<PAGE>

                                                                   EXHIBIT 10.21

                                ARRIS GROUP, INC.

                            2005 STOCK INCENTIVE PLAN

                        RESTRICTED SHARE GRANT AGREEMENT

ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").

1.    DEFINITIONS. All the definitions set forth in the Plan are hereby
      incorporated in this Agreement. For purposes of this Agreement, the
      following additional terms shall be defined as follows:

      DISABILITY means "total disability" as defined under the Company's group
      disability plan then in effect (whether or not the Participant is covered
      under or eligible to participate in such plan).

      PLAN means the ARRIS Group, Inc. [2002 or 2004] Stock Incentive Plan, as
      amended from time to time.

      SHARES shall have the meaning given such term in Section 2 of this
      Agreement.

      TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
      arise and fall due in relation to the grant, vesting or sale of the Shares
      granted under this Agreement.

      VESTING DATE means a date upon which the restrictions contained in Section
      3 of this Agreement lapse with respect to any portion of the Shares (but
      only with respect to the Shares vested at such Vesting Date), which date
      shall be determined in accordance with Section 4 of this Agreement.

2.    GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
      shares of Restricted Stock (the "Shares") of the Company's Common Stock,
      par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
      being granted under the Plan and are subject to the terms and conditions
      set forth in this Agreement.

3.    RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
      restrictions until their respective Vesting Dates:

      (a)   Forfeiture on Termination. Subject to Section 4 of this Agreement,
            if the Participant's employment with the Company terminates for any
            reason prior to the Vesting Date, the Participant shall forfeit all
            rights with respect to all unvested Shares, as of the date the
            Participant's employment terminates.

      (b)   Nontransferability. Prior to the Vesting Date, all unvested Shares
            shall be nontransferable and may not be sold, hypothecated or
            otherwise assigned or conveyed by a Participant to any party, except
            as otherwise provided in Section 9(d) in this Agreement.

      (c)   Additional Shares. Any shares of Common Stock accruing to Shares as
            a result of any adjustment under Section 9(h) of this Agreement will
            be subject to the same restrictions (and have the same Vesting
            Dates) as the Shares to which they accrue.

4.    VESTING.

      (a)   Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
            of this Agreement, the restrictions on the Shares will expire with
            respect to a percentage of the Shares granted as of the Vesting
            Dates set forth below:

<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

<TABLE>
<CAPTION>
 PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE                VESTING DATE
-------------------------                ------------
<S>                               <C>
         First 33%                First Anniversary of Grant Date

        Second 33%                Second Anniversary of Grant Date

          Last 34%                Third Anniversary of Grant Date
</TABLE>

      (b)   Accelerated Vesting Upon Certain Events. Notwithstanding the regular
            vesting rule specified in Section 4(a) of this Agreement, the
            restrictions on the Shares will expire with respect to 100% of the
            Shares upon the earliest to occur of the following Vesting Dates:

            i. on the date that the Participant is deemed to have a Disability;
               or

            ii. on the date of the Participant's death prior to his/her
                termination of employment with the Company.

      (c)   Termination. Notwithstanding anything in this Agreement to the
            contrary, if the Company terminates the Participant's employment for
            any reason, this Agreement shall be terminated and all Shares on
            which the restrictions have not expired shall be forfeited, unless
            and to the extent that the Committee determines that such forfeiture
            would violate applicable law.

5.    DELIVERY OF SHARES.

      (a)   Granted Shares. The Shares awarded under this Plan shall be held in
            escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
            subject to the restrictions described in Section 3 of this Agreement
            until the Vesting Date for such Shares. Such Shares, when issued in
            accordance with this Agreement, shall be deemed to be fully paid and
            nonassessable.

      (b)   Vested Shares. Within ten (10) business days after a Vesting Date,
            the Shares vesting on such Vesting Date will be released from our
            custody and delivered to the Participant's address of record.
            Thereafter, the Participant shall enjoy full shareholder and
            ownership rights with respect to such Shares, subject to applicable
            securities laws.

6.    OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
      this Agreement, the Participant shall not have the right to vote or the
      right to receive any dividends with respect to such unvested Shares.
      Participant hereby waives any and all rights to vote or to receive
      dividends with respect to any unvested Shares. Upon the vesting of the
      Shares under this Agreement, the Participant shall exercise all ownership
      rights (including, without limitation, the right to vote and the right to
      receive dividends) with respect to such vested Shares, provided that
      voting and dividend rights with respect to the Shares will be exercisable
      only if the record date for determining shareholders entitled to vote, or
      to receive dividends, falls on or after the Vesting Date and before the
      effective date of a forfeiture of the Shares under Section 3 or Section 4
      of this Agreement.

7.    DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
      in this Agreement to the contrary, if any law or regulation of any
      governmental authority having jurisdiction in the matter requires the
      Company, the Committee or the Participant to take any action or refrain
      from action in connection with the delivery of Shares under this
      Agreement, or to delay such delivery, then the delivery of such Shares
      shall be deferred until such action has been taken or such restriction on
      action has been removed.

