16 (1947); Xxxx v. Comm’r, 8 T.C.M. 919 (1949). 46 I. R.C. § 409A(a)(4)(C). 47 Id. § 409A(a)(4)(C)(iii). 48 Id. § 409A(a)(4)(C)(i). 49 Id. § 409A(a)(4)(C)(ii). This final requirement does not apply to plans triggered by disability, death, or unforeseeable emergencies. Id.

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