prsc_restrictedstockagre






                                                                                                                                PROVIDENCE RESTRICTED STOCK AGREEMENT                                                 To:  [●]     Award Date:  [●]    You are hereby awarded, effective as of the date hereof, [●] shares (the “Shares”) of common stock, $.001 par value  (“Common Stock”), of The Providence Service Corporation, a Delaware corporation (the “Company”), the closing stock  price as of the date hereof was $[●] (the “Grant Price”), pursuant to the Company’s 2006 Long‐Term Incentive Plan, as  amended in 2016 (the “Plan”), subject to certain Restrictions (as defined and specified below).  While subject to the  Restrictions, this Agreement refers to the Shares as “Restricted Shares.”            During the period commencing on the Award Date and terminating as provided under the section below   entitled “Vesting Schedule” (the “Restriction Period”), except as expressly provided herein, the Shares may not be   sold, assigned or transferred, except by will or the laws of descent, and may not be pledged, or otherwise   encumbered and are subject to forfeiture (the “Restrictions”).          In addition to the terms, conditions, and restrictions set forth in the Plan, the following terms,   conditions, and restrictions apply to the Restricted Shares:    Restrictions and     You may not sell, assign, pledge, encumber, or otherwise transfer any interest in  Forfeiture           the Restricted Shares until the dates set forth in the Vesting Schedule set forth                       below, at which point the Restricted Shares will be referred to as “Vested.”  A                       Restricted Share shall not be subject to execution, attachment or similar process.                                              If your Employment terminates for any reason other than death or Disability (as                       defined in the Plan), the Company will have the right to reacquire your unvested                       Restricted Shares at the lower of your original purchase price, if any, for such                       Shares, and the fair market value of the Shares on your date of termination.  If                       there was no purchase price, your Restricted Shares will be forfeited.                                              Subject to the restrictions set forth in the Plan, the Administrator (as defined in                       the Plan) shall have the authority, in its discretion, to accelerate the time at which                       any or all of the restrictions shall lapse with respect to any Shares thereto, or to                       remove any or all of such restriction, whenever the Administrator may determine                       that such action is appropriate by reason of changes in applicable tax or other                       laws, or other changes in circumstances occurring after the commencement of the                       Restriction Period.                         Vesting Schedule     Assuming you provide Continuous Service as an Employee (as defined in the Plan)                       of the Company or an Affiliate of the Company through the applicable Vesting Date,                       all Restrictions will lapse on the Restricted Shares on the Vesting Dates set forth in                       the schedule below for the applicable Restricted Shares and they will become                       Vested, the Company will transfer the Vested Shares to you once all of the                       Additional Conditions to Transfer described below have been satisfied, and you will                       be able, subject to federal, state or foreign securities law limitations and any other                                             1   





 






                                                         applicable shareholders agreements or other agreements, to sell the Shares.                                                                       Vesting Schedule                                 Vesting Dates           Number of Restricted Shares that Vest                                     [●]                              [●]                                     [●]                              [●]                                     [●]                              [●]                         Change in Control    Notwithstanding the Plan and the Vesting Schedule set forth above, in the event                       of a Change in Control, any unvested portion of your Restricted Shares only                       become vested upon the occurrence of a Change in Control Termination, such                       Restricted Shares shall become fully vested upon the occurrence of such Change                       in Control Termination.  As used herein, “Change in Control Termination” means a                       termination of your Employment by the Company or its successor without Cause                       30 days prior to, or one year following a Change in Control.                         Continuous Service   “Continuous Service,” as used herein, means the absence of any interruption or                       termination of your service as an Employee (as defined in the Plan), of the                       Company or any Affiliate.  If you are an Employee of an Affiliate of the Company,                       your Employment shall be deemed to have terminated on the date the Affiliate to                       which you are an Employee ceases to be an Affiliate of the Company, unless on                       that date you become an Employee of the Company or another Affiliate of the                       Company.  Service shall not be considered interrupted in the case of sick leave,                       military leave or any other leave of absence approved by the Company or any                       then Affiliate of the Company.  Your Employment shall not be deemed to have                       terminated if you are transferred from the Company to an Affiliate of the                       Company, or vice versa, or from one Company Affiliate to another Company                       Affiliate.                         Additional Conditions to The Company will retain the Restricted Shares until the Shares become Vested.  Transfer             After becoming Vested, the Company will transfer the Shares to you, either in book                       entry form or by share certificate.                                              You will not receive the Shares unless and until all of the following events occur and                       during the following periods of time:                                                 (a) Until the Shares are approved, registered and listed with such federal, state,                             local and foreign regulatory bodies or agencies and securities exchanges as                             the Company may deem necessary or desirable, or the Company deems                             such Shares to be exempted therefrom;                                                       (b) During any period of time which the Company deems that the issuance of                             the Shares may violate a federal, state, local, or foreign law, rule or                             regulation, or any applicable securities exchange or listing rule or                             agreement, or may cause the Company to be legally obligated to issue or                             sell more shares than the Company is legally entitled to issue or sell; or                                                       (c) Until you have paid or made suitable arrangements to pay (which may                             include payment through the surrender of Common Stock, unless                                             2   





