ADDITIONAL PROVISIONS5. Non-Transferability of Award. No Restricted Units awarded to you under this Agreementmay be transferred, assigned, pledged, encumbered or exercised by you and a Restricted Unit may beredeemed during your lifetime only by you. Any attempt to transfer, assign, pledge, or encumberthe Restricted Unit by you shall be null, void and without effect.6. No Rights as Stockholder. You shall not have any rights as a stockholder of ICG,including the right to any dividends (except as provided in Paragraph 4), or the right to vote,with respect to any Restricted Units.7. Change of Control. If a Change of Control occurs prior to the Redemption Date, all ofyour Restricted Units will be converted to an equivalent number of shares of Common Stock anddistributed to you in a single sum upon the occurrence of the Change of Control. For this purpose,a Change of Control shall have the same meaning as such term is defined in the Plan; provided,however, that a Change of Control shall not be deemed to have occurred if the Change of Controldoes not constitute a change in the ownership or effective control of ICG, or in the ownership of asubstantial portion of the assets of ICG, within the meaning of section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) and its corresponding regulations.8. Incorporation by Reference; Definitions. This Award shall be subject to the terms,conditions and limitations of the Plan, which are incorporated herein by reference. In the eventof any contradiction, distinction or difference between this Stock Unit Award Agreement and theterms of the Plan, the terms of the Plan will control. Except as otherwise defined in this StockUnit Award Agreement, the terms used in this Stock Unit Award Agreement shall have the meanings setforth in the Plan. The Award is subject to the interpretations, regulations and determinationsconcerning the Plan established from time to time by the Committee in accordance with theprovisions of the Plan, including, but not limited to, provisions pertaining to (i) rights andobligations with respect to the withholding of taxes, (ii) the registration, qualification orlisting of the shares, (iii) changes in capitalization of ICG, and (iv) other requirements ofapplicable law. The Committee shall have the authority to interpret and construe the Awardpursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arisinghereunder, and your acceptance of this Award is you agreement to be bound by the interpretationsand decisions of the Committee with respect to this Award and the Plan.9. Restrictions on Issuance or Transfer of Shares of Common Stock.(a) The obligation of ICG to deliver shares of Common Stock upon the redemption of theRestricted Units shall be subject to the condition that if at any time the Committee shalldetermine in its discretion that the listing, registration or qualification of the shares of CommonStock upon any securities exchange or under any state or federal law, or the consent or approval ofany governmental regulatory body is necessary or desirable as a condition of, or in connectionwith, the issue of shares of Common Stock, the shares of Common Stock may not be issued in whole orin part unless such listing, registration, qualification, consent or approval shall have beeneffected or obtained free of any conditions not acceptable to the Committee. The issuance ofRestricted Units and of shares of Common Stock to you on the Redemption Date is subject toany applicable taxes and other laws or regulations of the United States or of any state havingjurisdiction thereof.
 
 