8.    TERMINATION DATE. The Participant's date of termination of employment from
      the Company shall be deemed for purposes of this Agreement to be his/her
      last day of active work for the Company; provided, however, that for all
      purposes of this Agreement, the Participant shall be deemed actively at
      work during any period the Participant is on approved paid medical leave
      or during the protected reemployment period applicable to any Participant
      on military leave.

                                      -2-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

9.    GENERAL PROVISIONS. By executing this Agreement, the Participant
      acknowledges that he/she has read, understands and agrees with all of the
      provisions in this Agreement and the Plan, including (but not limited to)
      the following:

      (a)   Authority of the Committee. In accordance with Section 2 of the
            Plan, the Committee shall have the authority to administer the
            Agreement and the Plan; to make all determinations with respect to
            the construction and application of this Agreement, the Plan, and
            the resolutions of the Board of Directors establishing the Plan; to
            adopt and revise rules relating to this Agreement and the Plan; to
            hire the Agent with respect to its administrative responsibilities
            under this Agreement and the Plan; and to make other determinations
            which it believes are necessary or advisable for the administration
            of this Agreement and the Plan. Any dispute or disagreement which
            arises under this Agreement or the Plan shall be resolved by the
            Committee in its absolute discretion. Any such determination,
            interpretation, resolution, or other action by the Committee shall
            be final, binding and conclusive with respect to the Participant and
            all other persons affected thereby.

      (b)   Notices. Any notice which is required or permitted under this
            Agreement shall be in writing, and delivered personally or by mail,
            postage prepaid, addressed as follows: (i) if to the Company, at
            3871 Lakefield Drive, Suwanee, GA 30024, Attention: Larry Margolis,
            Executive Vice President, or at such other address as the Company by
            notice to the Participant may have designated from time to time;
            (ii) if to the Participant, at the address indicated in the
            Participant's then-current personnel records, or at such other
            address as the Participant by notice to the Company may have
            designated from time to time. Such notice shall be deemed given upon
            receipt.

      (c)   Responsibility for Taxes. The ultimate liability for any and all
            Tax-Related Items is and remains the Participant's responsibility
            and liability, and the Company and/or the Participant's employer (a)
            make no representations or undertakings regarding the treatment of
            any Tax-Related Items in connection with any aspect of the grant
            under this Agreement, including the grant, vesting and the
            subsequent sale of Shares acquired under the Plan; and (b) do not
            commit to structure the terms of the grant or any aspect of the
            Restricted Share grant to reduce or eliminate the Participant's
            liability for Tax-Related Items.

            Prior to the applicable Vesting Date, the Participant shall pay or
            make adequate arrangements satisfactory to the Company to satisfy
            all withholding obligations of the Company. The Participant
            authorizes the Company to withhold all applicable Tax-Related Items
            legally payable by the Participant from the Participant's salary or
            other cash compensation paid to the Participant by the Company.
            Alternatively, or in addition, the Committee or its delegate, in its
            sole discretion and pursuant to such procedures as it may specify
            from time to time, and if permitted by local law, may permit the
            Participant to satisfy such tax withholding obligation, in whole or
            in part, by such other methods as the Committee may deem
            appropriate.

      (d)   Nontransferability. This Agreement and the Shares granted to the
            Participant shall be nontransferable and shall not be sold,
            hypothecated or otherwise assigned or conveyed by the Participant to
            any other person, except as specifically permitted in this
            Agreement. No assignment or transfer of this Agreement or the rights
            represented thereby, whether voluntary or involuntary, or by
            operation of law or otherwise, shall vest in the assignee or
            transferee any interest or right whatsoever, except as specifically
            permitted in this Agreement. The Agreement shall terminate, and be
            of no force or effect, immediately upon any attempt to assign or
            transfer this Agreement or any of the Shares granted under this
            Agreement.

      (e)   Designation of Beneficiary. Notwithstanding anything in Section 9(d)
            of this Agreement to the contrary, the Participant may designate a
            person or persons to receive, in the event of his/her death, any
            rights to which he/she would be entitled under this Agreement. Such
            a designation shall be filed with the Company in accordance with
            uniform procedures specified by the Committee. The Participant may
            change or revoke a beneficiary designation at any time by filing a
            written statement of such change or revocation with the Company in
            accordance with uniform procedures specified by the Committee. No
            beneficiary designation or change of beneficiary designation will be
            effective until notice thereof is received. If a Participant fails
            to designate a beneficiary or if the beneficiary predeceases the
            Participant, the Participant's estate shall be deemed to be his/her
            beneficiary for purposes of this Agreement.

                                      -3-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      (f)   No Shareholder Rights. Until Shares have vested in accordance with
            the provisions of Section 4 of this Agreement, the Participant shall
            have no rights as a shareholder of the Company (including, without
            limitation, the right to vote or the right to receive dividends with
            respect to such Shares), and shall not be deemed to be a shareholder
            of the Company for any purpose as a result of any grant of Shares to
            the Participant.

