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 4.5 million (4,500,000) shares of common stock (the “Initial Equity Award”). The Initial Equity Award shall be provided in shares of time-based restricted stock units and vest in equal quarterly installments throughout the Initial Term, commencing on the Effective Date and each subsequent three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein and restricted to the terms and conditions of Restricted Stock Award to be entered into by the Company and Executive. The executive will be able to accelerate the “initial equity award” vesting by meeting predetermined milestones to be defined and agreed to by the executive and the Company.

Initial Awards. Each Nonemployee Director elected to the Board after this Policy is adopted, other than at an annual meeting of stockholders (a “New Director”), will be eligible to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:

Initial Awards. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of ​, with any resulting fraction rounded down to the nearest whole Share. The Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: One-thirty sixth (1/36th) of the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Initial Awards. Each Initial Award that is an Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. Each Initial Award that is an Initial RSU shall vest in twelve (12) substantially equal quarterly installments following the date of grant, such that the Initial RSUs |

Initial Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board on any date (including the date of an Annual Meeting) shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to ​ (as determined in accordance with ASC 718). The awards described in this [Section 2(b)] shall be referred to as “Initial Awards.” For the avoidance of doubt and notwithstanding anything set forth herein, # no Non-Employee Director shall be granted more than one Initial Award, and # in the event that a Non-Employee Director’s Start Date occurs on the date of an Annual Meeting, such Director shall receive an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to ​ (as determined in accordance with ASC 718) (which is meant to represent the sum of an Initial Award and an Annual Award).

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive on the date of such initial election or appointment an option to purchase the lesser of # 122,527 shares of the Company’s common stock or # the largest whole number of shares of the Company’s common stock that results in such option having a Black-Scholes Value (as defined below) not exceeding ​. The awards described in this [Section II(A)] shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Equity Awards. Employee and the Company agree that for purposes of determining the number of ​ 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 ​. 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.