Equity Awards. Employee and the Company agree that for purposes of determining the number of [[Organization A:Organization]] ordinary shares that have vested under Employee’s Awards outstanding as of the Termination Date, Employee will be considered to have vested only up to the Termination Date. Except for any vesting provided pursuant to the terms of the Performance Award Severance and RSU Award Severance, Employee will have no further right to the vesting of any of Employee’s Awards following the Termination Date or the shares subject thereto.

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.

Equity Awards. Executive will be eligible to participate in the Company’s Amended and Restated 2011 Incentive Plan (the “2011 Plan”) and any successor to such plan in accordance with the terms and conditions of the 2011 Plan and any successor to such plan. The Company may, from time to time, upon approval by the Committee, grant to Executive options to purchase shares of Company Common Stock, stock appreciation rights, restricted Company Common Stock, restricted stock units, performance shares, and/or performance units and/or other Company Common Stock related grants as a long-term incentive for performance.

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by DeVry Group, the Board and/or Compensation Committee as necessary and appropriate to comply with DeVry Group policy, applicable law, or exchange listing requirements, under DeVry Group’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.

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:

acceleration of vesting and exercisability of all equity and deferred cash incentive awards (the “Incentive Equity”) issued to Executive under the Plan. For purposes of this Agreement, “vesting” shall mean, in the case of any restricted stock issued under the Plan, ceasing to be subject to forfeiture, and payment dates of any deferred cash awards granted under the Plan are not accelerated as a result of the application of any such vesting acceleration provision of this Agreement, plus