0001104659-14-037099 Sample Contracts

THIS AGREEMENT IS SUBJECT TO ARBITRATION EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the 14th day of April 2014, by and between Sizmek Inc., a Delaware corporation, its subsidiaries, affiliates, successors and assigns (collectively, the “Corporation”), and Neil Nguyen (“Executive”).

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SIZMEK INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising • Texas

Sizmek Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”). This award for Restricted Stock Units (this “Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

THIS AGREEMENT IS SUBJECT TO ARBITRATION EMPLOYMENT TRANSITION AGREEMENT
Employment Transition Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising

THIS EMPLOYMENT TRANSITION AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of April 2014, by and between Sizmek Inc., a Delaware corporation, its subsidiaries, affiliates, successors, and assigns (collectively the “Corporation”), and Craig Holmes (“Employee”).

SIZMEK INC. LONG-TERM OVERACHIEVEMENT PERFORMANCE AWARD GRANT NOTICE AND LONG- TERM OVERACHIEVEMENT PERFORMANCE AWARD AGREEMENT
Long-Term Overachievement Performance Award Agreement • May 9th, 2014 • Sizmek Inc. • Services-advertising • Texas

Sizmek Inc., a Delaware corporation (the “Company”), pursuant to its 2014 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), a long-term overachievement performance award (the “Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Long-Term Overachievement Performance Award Agreement attached hereto as Exhibit A (the “Overachievement Award Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Overachievement Award Agreement.

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