0001193125-11-065800 Sample Contracts

NON-MANAGEMENT DIRECTOR RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 14th, 2011 • Internet Capital Group Inc • Services-management consulting services • Delaware

On this, the day of , 20 (the “Grant Date”), Internet Capital Group Operations, Inc, a Delaware corporation (together with Internet Capital Group, Inc., a Delaware corporation, (collectively the “Company”)), hereby grants to a Restricted Share Award (the “Award”) of shares (the “Shares”) of the common stock in the Company subject to the restrictions below and pursuant to and subject to the terms and conditions of the Third Amended and Restated Internet Capital Group, Inc. 2005 Omnibus Equity Compensation Plan (as such may be amended from time to time, the “Plan”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

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