Performance-Based Deferred Stock Grant Sample Contracts

PERFORMANCE-BASED DEFERRED STOCK GRANT THE PRINCETON REVIEW, INC.
Performance-Based Deferred Stock Grant • May 10th, 2006 • Princeton Review Inc • Services-educational services

Subject to the restrictions, terms and conditions of the Stock Incentive Plan and this agreement (this “Agreement”), the Company hereby awards to you a deferred stock award for the right to receive a target amount of ________ shares of Common Stock (the “Award”), subject to adjustment based on the achievement of the financial performance goals set forth herein, in respect of the period from January 1, 2006 through December 31, 2007 (the “Deferral Period”). One-half of the target award shall be earned based on the achievement of Budgeted Earnings Per Share for the Deferral Period and one-half of the target award shall be earned based on the achievement of Budgeted Return on Assets for the Deferral Period.

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