      (g)   Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
            grant of the Shares under this Agreement is voluntary and does not
            create any contractual or other right to receive future grants under
            the Plan, or benefits in lieu of grants even if such grants have
            been granted repeatedly in the past; (iii) all decisions with
            respect to any such future grants will be at the sole discretion of
            the Company; (iv) the Participant's participation in the Plan shall
            not create a right to further employment with the Participant's
            employer and shall not interfere with the ability of the
            Participant's employer to terminate the Participant's employment
            relationship at any time with or without Cause; (v) the
            Participant's participation in the Plan is voluntary; (vi) the value
            of the Shares is an extraordinary item of compensation which is
            outside the scope of the Participant's employment contract, if any;
            (vii) the Shares are not part of the Participant's normal or
            expected compensation or salary for any purposes, including, but not
            limited to, calculating any severance, resignation, redundancy, end
            of service payments, bonuses, long-service awards, pension or
            retirement benefits or similar payments; (viii) the future value of
            the Shares is unknown and cannot be predicted with certainty; and
            (ix) no claim or entitlement to compensation or damages arises from
            termination of the Shares or diminution in value of the Common Stock
            and the Participant irrevocably releases the Company from any such
            claim that may arise.

      (h)   Corporate Restructuring/Capital Readjustments. Nothing in this
            Agreement shall abridge the rights or powers of the Company or its
            stockholders from taking any action affecting the Common Stock, and
            appropriate adjustments to the number of Shares granted in this
            Agreement shall be made to account for any such actions as deemed
            appropriate by the Committee.

      (i)   Fractional Shares. Notwithstanding anything in this Agreement to the
            contrary, in the event that any adjustment to the number of Shares
            or any vesting calculation pursuant to this Agreement would
            otherwise result in the creation of a fractional share interest, the
            affected number or vested portion shall be rounded up to the nearest
            whole share.

      (j)   Amendment or Termination. This Agreement may be amended or
            terminated at any time by the mutual agreement and written consent
            of the Participant and the Company, but only to the extent permitted
            under the Plan.

      (k)   Governing Instrument. This Agreement is subject to all terms and
            conditions of the Plan and shall at all times be interpreted in a
            manner that is consistent with the intent, purposes and specific
            language of the Plan.

      (l)   Severability. If any provision of this Agreement should be held
            illegal or invalid for any reason by the Company or court of
            applicable jurisdiction, such determination shall not affect the
            other provisions of this Agreement, and it shall be construed as if
            such provision had never been included herein.

      (m)   Headings. Headings in this Agreement are for convenience only and
            shall not be construed to be part of this Agreement.

      (n)   Governing Law. This Agreement shall be construed, and its provisions
            enforced and administered, in accordance with the laws of the State
            of Georgia and, where applicable, federal law.

                                      -4-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.

                                             ARRIS GROUP, INC.

                                             By:________________________________

                                             Its: Executive Vice President

"Participant"

_________________________________________________
Signature

Name

_________________________________________________
Date

                                      -5-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT                                    [ARRIS LOGO]

                                ARRIS GROUP, INC.

                            2005 STOCK INCENTIVE PLAN

                        RESTRICTED SHARE GRANT AGREEMENT

ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").

10.   DEFINITIONS. All the definitions set forth in the Plan are hereby
      incorporated in this Agreement. For purposes of this Agreement, the
      following additional terms shall be defined as follows:

      DISABILITY means "total disability" as defined under the Company's group
      disability plan then in effect (whether or not the Participant is covered
      under or eligible to participate in such plan).

      PLAN means the ARRIS Group, Inc. [2004] Stock Incentive Plan, as amended
      from time to time.

      SHARES shall have the meaning given such term in Section 2 of this
      Agreement.

      TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
      arise and fall due in relation to the grant, vesting or sale of the Shares
      granted under this Agreement.

      VESTING DATE means a date upon which the restrictions contained in Section
      3 of this Agreement lapse with respect to any portion of the Shares (but
      only with respect to the Shares vested at such Vesting Date), which date
      shall be determined in accordance with Section 4 of this Agreement.

11.   GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
      shares of Restricted Stock (the "Shares") of the Company's Common Stock,
      par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
      being granted under the Plan and are subject to the terms and conditions
      set forth in this Agreement. The number of shares reflected herein are
      performance based and accordingly are subject to reduction, to and
      including zero shares, depending on the Company's consolidated sales
      performance for calendar year 2005 as determined under the matrix
      reflected in the March 30, 2005 Compensation Committee minutes (which the
      Committee has reserved the right to make more stringent by increasing the
      sales requirement).

12.   RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
      restrictions until their respective Vesting Dates:

      (a)   Forfeiture on Termination. Subject to Section 4 of this Agreement,
            if the Participant's employment with the Company terminates for any
            reason prior to the Vesting Date, the Participant shall forfeit all
            rights with respect to all unvested Shares, as of the date the
            Participant's employment terminates.

      (b)   Nontransferability. Prior to the Vesting Date, all unvested Shares
            shall be nontransferable and may not be sold, hypothecated or
            otherwise assigned or conveyed by a Participant to any party, except
            as otherwise provided in Section 9(d) in this Agreement.

