RESTRICTED STOCK  UNIT AWARD AGREEMENT
 
   Award of Restricted Stock Units
 Restrictions
 a.
    
    Grantee may not directly or indirectly, by
operation of law or otherwise, voluntarily or involuntarily, sell,
assign, pledge, encumber, charge or otherwise transfer any of the
Restricted Stock Units still subject to Restrictions. The Restricted
Stock Units shall be forfeited if Grantee violates or attempts to violate
the Restrictions.




---



##### 



b.
    
    Any Restricted Stock Units still subject to the
Restrictions shall be automatically forfeited upon the Grantees
termination of employment with Brightpoint or a Subsidiary for any
reason, other than death, Disability or Retirement.
  3.
    
    Lapse of Restrictions.
 a.
    
    The Restrictions applicable to the Restricted Stock
Units shall lapse, as long as the Restricted Stock Units have not been
forfeited as described in Section 2 or Section 4, as follows:
 (i)
    
    As to one-third (1/3) of the Restricted
Stock Units, one year from the date hereof or as soon as practicable
thereafter if the Committees determination pursuant to Section 4
hereof is made more than one year after the date hereof;(ii)
    
    As to one-third (1/3) of the Restricted
Stock Units, two years from the date hereof;(iii)
    
    As to one-third (1/3) of the Restricted
Stock Units, three years from the date hereof;(iv)
    
    Upon the conditions set forth in the
Employment Agreement, if any, with respect to the lapse of
Restrictions upon a Change of Control, and, if none, as set forth in
the Plan, as to all of the remaining Restricted Stock Units upon a
Change in Control of the Company (as defined in the Plan);(v)
    
    As to all of the remaining Restricted
Stock Units upon termination of Grantees employment by Brightpoint
or a Subsidiary due to the Disability of the Grantee;(vi)
    
    As to all of the remaining Restricted
Stock Units if the Grantee dies; or(vii)
    
    As to all of the remaining Restricted
Stock Units upon the Retirement of the Grantee.
 b.
    
For purposes of determining the lapse of Restrictions upon a Change of
Control, and, unless otherwise defined in the Employment Agreement, if any, Good
Reason shall mean the Grantees ability to terminate his or her employment with
the Company as a result of a failure by the Company to comply with its material
obligations and agreements contained in the Employment Agreement, if any. Unless
otherwise defined in the Employment Agreement, if any, Cause shall mean
termination of the Grantees




---



##### 



(i)
    
    the willful failure by the Grantee to
substantially perform his or her obligations under the Employment
Agreement, if any, (other than any such failure resulting from the
Grantees incapacity due to physical or mental incapacity, illness or
disease); or(ii)
    
    the indictment of the Grantee for a felony or
other crime involving moral turpitude or dishonesty; or(iii)
    
    a breach of fiduciary duty involving personal
profit; or(iv)
    
    a material act of dishonesty in connection with
his or her employment with the Company; or(v)
    
    the Grantee having committed acts or omissions
constituting gross negligence or willful misconduct (including theft,
fraud, embezzlement, and securities law violations) which is injurious
to the Company, monetarily, or otherwise.
 c.
    
    To the extent the Restrictions lapse under this
Section 3 with respect to the Restricted Stock Units, they will be free
of the terms and conditions of this Award.
 Forfeiture
 Adjustments




---



##### 



Delivery of Certificates
  Withholding Taxes
 Voting and Other Rights
 a.
    
    Grantee shall have no rights as a shareholder of
the Company in respect of the Restricted Stock Units, including the right
to vote and to receive dividends and other distributions (except as
otherwise provided in Section 5 of this Agreement), until delivery of
certificates representing Common Shares in satisfaction of the Restricted
Stock Units.b.
    
    The grant of Restricted Stock Units does not confer
upon Grantee any right to continue in the employ of the Company or a
Subsidiary or to interfere with the right of the Company or a Subsidiary,
to terminate Grantees employment at any time.
 Nature of Award




---



##### 



Funding
 Registration
 Governing Law
 Waiver
 Actions by the Committee
 Acceptance of Terms and Conditions
 Plan Documents
 NAME, XXX XXXX
 Date: , 2009




---



##### 



BRIGHTPOINT, INC.By:Name:
    Robert J. LaikinTitle:
    CEODate:
, 2009