 






                                                               prohibited by the Administrator) (i) all federal, state, local and foreign tax                             withholding required by the Company in connection with the issuance or                             the vesting of the Shares and (ii) the employee’s portion of other federal,                             state, local and foreign payroll and other taxes due in connection with the                             issuance or the vesting of the Shares.                         Dividend Equivalents and The Company will pay you additional compensation when it pays dividends with  Voting               respect to its Shares.  Under this additional compensation, you will receive the                       same amount, reduced by withholding, as though you had owned the Restricted                       Shares and received dividends on those Shares.  You will receive dividend                       equivalents only with respect to record dates that follow the Date of Grant.  You                       will not receive dividend equivalents if you have made a dividend reinvestment                       election (in the manner specified by the Administrator).  You will not receive                       dividend equivalents on any Restricted Shares after you forfeit them.  You will not                       have any voting rights on any Restricted Shares.                         Tax Withholdings     Unless you make an 83(b) election and pay taxes in accordance with that election,                       you will be taxed on the Shares as they become Vested and must arrange to pay the                       taxes on this income.  If the Administrator so determines, arrangements paying the                       taxes may include your surrendering Shares that otherwise would be released to                       you upon becoming Vested or your surrendering Shares you already own.  The fair                       market value of the Shares you surrender, determined as of the date when taxes                       otherwise would have been withheld in case, will be applied as a credit against the                       withholding taxes.                          Representation       The Participant hereby agrees, warrants and represents that he will acquire the                       Shares to be issued hereunder for his own account for investment purposes only,                       and not with a view to, or in connection with, any resale or other distribution of any                       of such shares, except as hereafter permitted.  The Participant further agrees that                       he will not at any time make any offer, sale, transfer, pledge or other disposition of                       such Shares to be issues hereunder without an effective registration statement                       under the Securities Act of 1933, as amended, and under any applicable state                       securities laws or an opinion of counsel acceptable to the Company to the effect                       that the proposed transaction will be exempt from such registration.  The                       Participant shall execute such instruments, representations, acknowledgements                       and agreements as the Company may, in its sole discretion, deem advisable to                       avoid any violation of federal, state, local or foreign law, rule or regulation, or any                       securities exchange rule or listing agreement.                                              The sole purpose of the agreements, warranties and representations set forth in                       the immediately preceding paragraph is to prevent violations of the Securities Act                       of 1933, as amended, and any applicable state securities laws.                         Stock Dividend, Stock In the event of any change in the outstanding shares of the Common Stock of the   Split and Similar Capital consolidation, transfer of assets, conversion or what the Administrator deems in its  Changes              sole discretion to be similar circumstances, the number of kind of shares subject to                       this Agreement shall be appropriately adjusted in a manner to be determined in the                       sole discretion of the Administrator, whose decision shall be final, binding and                       conclusive in the absence of clear and convincing evidence of bad faith.                                             3   