      (c)   Additional Shares. Any shares of Common Stock accruing to Shares as
            a result of any adjustment under Section 9(h) of this Agreement will
            be subject to the same restrictions (and have the same Vesting
            Dates) as the Shares to which they accrue.

13.   VESTING.

      (a)   Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
            of this Agreement, the restrictions on the Shares will expire with
            respect to a percentage of the Shares granted as of the Vesting
            Dates set forth below:

                                      -6-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

<TABLE>
<CAPTION>
 PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE                VESTING DATE
-------------------------                ------------
<S>                               <C>
         First 33%                First Anniversary of Grant Date

        Second 33%                Second Anniversary of Grant Date

          Last 34%                Third Anniversary of Grant Date
</TABLE>

      (b)   Accelerated Vesting Upon Certain Events. Notwithstanding the regular
            vesting rule specified in Section 4(a) of this Agreement, the
            restrictions on the Shares will expire with respect to 100% of the
            Shares upon the earliest to occur of the following Vesting Dates:

            i. on the date that the Participant is deemed to have a Disability;
               or

            ii. on the date of the Participant's death prior to his/her
                termination of employment with the Company.

            iii. on the date of the Participant's retirement from the Company
                 provided that if Participant violates any non-competition or
                 non-disclosure provisions agreement in favor of the Company or
                 contained in any stock option grant within the one year period
                 commencing on the date of his retirement (as if such provisions
                 were in effect for such full year), the Company shall be
                 entitled to receive from the Participant any proceeds from the
                 sale of the Shares and to the extent the Shares have not been
                 sold they shall be forfeited and returned to the Company for
                 cancellation.

      (c)   [Deferred Vesting. In the event the Committee concludes in its sole
            discretion that on a Vesting Date the Participant has material
            non-public information that would prohibit him from selling Shares
            and paying Tax-Related Items, it may, in its sole discretion; defer
            such Vesting Date by up to 90 days]

      (d)   Termination. Notwithstanding anything in this Agreement to the
            contrary, if the Company terminates the Participant's employment for
            any reason, this Agreement shall be terminated and all Shares on
            which the restrictions have not expired shall be forfeited, unless
            and to the extent that the Committee determines that such forfeiture
            would violate applicable law.

14.   DELIVERY OF SHARES.

      (a)   Granted Shares. The Shares awarded under this Plan shall be held in
            escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
            subject to the restrictions described in Section 3 of this Agreement
            until the Vesting Date for such Shares. Such Shares, when issued in
            accordance with this Agreement, shall be deemed to be fully paid and
            nonassessable.

      (b)   Vested Shares. Within ten (10) business days after a Vesting Date,
            the Shares vesting on such Vesting Date will be released from our
            custody and delivered to the Participant's address of record.
            Thereafter, the Participant shall enjoy full shareholder and
            ownership rights with respect to such Shares, subject to applicable
            securities laws.

15.   OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
      this Agreement, the Participant shall not have the right to vote or the
      right to receive any dividends with respect to such unvested Shares.
      Participant hereby waives any and all rights to vote or to receive
      dividends with respect to any unvested Shares. Upon the vesting of the
      Shares under this Agreement, the Participant shall exercise all ownership
      rights (including, without limitation, the right to vote and the right to
      receive dividends) with respect to such vested Shares, provided that
      voting and dividend rights with respect to the Shares will be exercisable
      only if the record date for determining shareholders entitled to vote, or
      to receive dividends, falls on or after the Vesting Date and before the
      effective date of a forfeiture of the Shares under Section 3 or Section 4
      of this Agreement.

16.   DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
      in this Agreement to the contrary, if any law or regulation of any
      governmental authority having jurisdiction in the matter requires the
      Company, the Committee or the Participant to take any action or refrain
      from action in connection with

                                      -7-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      the delivery of Shares under this Agreement, or to delay such delivery,
      then the delivery of such Shares shall be deferred until such action has
      been taken or such restriction on action has been removed.

17.   TERMINATION DATE. The Participant's date of termination of employment from
      the Company shall be deemed for purposes of this Agreement to be his/her
      last day of active work for the Company; provided, however, that for all
      purposes of this Agreement, the Participant shall be deemed actively at
      work during any period the Participant is on approved paid medical leave
      or during the protected reemployment period applicable to any Participant
      on military leave.

18.   GENERAL PROVISIONS. By executing this Agreement, the Participant
      acknowledges that he/she has read, understands and agrees with all of the
      provisions in this Agreement and the Plan, including (but not limited to)
      the following:

      (a)   Authority of the Committee. In accordance with Section 2 of the
            Plan, the Committee shall have the authority to administer the
            Agreement and the Plan; to make all determinations with respect to
            the construction and application of this Agreement, the Plan, and
            the resolutions of the Board of Directors establishing the Plan; to
            adopt and revise rules relating to this Agreement and the Plan; to
            hire the Agent with respect to its administrative responsibilities
            under this Agreement and the Plan; and to make other determinations
            which it believes are necessary or advisable for the administration
            of this Agreement and the Plan. Any dispute or disagreement which
            arises under this Agreement or the Plan shall be resolved by the
            Committee in its absolute discretion. Any such determination,
            interpretation, resolution, or other action by the Committee shall
            be final, binding and conclusive with respect to the Participant and
            all other persons affected thereby.

