Equity Awards. Executive shall be eligible for the grant of stock options and other equity awards as may be determined by the Board or its Compensation Committee.

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.

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 warrants (the “Initial Equity”). The warrants stock will vest in five equal quarterly installments on each three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein.

Equity-Based Awards. Executive acknowledges that all compensatory awards denominated in common stock of Holdings held by him as of the date hereof are set forth on Exhibit B. In satisfaction of the provisions of the Term Sheet for Employment Arrangements with ​ted as of January 15, 2015 (the "Term Sheet"), as of the Effective Date, restricted stock units in respect of 44,467 shares of Holdings common stock (which represents the unvested portion of the "Buyout RSUs" (as defined in the Term Sheet)) shall vest and be distributed to Executive within five business days of the Termination Date; provided, the Company agrees that any necessary tax withholding required as part of the distribution of shares in settlement of the restricted stock units shall be covered by the Company withholding shares that would otherwise be distributed to Executive, as permitted by the terms of the restricted stock unit award agreement, and that Executive shall not be required to make any additional payment to cover any such required withholding tax. Any equity-based awards held by Executive that are not vested as of the Termination Date and that do not vest pursuant to the immediately preceding sentence shall be forfeited as of the Termination Date. Any options to purchase shares of Holdings common stock that are vested as of the date of this Agreement shall remain exercisable until the earlier of # the 90th day following the Termination Date (or, if later, the 90th day following expiration of any blackout period in effect with respect to such options) and # any cancelation or termination in connection with a change in control, as provided in the applicable award 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.

Other Equity Awards. Other Equity Awards may be granted hereunder to Participants, in addition to other Awards granted under the Plan. Other Equity Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation.

Equity Incentive Awards. To the extent the Employee meets the eligibility requirements, the Employee shall be eligible for an annual grant of equity pursuant to the ​ 2004 Long-Term Incentive Plan, as amended from time to time, any successor to such plan, or such other long-term incentive compensation program developed for the Corporation’s officers (the “Long Term Plan”), with the type of equity award, performance goals and other terms consistent with other Senior Vice Presidents of the Corporation. Any annual Equity Incentive Award shall be paid at the same time as annual equity awards are made to other officers of the Corporation under the then-applicable Long Term Plan, and shall be subject to the Employee’s execution of an applicable award agreement approved by the Corporation and the terms and conditions of the Long Term Plan.

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.

Equity. The post separation exercise period for all outstanding options to

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of $500,000 in the aggregate during the term of this Agreement (or in excess of $0 at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.