0001181431-05-042654 Sample Contracts

STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • July 28th, 2005 • Internet Capital Group Inc • Services-business services, nec

On this, the ___ day of _______, 200__, Internet Capital Group, Inc., a Delaware corporation ("ICG"), hereby grants to __________________________ a Stock Unit Award (the "Award"), of _______ stock units (the "Restricted Units") under the Internet Capital Group, Inc. 2005 Omnibus Equity Compensation Plan (the "Plan"). Each Restricted Unit represents your right to receive one share of common stock of ICG (the "Common Stock") on a future redemption date, subject to the terms and conditions set forth in this Agreement and the Plan.

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July 28, 2005 Mr. Walter W. Buckley, III
Internet Capital Group Inc • July 28th, 2005 • Services-business services, nec
Internet Capital Group Restrictive Covenant Agreement
Restrictive Covenant Agreement • July 28th, 2005 • Internet Capital Group Inc • Services-business services, nec • Delaware

In consideration of the July 22, 2005 grant of restricted stock and stock appreciation rights made to me as an employee of Internet Capital Group Operations, Inc. (together with Internet Capital Group, Inc., the "Company"), I hereby agree as follows:

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