0000950123-11-062896 Sample Contracts

Shares TRUSTWAVE HOLDINGS, INC. COMMON STOCK, PAR VALUE $ ___ PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • New York

Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Barclays Capital Inc. William Blair & Company, L.L.C. BMO Capital Markets Corp. c/o Morgan Stanley & Co. LLC

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NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN
Non-Qualified Stock Option Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

Sample 1
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TRUSTWAVE HOLDINGS, INC. 2011 OMNIBUS INCENTIVE PLAN
Restricted Stock Agreement • June 29th, 2011 • Trustwave Holdings, Inc. • Services-prepackaged software • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Trustwave Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Trustwave Holdings, Inc. 2011 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

Sample 1
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