      (b)   Notices. Any notice which is required or permitted under this
            Agreement shall be in writing, and delivered personally or by mail,
            postage prepaid, addressed as follows: (i) if to the Company, at
            3871 Lakefield Drive, Suwanee, GA 30024, Attention: Larry Margolis,
            Executive Vice President, or at such other address as the Company by
            notice to the Participant may have designated from time to time;
            (ii) if to the Participant, at the address indicated in the
            Participant's then-current personnel records, or at such other
            address as the Participant by notice to the Company may have
            designated from time to time. Such notice shall be deemed given upon
            receipt.

      (c)   Responsibility for Taxes. The ultimate liability for any and all
            Tax-Related Items is and remains the Participant's responsibility
            and liability, and the Company and/or the Participant's employer (a)
            make no representations or undertakings regarding the treatment of
            any Tax-Related Items in connection with any aspect of the grant
            under this Agreement, including the grant, vesting and the
            subsequent sale of Shares acquired under the Plan; and (b) do not
            commit to structure the terms of the grant or any aspect of the
            Restricted Share grant to reduce or eliminate the Participant's
            liability for Tax-Related Items.

            Prior to the applicable Vesting Date, the Participant shall pay or
            make adequate arrangements satisfactory to the Company to satisfy
            all withholding obligations of the Company. The Participant
            authorizes the Company to withhold all applicable Tax-Related Items
            legally payable by the Participant from the Participant's salary or
            other cash compensation paid to the Participant by the Company.
            Alternatively, or in addition, the Committee or its delegate, in its
            sole discretion and pursuant to such procedures as it may specify
            from time to time, and if permitted by local law, may permit the
            Participant to satisfy such tax withholding obligation, in whole or
            in part, by such other methods as the Committee may deem
            appropriate.

      (d)   Nontransferability. This Agreement and the Shares granted to the
            Participant shall be nontransferable and shall not be sold,
            hypothecated or otherwise assigned or conveyed by the Participant to
            any other person, except as specifically permitted in this
            Agreement. No assignment or transfer of this Agreement or the rights
            represented thereby, whether voluntary or involuntary, or by
            operation of law or otherwise, shall vest in the assignee or
            transferee any interest or right whatsoever, except as specifically
            permitted in this Agreement. The Agreement shall terminate, and be
            of no force or effect, immediately upon any attempt to assign or
            transfer this Agreement or any of the Shares granted under this
            Agreement.

      (e)   Designation of Beneficiary. Notwithstanding anything in Section 9(d)
            of this Agreement to the contrary, the Participant may designate a
            person or persons to receive, in the event of his/her

                                      -8-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

            death, any rights to which he/she would be entitled under this
            Agreement. Such a designation shall be filed with the Company in
            accordance with uniform procedures specified by the Committee. The
            Participant may change or revoke a beneficiary designation at any
            time by filing a written statement of such change or revocation with
            the Company in accordance with uniform procedures specified by the
            Committee. No beneficiary designation or change of beneficiary
            designation will be effective until notice thereof is received. If a
            Participant fails to designate a beneficiary or if the beneficiary
            predeceases the Participant, the Participant's estate shall be
            deemed to be his/her beneficiary for purposes of this Agreement.

      (f)   No Shareholder Rights. Until Shares have vested in accordance with
            the provisions of Section 4 of this Agreement, the Participant shall
            have no rights as a shareholder of the Company (including, without
            limitation, the right to vote or the right to receive dividends with
            respect to such Shares), and shall not be deemed to be a shareholder
            of the Company for any purpose as a result of any grant of Shares to
            the Participant.

      (g)   Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
            grant of the Shares under this Agreement is voluntary and does not
            create any contractual or other right to receive future grants under
            the Plan, or benefits in lieu of grants even if such grants have
            been granted repeatedly in the past; (iii) all decisions with
            respect to any such future grants will be at the sole discretion of
            the Company; (iv) the Participant's participation in the Plan shall
            not create a right to further employment with the Participant's
            employer and shall not interfere with the ability of the
            Participant's employer to terminate the Participant's employment
            relationship at any time with or without Cause; (v) the
            Participant's participation in the Plan is voluntary; (vi) the value
            of the Shares is an extraordinary item of compensation which is
            outside the scope of the Participant's employment contract, if any;
            (vii) the Shares are not part of the Participant's normal or
            expected compensation or salary for any purposes, including, but not
            limited to, calculating any severance, resignation, redundancy, end
            of service payments, bonuses, long-service awards, pension or
            retirement benefits or similar payments; (viii) the future value of
            the Shares is unknown and cannot be predicted with certainty; and
            (ix) no claim or entitlement to compensation or damages arises from
            termination of the Shares or diminution in value of the Common Stock
            and the Participant irrevocably releases the Company from any such
            claim that may arise.

      (h)   Corporate Restructuring/Capital Readjustments. Nothing in this
            Agreement shall abridge the rights or powers of the Company or its
            stockholders from taking any action affecting the Common Stock, and
            appropriate adjustments to the number of Shares granted in this
            Agreement shall be made to account for any such actions as deemed
            appropriate by the Committee.

