0001193125-05-062551 Sample Contracts

RESTRICTED STOCK AGREEMENT FOR EMPLOYEES
Restricted Stock Agreement • March 29th, 2005 • Us Home Systems Inc • Construction - special trade contractors • Texas

WHEREAS, U.S. Home Systems, Inc. has adopted the U.S. Home Systems, Inc. 2004 Restricted Stock Plan (the “Plan”) to enable employees of U.S. Home Systems, Inc. and its Subsidiaries to acquire shares of common stock $0.001 par value, of U.S. Home Systems, Inc. (“Common Stock”) in accordance with the provisions of the Plan; and

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FORM 1A – RESTRICTED STOCK AWARDS TO DIRECTORS IN LIEU OF A PORTION OF CASH PAYMENT OF ANNUAL RETAINER RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Agreement • March 29th, 2005 • Us Home Systems Inc • Construction - special trade contractors • Texas

Pursuant to the Company’s Non-Employee Director Compensation Plan, each non-employee director is required to receive at least $5,000 of his annual retainer of $15,000 in the form of Restricted Stock Awards to be issued under the Company’s 2004 Restricted Stock Plan. The $5,000 of Restricted Stock Awards shall be issued to each non-employee director on the first business day of each January, beginning January 2005. The per share price of the Restricted Stock Awards shall be determined based on the closing sales price of the Company’s common stock on such date as quoted by the Nasdaq National Market System. On January 3, 2005 the closing sales price of the Company’s common stock was $6.35 per share. The 787 Restricted Stock Awards have been granted to the Grantee by the Company in lieu of the aforementioned $5,000 cash payment.

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