 






                                    Non‐Transferability  Restricted Shares are not transferable.                         No Effect on Status as an Further, nothing herein guarantees your status as an Employee for any  Employee             specified period of time.  You recognize that, for instance, you may terminate                       your Employment or the Company or any of its Affiliates may terminate your                       Employment prior to the date on which your Shares become vested.                         No Effect on Corporate You understand and agree that the existence of this Agreement will not affect in  Authority            any way the right or power of the Company or its shareholders to make or                       authorize any or all adjustments, recapitalizations, reorganizations, or other                       changes in the Company’s capital structure or its business, or any merger or                       consolidation of the Company, or any issuance of bonds, debentures, preferred or                       other stocks with preference ahead of or convertible into, or otherwise affecting                       the common shares or the rights thereof, or the dissolution or liquidation of the                       Company, or any sale or transfer of all or any part of its assets or business, or any                       other corporate act or proceeding, whether of a similar character or otherwise.                         Arbitration          Any dispute or disagreement between you and the Company with respect to any                       portion of this Agreement or its validity, construction, meaning, performance or                       your rights hereunder shall be settled by arbitration, at a location designated by                       the Company, in accordance with the Commercial Arbitration Rules of the                       American Arbitration Association or its successor, as amended from time to time.                       However, prior to submission to arbitration you will attempt to resolve any                       disputes or disagreements with the Company over this Agreement amicably and                       informally, in good faith, for a period not to exceed two weeks.  Thereafter, the                       dispute or disagreement will be submitted to arbitration.  At any time prior to a                       decision from the arbitrator(s) being rendered, you and the Company may resolve                       the dispute by settlement.  You and the Company shall equally share the costs                       charged by the American Arbitration Association or its successor, but you and the                       Company shall otherwise be solely responsible for your own respective counsel                       fees and expenses.  The decision of the arbitrator(s) shall be made in writing,                       setting forth the award, the reasons for the decision and award and shall be                       binding and conclusive on you and the Company.                          Further, neither you nor the Company shall appeal any such award. Judgment of a                       court  of  competent jurisdiction  may  be  entered  upon  the  award  and  may  be                       enforced as such in accordance with the provisions of the award.                         Governing Law        The laws of the State of Delaware will govern all matters relating to this                       Agreement, without regard to the principles of conflict of laws.                         Notices              Any notice you give to the Company must be in writing and either hand‐delivered                       or mailed to the office of the General Counsel of the Company.  If mailed, it should                       be addressed to the General Counsel of the Company at its then main                       headquarters.  Any notice given to you will be addressed to you at your address as                       reflected on the personnel records of the Company.  You and the Company may                       change the address for notice by like notice to the other.  Notice will be deemed to                       have been duly delivered when hand‐delivered or, if mailed, on the day such                       notice is postmarked.                                             4   





 






                                                           Conflicting Terms    Wherever a conflict may arise between the terms of this Agreement and the                       terms of the Plan, the terms of the Plan will control.                                                                                   [Signature page follows]                                              5   





 






                                             Please sign the copy of this Restricted Stock Agreement and return it to the Company’s Secretary, thereby  indicating your understanding of and agreement with its terms and conditions.                                      THE THE PROVIDENCE SERVICE CORPORATION                                                                                                                                                                          By:                                       Name:  Carter Pate                                       Title: Interim Chief Executive Officer                                            ACKNOWLEDGEMENT    I hereby acknowledge receipt of a copy of the Plan.  I hereby represent that I have read and understood the terms  and conditions of the Plan and of the Restricted Stock Agreement.  I hereby signify my understanding of, and my  agreement with, the terms and conditions of the Plan and of the Restricted Stock Agreement.  I agree to accept as  binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising  under the Plan with respect to this Restricted Stock Agreement.  I accept this Restricted Stock Agreement in full  satisfaction of any previous written or verbal promise made to me by the Company or any of its Affiliates with  respect to option or stock grants.                                                          Date:                                              [Employee Name]                               [Signature Page to Restricted Stock Agreement]