      (i)   Fractional Shares. Notwithstanding anything in this Agreement to the
            contrary, in the event that any adjustment to the number of Shares
            or any vesting calculation pursuant to this Agreement would
            otherwise result in the creation of a fractional share interest, the
            affected number or vested portion shall be rounded up to the nearest
            whole share.

      (j)   Amendment or Termination. This Agreement may be amended or
            terminated at any time by the mutual agreement and written consent
            of the Participant and the Company, but only to the extent permitted
            under the Plan.

      (k)   Governing Instrument. This Agreement is subject to all terms and
            conditions of the Plan and shall at all times be interpreted in a
            manner that is consistent with the intent, purposes and specific
            language of the Plan.

      (l)   Severability. If any provision of this Agreement should be held
            illegal or invalid for any reason by the Company or court of
            applicable jurisdiction, such determination shall not affect the
            other provisions of this Agreement, and it shall be construed as if
            such provision had never been included herein.

      (m)   Headings. Headings in this Agreement are for convenience only and
            shall not be construed to be part of this Agreement.

                                      -9-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      (n)   Governing Law. This Agreement shall be construed, and its provisions
            enforced and administered, in accordance with the laws of the State
            of Georgia and, where applicable, federal law.

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.

                                            ARRIS GROUP, INC.

                                            By:_________________________________

                                            Its: Executive Vice President

"Participant"

_________________________________________________
Signature

Name

_________________________________________________
Date

                                      -10-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT                                    [ARRIS LOGO]

                                ARRIS GROUP, INC.

                            2005 STOCK INCENTIVE PLAN

                        RESTRICTED SHARE GRANT AGREEMENT

ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").

19.   DEFINITIONS. All the definitions set forth in the Plan are hereby
      incorporated in this Agreement. For purposes of this Agreement, the
      following additional terms shall be defined as follows:

      DISABILITY means "total disability" as defined under the Company's group
      disability plan then in effect (whether or not the Participant is covered
      under or eligible to participate in such plan).

      PLAN means the ARRIS Group, Inc. [2004] Stock Incentive Plan, as amended
      from time to time.

      SHARES shall have the meaning given such term in Section 2 of this
      Agreement.

      TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
      arise and fall due in relation to the grant, vesting or sale of the Shares
      granted under this Agreement.

      VESTING DATE means a date upon which the restrictions contained in Section
      3 of this Agreement lapse with respect to any portion of the Shares (but
      only with respect to the Shares vested at such Vesting Date), which date
      shall be determined in accordance with Section 4 of this Agreement.

20.   GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
      shares of Restricted Stock (the "Shares") of the Company's Common Stock,
      par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
      being granted under the Plan and are subject to the terms and conditions
      set forth in this Agreement. The number of shares reflected herein are
      performance based and accordingly are subject to reduction, to and
      including zero shares, depending on the Company's consolidated sales
      performance for calendar year 2005 as determined under the matrix
      reflected in the March 30, 2005 Compensation Committee minutes (which the
      Committee has reserved the right to make more stringent by increasing the
      sales requirement).

21.   RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
      restrictions until their respective Vesting Dates:

      (a)   Forfeiture on Termination. Subject to Section 4 of this Agreement,
            if the Participant's employment with the Company terminates for any
            reason prior to the Vesting Date, the Participant shall forfeit all
            rights with respect to all unvested Shares, as of the date the
            Participant's employment terminates.

      (b)   Nontransferability. Prior to the Vesting Date, all unvested Shares
            shall be nontransferable and may not be sold, hypothecated or
            otherwise assigned or conveyed by a Participant to any party, except
            as otherwise provided in Section 9(d) in this Agreement.

      (c)   Additional Shares. Any shares of Common Stock accruing to Shares as
            a result of any adjustment under Section 9(h) of this Agreement will
            be subject to the same restrictions (and have the same Vesting
            Dates) as the Shares to which they accrue.

22.   VESTING.

      (a)   Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
            of this Agreement, the restrictions on the Shares will expire with
            respect to a percentage of the Shares granted as of the Vesting
            Dates set forth below:

                                      -11-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

<TABLE>
<CAPTION>
 PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE                VESTING DATE
-------------------------                ------------
<S>                               <C>
         First 33%                First Anniversary of Grant Date

        Second 33%                Second Anniversary of Grant Date

          Last 34%                Third Anniversary of Grant Date
</TABLE>

      (b)   Accelerated Vesting Upon Certain Events. Notwithstanding the regular
            vesting rule specified in Section 4(a) of this Agreement, the
            restrictions on the Shares will expire with respect to 100% of the
            Shares upon the earliest to occur of the following Vesting Dates:

            i. on the date that the Participant is deemed to have a Disability;
               or

            ii. on the date of the Participant's death prior to his/her
                termination of employment with the Company.