 
(b) You agree to be bound by ICG’s policies regarding the transfer of the shares of CommonStock and understand that there may be certain times during the year in which you will beprohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating orencumbering the shares of Common Stock.(c) On the Redemption Date, a certificate representing the shares of Common Stock that areredeemed shall be issued to you or, if allowed, the shares of Common Stock will be deliveredelectronically to an account designated by you.10. Withholding. To the extent required by applicable law, you are required to pay to theCompany, or make other arrangements satisfactory to the Company to provide for the payment of, anyfederal, state, local or other taxes that the Company is required to withhold with respect to thegrant, vesting or redemption of this Award. Subject to Committee approval, you may elect tosatisfy any tax withholding obligation of the Company with respect to this Award by having shareswithheld up to an amount that does not exceed the minimum applicable withholding tax rate forfederal (including FICA), state, local and other tax liabilities.11. No Rights to Continued Service or Employment. This Award shall not confer upon you anyright to be retained by or in the service or employment of ICG or its parent, subsidiaries oraffiliates and shall not interfere in any way with the right of ICG or its parent, subsidiaries oraffiliates to terminate your service or employment at any time. The right of ICG or its parent,subsidiaries or affiliates to terminate at will your service or employment at any time for anyreason is specifically reserved.12. Assignment by ICG. The rights and protections of ICG hereunder shall extend to anysuccessors or assigns of ICG and to ICG’s parents, subsidiaries, and affiliates. This Award may beassigned by ICG without your consent.13. Acknowledgment. By executing this Agreement, you hereby acknowledge that with respectto any right to payment pursuant to this Agreement, you are and shall be an unsecured generalcreditor of ICG without any preference as against other unsecured general creditors of ICG, and youhereby covenant for yourself, and anyone at any time claiming through or under you not to claim anysuch preference, and hereby disclaim and waive any such preference which may at any time be atissue, to the fullest extent permitted by applicable law. You also hereby acknowledge receipt of acopy of the Plan and agree to be bound by the terms of the Plan and this Agreement. You furtheragree to be bound by the determinations and decisions of the Committee with respect to the Plan andyour rights to benefits under the Plan, and agree that all such determinations and decisions of theCommittee shall be binding on you, your beneficiaries and any other person having or claiming aninterest under the Plan on your behalf.14. Effect on Other Benefits. The value of Restricted Units or any shares of Common Stockdistributed to you with respect to the Restricted Units shall not be considered eligible earningsfor purposes of any other plans maintained by the Company. Neither shall such value beconsidered part of your compensation for purposes of determining or calculating other benefits thatare based on compensation, such as life insurance.
 
 

 
15. Governing Law. This Agreement shall be deemed to be made under and shall be construedin accordance with the laws of the State of Delaware, without giving effect to the conflicts oflaws provisions thereof.16. Notice. All notices hereunder shall be in writing, and if to ICG or to the Committee,shall be delivered to the Board of Directors of ICG or mailed to its principal office, addressed tothe attention of the Board of Directors of ICG; and if to you, shall be delivered personally sentby facsimile transmission or mailed to you at the address appearing in the records of the Company.Such addresses may be changed at any time by written notice to other party given in accordance withthis Paragraph 16.17. Section 409A of the Code.(a) This Agreement is intended to comply with the requirements of section 409A of the Code andshall be interpreted and administered in accordance with such requirements. Notwithstanding anyprovision in this Agreement to the contrary, redemption and payment may only be made under thisAgreement upon an event or in a manner permitted by section 409A of the Code and its correspondingregulations. Each redemption and payment under this Agreement shall be treated as a separateredemption and payment for purposes of section 409A of the Code. In no event may you designate thecalendar year of redemption or payment.(b) Notwithstanding any provision to the contrary in this Agreement, if a redemption orpayment under this Agreement is payable to you upon separation from service (within the meaning ofsection 409A of the Code) from the Company, then if at the time of your separation from service youare a “specified employee” (as such term is defined in section 409A(2)(B)(i) of the Code and itscorresponding regulations) as determined by the Company (or any successor thereto), in its solediscretion, in accordance with its specified employee determination policy, then the redemption andpayment to you pursuant to this Agreement shall be postponed for a period of six (6) monthsfollowing your separation from service from the Company. The postponed amounts shall bedistributed and paid to you in a lump sum within thirty (30) days after the date that is six (6)months following your separation from service from the Company. If you die during such six (6)month period and prior to the distribution of the postponed amounts hereunder, the amounts delayedon account of section 409A of the Code shall be distributed to the personal representative of yourestate within sixty (60) days after the date of your death.[*SIGNATURE PAGE FOLLOWS*]
 
 

 
         ICG GROUP, INC.         Date: _____  By:         Walter W. Buckley, III      Chairman and Chief Executive Officer       Attest:       By:       Philip A. Rooney    Vice President, Treasury and Tax  I hereby accept the Award of Restricted Units described in this Stock Unit Award Agreement. I haveread the terms of the Plan and this Stock Unit Award Agreement, and agree to be bound by the termsof the Plan and this Stock Unit Award Agreement and the interpretations of the Committee withrespect thereto.         ACCEPTED:           By:           
 
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