0001628280-15-001546 Sample Contracts

THE RUBICON PROJECT, INC.
Restricted Stock Agreement • March 6th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware

This Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the 2007 Stock Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.

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THE RUBICON PROJECT, INC.
Performance Restricted Stock Agreement • March 6th, 2015 • Rubicon Project, Inc. • Services-computer programming, data processing, etc. • Delaware

This Performance Restricted Stock Agreement consisting of the Notice of Grant immediately below (the “Notice of Grant”) and the accompanying Performance Restricted Stock Agreement (the “Restricted Stock Agreement” and together with the Notice of Grant, the “Agreement”) is made between The Rubicon Project, Inc. (the “Company”) and the undersigned individual (the “Participant”) as of the Issuance Date set forth in the Notice of Grant below. Unless otherwise defined herein, the terms defined in the Company’s 2014 Equity Incentive Plan, as amended (the “Plan”) shall have the same defined meanings in this Agreement.

THE RUBICON PROJECT, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN ENROLLMENT AGREEMENT
Rubicon Project, Inc. • March 6th, 2015 • Services-computer programming, data processing, etc.
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