      (c)   [Deferred Vesting. In the event the Committee concludes in its sole
            discretion that on a Vesting Date the Participant has material
            non-public information that would prohibit him from selling Shares
            and paying Tax-Related Items, it may, in its sole discretion; defer
            such Vesting Date by up to 90 days]

      (d)   Termination. Notwithstanding anything in this Agreement to the
            contrary, if the Company terminates the Participant's employment for
            any reason, this Agreement shall be terminated and all Shares on
            which the restrictions have not expired shall be forfeited, unless
            and to the extent that the Committee determines that such forfeiture
            would violate applicable law.

23.   DELIVERY OF SHARES.

      (a)   Granted Shares. The Shares awarded under this Plan shall be held in
            escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
            subject to the restrictions described in Section 3 of this Agreement
            until the Vesting Date for such Shares. Such Shares, when issued in
            accordance with this Agreement, shall be deemed to be fully paid and
            nonassessable.

      (b)   Vested Shares. Within ten (10) business days after a Vesting Date,
            the Shares vesting on such Vesting Date will be released from our
            custody and delivered to the Participant's address of record.
            Thereafter, the Participant shall enjoy full shareholder and
            ownership rights with respect to such Shares, subject to applicable
            securities laws.

24.   OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
      this Agreement, the Participant shall not have the right to vote or the
      right to receive any dividends with respect to such unvested Shares.
      Participant hereby waives any and all rights to vote or to receive
      dividends with respect to any unvested Shares. Upon the vesting of the
      Shares under this Agreement, the Participant shall exercise all ownership
      rights (including, without limitation, the right to vote and the right to
      receive dividends) with respect to such vested Shares, provided that
      voting and dividend rights with respect to the Shares will be exercisable
      only if the record date for determining shareholders entitled to vote, or
      to receive dividends, falls on or after the Vesting Date and before the
      effective date of a forfeiture of the Shares under Section 3 or Section 4
      of this Agreement.

25.   DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
      in this Agreement to the contrary, if any law or regulation of any
      governmental authority having jurisdiction in the matter requires the
      Company, the Committee or the Participant to take any action or refrain
      from action in connection with the delivery of Shares under this
      Agreement, or to delay such delivery, then the delivery of such Shares
      shall be deferred until such action has been taken or such restriction on
      action has been removed.

26.   TERMINATION DATE. The Participant's date of termination of employment from
      the Company shall be deemed for purposes of this Agreement to be his/her
      last day of active work for the Company; provided, however, that for all
      purposes of this Agreement, the Participant shall be deemed actively at
      work during

                                      -12-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      any period the Participant is on approved paid medical leave or during the
      protected reemployment period applicable to any Participant on military
      leave.

27.   GENERAL PROVISIONS. By executing this Agreement, the Participant
      acknowledges that he/she has read, understands and agrees with all of the
      provisions in this Agreement and the Plan, including (but not limited to)
      the following:

      (a)   Authority of the Committee. In accordance with Section 2 of the
            Plan, the Committee shall have the authority to administer the
            Agreement and the Plan; to make all determinations with respect to
            the construction and application of this Agreement, the Plan, and
            the resolutions of the Board of Directors establishing the Plan; to
            adopt and revise rules relating to this Agreement and the Plan; to
            hire the Agent with respect to its administrative responsibilities
            under this Agreement and the Plan; and to make other determinations
            which it believes are necessary or advisable for the administration
            of this Agreement and the Plan. Any dispute or disagreement which
            arises under this Agreement or the Plan shall be resolved by the
            Committee in its absolute discretion. Any such determination,
            interpretation, resolution, or other action by the Committee shall
            be final, binding and conclusive with respect to the Participant and
            all other persons affected thereby.

      (b)   Notices. Any notice which is required or permitted under this
            Agreement shall be in writing, and delivered personally or by mail,
            postage prepaid, addressed as follows: (i) if to the Company, at
            3871 Lakefield Drive, Suwanee, GA 30024, Attention: Larry Margolis,
            Executive Vice President, or at such other address as the Company by
            notice to the Participant may have designated from time to time;
            (ii) if to the Participant, at the address indicated in the
            Participant's then-current personnel records, or at such other
            address as the Participant by notice to the Company may have
            designated from time to time. Such notice shall be deemed given upon
            receipt.

      (c)   Responsibility for Taxes. The ultimate liability for any and all
            Tax-Related Items is and remains the Participant's responsibility
            and liability, and the Company and/or the Participant's employer (a)
            make no representations or undertakings regarding the treatment of
            any Tax-Related Items in connection with any aspect of the grant
            under this Agreement, including the grant, vesting and the
            subsequent sale of Shares acquired under the Plan; and (b) do not
            commit to structure the terms of the grant or any aspect of the
            Restricted Share grant to reduce or eliminate the Participant's
            liability for Tax-Related Items.

            Prior to the applicable Vesting Date, the Participant shall pay or
            make adequate arrangements satisfactory to the Company to satisfy
            all withholding obligations of the Company. The Participant
            authorizes the Company to withhold all applicable Tax-Related Items
            legally payable by the Participant from the Participant's salary or
            other cash compensation paid to the Participant by the Company.
            Alternatively, or in addition, the Committee or its delegate, in its
            sole discretion and pursuant to such procedures as it may specify
            from time to time, and if permitted by local law, may permit the
            Participant to satisfy such tax withholding obligation, in whole or
            in part, by such other methods as the Committee may deem
            appropriate.

