Form of Restricted Stock Award Certificate (Europe, not UK)



 Exhibit 10.3 
 R E S T R I C T E D   S T O C K   A W A R D   C E R T I F I C A T E 
 EUROPE, NOT UK 
 Non-transferable 
 G R A N T   T O 
  
  
  
  
 (“Grantee”) 
 by ScanSource, Inc. (the “Company”) of

 _____ shares of its common stock, no par value (the “Shares”) 
 pursuant to and subject to the provisions of the ScanSource, Inc. Amended and Restated 2002 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. 
 Unless vesting is accelerated in
accordance with the Plan, the restrictions imposed under Section 2 of the terms and conditions on the following page will expire as to the following percentages of the Shares awarded hereunder, on the following respective dates; provided that
Grantee is then still employed by the Company: 
  

			
	 Continuous Status as a Participant after Grant Date
	 	 Percentage of Shares

	December 5, 2009	 	34%
	December 5, 2010	 	33%
	December 5, 2011	 	33%

 IN WITNESS WHEREOF, ScanSource, Inc., acting by and through its duly authorized officers,
has caused this Certificate to be duly executed. 
  

			
	 SCANSOURCE, INC.
  
 By: ___________________________________________
 Its: Authorized Officer
  
 Grant Date: ______________
	 	 Signed as a deed by
  
 _____________________________________ (Grantee)
 in the presence of
:
 Name:
 Address:
 Occupation:


  

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 TERMS AND CONDITIONS 
 1. Grant of Shares. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this Certificate, the number of Shares indicated on Page 1 hereof. 

2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company
terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination,
and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all Shares or other securities issued with respect to Restricted Shares hereunder in
connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company. 
 3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein
as the “Restricted Period”): 
 (a) As to the percentages of Shares specified on page 1 hereof, on the respective dates specified on
page 1 hereof, provided Grantee is then still employed by the Company; or 
 (b) as to all of the Shares, upon the termination of
Grantee’s employment due to death, Disability or Retirement; or 
 (c) upon the Grantee’s termination of employment by the Company
without Cause or by Grantee for Good Reason within twelve (12) months after the effective date of a Change in Control. 
 4. Delivery of Shares.
The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted
Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form: “This certificate and the shares of stock represented hereby are subject to the terms
and conditions contained in a Restricted Stock Award Certificate between the registered owner of the shares represented hereby and ScanSource, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of
such Certificate, copies of which are on file in the offices of ScanSource, Inc.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after
the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act,
listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares. 
 5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and
dividend rights with respect to the Shares during and after the Restricted Period. Each dividend payment, if any, shall be made no later than the end of the calendar year in which the dividend is paid to the shareholders or, if later, the
15th day of the third month following the date the dividend is paid to shareholders. If Grantee forfeits any rights he may have under this
Certificate, Grantee shall no longer have any rights as a stockholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee
shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends. 
 6. No Right
of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in the
employ of the Company or any affiliate. 
 7. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election to be taxed upon
such award under Section 83(b) of the Code. To effect such election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the Shares and otherwise in accordance with applicable
Treasury Regulations. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements
satisfactory to the Committee regarding payment of, any federal, state and local taxes (including FICA taxes) required by law to be withheld with respect to such amount. The withholding requirement may be satisfied, in whole or in part, at the
election of the Company’s principal financial officer or comptroller, by withholding from this award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld
for tax purposes, all in accordance with such procedures as such officer establishes. The obligations of the Company under this Certificate will be conditional on such payment or arrangements and the Company and, where applicable, its Affiliates
will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee. 
  

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 8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and
this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be
controlling and determinative. 
 9. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of
this Certificate and the Plan. 
 10. Severability. If any one or more of the provisions contained in this Certificate is invalid, illegal or
unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 
 11. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid.
Notices to the Company must be addressed to ScanSource, Inc., 6 Logue Court, Greenville, South Carolina 29615, Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed
to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company. 
  

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