0001072613-11-000900 Sample Contracts

DATAWATCH CORPORATION Restricted Stock Unit Agreement for Directors and Executives
Restricted Stock Unit Agreement • December 22nd, 2011 • Datawatch Corp • Services-prepackaged software • Massachusetts

Datawatch Corporation, a Delaware corporation (the “Company”), hereby grants as of the award date below (“Award Date”) to the director or executive named below (the “Participant”), and the Participant hereby accepts, an award (“Award”) of Restricted Stock Units (“RSU”) that will vest as described in the Vesting Schedule below, such Award to be subject to the terms and conditions specified in the attached Exhibit A.

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DATAWATCH CORPORATION Restricted Stock Unit Agreement for Employees
Restricted Stock Unit Agreement for  employees • December 22nd, 2011 • Datawatch Corp • Services-prepackaged software • Massachusetts

Datawatch Corporation, a Delaware corporation (the “Company”), hereby grants as of the award date below (“Award Date”) to the employee named below (the “Participant”), and the Participant hereby accepts, an award (“Award”) of Restricted Stock Units (“RSU”) that will vest as described in the Vesting Schedule below, such Award to be subject to the terms and conditions specified in the attached Exhibit A.

DATAWATCH CORPORATION Incentive Stock Option Agreement
Incentive Stock Option Agreement • December 22nd, 2011 • Datawatch Corp • Services-prepackaged software • Massachusetts

Datawatch Corporation, a Delaware corporation (the “Company”), hereby grants as of _________ __, ____ to [____________] (the “Employee”), an option (the “Award”) to purchase a maximum of [____] shares (the “Option Shares”) of its Common Stock, $.01 par value (“Common Stock”), at the price of [$_____] per share, on the following terms and conditions:

DATAWATCH CORPORATION Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • December 22nd, 2011 • Datawatch Corp • Services-prepackaged software • Massachusetts

Datawatch Corporation, a Delaware corporation (the “Company”), hereby grants as of _________ __, ____ to [__________] (the “Optionee”), an option (the “Award”) to purchase a maximum of [_____] shares (the “Option Shares”) of its Common Stock, $.01 par value (“Common Stock”), at the price of [$____] per share, on the following terms and conditions:

SUBLEASE
Sublease • December 22nd, 2011 • Datawatch Corp • Services-prepackaged software • Massachusetts

may succeed to the CBA) to designate the third broker willing so to act and a broker so appointed shall, for all purposes. have the same standing and pokers as though he had been seasonably appointed b> the brokers first appointed. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to till such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the CBA as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant such vacancy may be filled by the CBA and any broker so appointed to fill such vacancy shall have the same standing and powers as though originally appointed.

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