Re: Accelerated Vesting Terms of Equity Awards

Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:

Accelerated Vesting. Subject to Section 9.03 below, in the event that # a Change in Control occurs and # a Participant’s employment or service is terminated by the Company, its successor or an affiliate thereof without Cause or is terminated by the Participant for Good Reason (if applicable), in each case on or after the effective date of the Change in Control but prior to the second anniversary of the Change in Control, then any unvested portion of such Participant’s Account shall vest in full regardless of such Participant’s vested status under the Savings Plan.

Accelerated Vesting. Notwithstanding Section 4(a), the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.

Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including the release requirement described in Section 5 of this Agreement:

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 4 hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by ​, the Board and/or Compensation Committee as necessary and appropriate to comply with ​ policy, applicable law, or exchange listing requirements, under ​’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.

Equity Awards. In consideration of your covenants set forth in paragraph 12(j) and in order to retain your exclusive services as an Advisor (other than in connection with Permitted Services) during the periods described in paragraph 12, [[Organization A:Organization]] agrees that upon the Commencement Date (or if the Commencement Date is not a trading day, on the first trading day after the Commencement Date) (the “Additional RSU Grant Date”), you will automatically be granted restricted stock units having a value equal to Fifteen Million Dollars ($15,000,000) (the “Additional RSUs”). The number of Additional RSUs granted on the Additional RSU Grant Date (rounded down to a whole unit for any fractional unit) shall be determined by dividing the value specified in the preceding sentence by the closing price of one share of Class B Common Stock on the Additional RSU Grant Date. Each Additional RSU shall correspond to one share of Class B Common Stock. The Additional RSUs shall vest in three (3) equal installments on each of the first, second and third anniversaries of the Commencement Date, subject to earlier acceleration or cancellations as provided in paragraph 12(h) or any deferral election.

Equity Awards. Executive shall be eligible to participate in the Company’s long term equity incentive program and receive annual equity award grants on the same basis as other senior executives of the Company, as may be determined by the Board from time to time in its sole discretion. The terms and conditions of any such additional equity awards will be subject to the terms of the applicable plan and any applicable award documents.

Equity Awards. Subject to the formal approval of the Company’s Board of Directors, the Company shall grant to Employee an award of 275,000 shares of restricted Company common stock (the “Equity Award”). The Equity Award will vest over a three-year period, in equal quarterly increments on the regular vesting date commencing February 2017. Regular vesting dates are the last business day of February, May, August, and ©2017 Mattersight Corporation. Mattersight Restricted Confidential Information.

notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of # the Date of Termination or # the effective date of the Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of # the effective date of the Release (at which time acceleration will occur), or # the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and

The treatment of any equity incentive awards that are held by Executive upon an Involuntary Termination of Employment shall be governed under the terms of the Company’s equity incentive plans and the award agreements under which such awards were granted. No awards shall be subject to accelerated vesting or exercisability as a result of an Involuntary Termination of Employment.

Death or Terminal Condition. Executive will be entitled to receive such accelerated vesting of Executive’s outstanding time-vesting equity awards consistent with the terms and conditions of the Company’s Death or Terminal Condition Policy, as may be amended from time to time.

Accelerated Vesting; Vesting Notwithstanding Termination. Your Restricted Stock will vest earlier than described in Paragraph 3(a), and such earlier vesting date shall also be considered a “Vesting Date,” under the following circumstances:

Initial Equity Awards. As a material inducement to the Executive’s accepting employment with the Company and entering into this Agreement, on the Effective Date, the Executive shall be granted an aggregate of 200,000 shares of common stock (the “Initial Equity”). The Initial Equity shall be provided in a manner and form as mutually agreed by the parties, such as, by way of example and not limitation, warrants, options or the like, not later than 12 months from execution of this Agreement.

Company Equity Awards. Notwithstanding the terms of the 2008 Agreement or any other agreement with the Company or its affiliates, it is understood that Employee will not receive grants of equity awards of the Company or its affiliates (“Company Equity Awards”) from and after the date hereof. Employee’s Company Equity Awards outstanding as of the Effective Time will be adjusted commensurate with the treatment of similar Company Equity Awards in connection with the transactions contemplated by the Transaction Agreement and will be treated as follows, subject in each case to Employee’s continued employment with the Company through the Effective Time. Until the Effective Time, any outstanding Company Equity Awards will continue to be governed by the terms of the Company’s 2010 Omnibus Share Plan (the “2010 Plan”) and award agreements applicable to the Company Equity Awards.