      (d)   Nontransferability. This Agreement and the Shares granted to the
            Participant shall be nontransferable and shall not be sold,
            hypothecated or otherwise assigned or conveyed by the Participant to
            any other person, except as specifically permitted in this
            Agreement. No assignment or transfer of this Agreement or the rights
            represented thereby, whether voluntary or involuntary, or by
            operation of law or otherwise, shall vest in the assignee or
            transferee any interest or right whatsoever, except as specifically
            permitted in this Agreement. The Agreement shall terminate, and be
            of no force or effect, immediately upon any attempt to assign or
            transfer this Agreement or any of the Shares granted under this
            Agreement.

      (e)   Designation of Beneficiary. Notwithstanding anything in Section 9(d)
            of this Agreement to the contrary, the Participant may designate a
            person or persons to receive, in the event of his/her death, any
            rights to which he/she would be entitled under this Agreement. Such
            a designation shall be filed with the Company in accordance with
            uniform procedures specified by the Committee. The Participant may
            change or revoke a beneficiary designation at any time by filing a
            written statement of such change or revocation with the Company in
            accordance with uniform procedures specified by the Committee. No
            beneficiary designation or change of beneficiary

                                      -13-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

            designation will be effective until notice thereof is received. If a
            Participant fails to designate a beneficiary or if the beneficiary
            predeceases the Participant, the Participant's estate shall be
            deemed to be his/her beneficiary for purposes of this Agreement.

      (f)   No Shareholder Rights. Until Shares have vested in accordance with
            the provisions of Section 4 of this Agreement, the Participant shall
            have no rights as a shareholder of the Company (including, without
            limitation, the right to vote or the right to receive dividends with
            respect to such Shares), and shall not be deemed to be a shareholder
            of the Company for any purpose as a result of any grant of Shares to
            the Participant.

      (g)   Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
            grant of the Shares under this Agreement is voluntary and does not
            create any contractual or other right to receive future grants under
            the Plan, or benefits in lieu of grants even if such grants have
            been granted repeatedly in the past; (iii) all decisions with
            respect to any such future grants will be at the sole discretion of
            the Company; (iv) the Participant's participation in the Plan shall
            not create a right to further employment with the Participant's
            employer and shall not interfere with the ability of the
            Participant's employer to terminate the Participant's employment
            relationship at any time with or without Cause; (v) the
            Participant's participation in the Plan is voluntary; (vi) the value
            of the Shares is an extraordinary item of compensation which is
            outside the scope of the Participant's employment contract, if any;
            (vii) the Shares are not part of the Participant's normal or
            expected compensation or salary for any purposes, including, but not
            limited to, calculating any severance, resignation, redundancy, end
            of service payments, bonuses, long-service awards, pension or
            retirement benefits or similar payments; (viii) the future value of
            the Shares is unknown and cannot be predicted with certainty; and
            (ix) no claim or entitlement to compensation or damages arises from
            termination of the Shares or diminution in value of the Common Stock
            and the Participant irrevocably releases the Company from any such
            claim that may arise.

      (h)   Corporate Restructuring/Capital Readjustments. Nothing in this
            Agreement shall abridge the rights or powers of the Company or its
            stockholders from taking any action affecting the Common Stock, and
            appropriate adjustments to the number of Shares granted in this
            Agreement shall be made to account for any such actions as deemed
            appropriate by the Committee.

      (i)   Fractional Shares. Notwithstanding anything in this Agreement to the
            contrary, in the event that any adjustment to the number of Shares
            or any vesting calculation pursuant to this Agreement would
            otherwise result in the creation of a fractional share interest, the
            affected number or vested portion shall be rounded up to the nearest
            whole share.

      (j)   Amendment or Termination. This Agreement may be amended or
            terminated at any time by the mutual agreement and written consent
            of the Participant and the Company, but only to the extent permitted
            under the Plan.

      (k)   Governing Instrument. This Agreement is subject to all terms and
            conditions of the Plan and shall at all times be interpreted in a
            manner that is consistent with the intent, purposes and specific
            language of the Plan.

      (l)   Severability. If any provision of this Agreement should be held
            illegal or invalid for any reason by the Company or court of
            applicable jurisdiction, such determination shall not affect the
            other provisions of this Agreement, and it shall be construed as if
            such provision had never been included herein.

      (m)   Headings. Headings in this Agreement are for convenience only and
            shall not be construed to be part of this Agreement.

      (n)   Governing Law. This Agreement shall be construed, and its provisions
            enforced and administered, in accordance with the laws of the State
            of Georgia and, where applicable, federal law.

                                      -14-
<PAGE>

RESTRICTED SHARE GRANT AGREEMENT

      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.

                                            ARRIS GROUP, INC.

                                            By:_________________________________

                                            Its: Executive Vice President

"Participant"

_________________________________________________
Signature

Name

_________________________________________________
Date

                                      -15-