RESTRICTED STOCK GRANT NOTICE UNDER THE CATALENT, INC. 2014 OMNIBUS INCENTIVE PLAN

Catalent, Inc. (the “Company”), pursuant to its 2014 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”), hereby grants to the Participant set forth below the number of shares of Restricted Stock (the “Restricted Shares”) set forth below. The Restricted Shares are subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan or the Restricted Stock Agreement.

Notwithstanding the foregoing, in the event of a Change in Control, to the extent the acquiring or successor entity does not assume, continue or substitute the Restricted Shares, the Restricted Shares, to the extent not then vested or previously forfeited or cancelled, shall become fully vested and the Forfeiture Restriction shall lapse.

By the Participant’s acceptance of this grant of Restricted Shares through the Company’s online acceptance procedure, the Participant acknowledges receipt of this Restricted Stock Grant Notice, the Restricted Stock Agreement and the Plan, and, as an express condition to the grant of Restricted Shares hereunder, agrees to be bound by the terms of this Restricted Stock Grant Notice, the Restricted Stock Agreement and the Plan. The Participant’s rights under the Restricted Stock Grant Notice and the Restricted Stock Agreement will lapse sixty (60) days from the Date of Grant and the Restricted Shares will be forfeited and returned to the Company for no consideration on such date if the Participant shall not have accepted this Restricted Stock Grant Notice and the Restricted Stock Agreement by such date.

The Restricted Stock Agreement, the Plan and Plan Prospectus are available on Morgan Stanley’s StockPlan Connect website. Morgan Stanley is the Company’s third-party plan administrator.

Pursuant to the Restricted Stock Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this “Restricted Stock Agreement”) and the Plan, Catalent, Inc. (the “Company”) and the Participant agree as follows.

1.Definitions. Whenever the following terms are used in this Restricted Stock Agreement, they shall have the meanings set forth below. Capitalized terms not defined in this Restricted Stock Agreement shall have the meaning set forth in the Plan or the Grant Notice, as applicable.

(a)Employment. The term “Employment” means the Participant’s employment as an employee of the Company or any of its Affiliates or Subsidiaries.

(b)Period of Service. The term “Period of Service” means the continuous period of the Participant’s Employment up to the Termination Date, and also includes any prior period of Employment separated by: (i) any break in Employment as a result of a leave of absence authorized by the Company or by law; and (ii) any break in Employment not authorized by the Company or by law lasting twelve (12) months or less.

(c)Plan. The term “Plan” means the Catalent, Inc. 2014 Omnibus Incentive Plan, as in effect from time to time.

(d)Recapitalization. The term “Recapitalization” means any of the following transactions affecting the Company’s outstanding Common Stock as a class without the Company’s receipt of consideration: any stock split, stock dividend, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, reincorporation, combination of shares, exchange of shares or other similar transaction affecting the Common Stock without the Company’s receipt of consideration.

(e)Restricted Share. The term “Restricted Share” means a share of Restricted Stock.

(f)Restrictive Covenant Violation. The term “Restrictive Covenant Violation” means the Participant’s breach of any of the Restrictive Covenants set forth in Section 6 of this Restricted Stock Agreement or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s or any of its Affiliates’ or Subsidiaries’ vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant, all to the extent permitted by law.

(g)Retirement. The term “Retirement” means a Termination (other than a Termination when grounds existed for a Termination for Cause at the time thereof) initiated by the Participant that occurs on or after the date on which the sum of the Participant’s age and Period of Service (calculated in months) equals sixty-five (65) years, so long as the Participant is at least fifty-five (55) years old and provides at least six (6) months’ notice of his or her intention to retire.

(h)Termination Date. The term “Termination Date” means the date upon which the Participant incurs a Termination for any reason.

(i)Withholding Taxes. The term “Withholding Taxes” means the federal, state, local and employment taxes required to be withheld by the Company in connection with the issuance and vesting of the Restricted Shares (or any other property).

2.Grant of Restricted Shares.

(a)Grant of Restricted Shares. Subject to the terms and conditions set forth in this Restricted Stock Agreement, the Grant Notice and the Plan, for good and valuable consideration, the Company hereby grants to the Participant the number of Restricted Shares provided in the Grant Notice.

(b)Escrow; Blank Assignment. If the Restricted Shares are certificated, the Company shall have the right to hold in escrow the certificates representing any Restricted Shares that are subject to the Forfeiture Restriction (defined below). Concurrently with the delivery of this Restricted Stock Agreement to the Company, the Participant shall deliver a duly executed blank Assignment of Common Stock (in the form attached hereto as Exhibit A) with respect to the Restricted Shares.

(c)Rights as Stockholder. Until such time, if any, as the Restricted Shares are forfeited pursuant to the Forfeiture Restriction, the Participant or a Permitted Transferee of the Restricted Shares shall have all rights of a stockholder (including voting, dividend and liquidation rights) with respect to the Restricted Shares, subject to the restrictive provisions of this Restricted Stock Agreement.

3.Forfeiture Restriction; Treatment on Termination.

(a)Forfeiture Restriction; Vesting. Subject to clauses (b) - (d) below, if the Participant incurs a Termination prior to the Vesting Date (as defined in the Grant Notice), (i) the Participant’s Restricted Shares shall cease vesting as of the Termination Date and (ii) all unvested Restricted Shares shall be immediately forfeited and returned to the Company for no consideration as of the Termination Date without any further action by the Company (the “Forfeiture Restriction”). Subject to the other clauses of this Section 3 and to compliance with all other terms and conditions of this Restricted Stock Agreement, the Restricted Shares shall become fully vested and the Forfeiture Restriction shall lapse if the Participant remains an employee of the Company through the Vesting Date. The Restricted Shares with respect to which the Forfeiture Restriction lapses in accordance with this Section 3 shall be released from escrow (if applicable) and delivered to the Participant, subject to collection of applicable Withholding Taxes in accordance with Section 7.

(b)Death. If the Participant incurs a Termination due to death, the Restricted Shares shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and the Forfeiture Restriction shall lapse.

(c)Disability/Retirement. Subject to Section 7(b), if the Participant incurs a Termination due to Disability or Retirement, the Restricted Shares shall, to the extent not then vested or previously forfeited or cancelled, continue to vest as provided in the Grant Notice as if the Participant had continued Employment through the Vesting Date, subject to the Participant’s compliance with the restrictive covenants set forth in Section 6 and the Participant’s execution, delivery and non-revocation of a waiver and release of claims in favor of the Company and its Affiliates and Subsidiaries in a form prescribed by the Company on or prior to the 60^th day following the Termination Date. Upon the Vesting Date, the Forfeiture Restriction shall lapse, subject to the conditions set forth in this clause (c).

(d)Change in Control. In the event of a Change in Control, to the extent the acquiring or successor entity does assume, continue or substitute the Restricted Shares, if the Participant incurs a Termination by the Service Recipient without Cause (other than due to death, Disability or Retirement) during the period commencing on the date of the consummation of a Change in Control and ending on the date that is eighteen (18) months following the consummation of such Change in Control, the Restricted Shares shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and the Forfeiture Restriction shall lapse.

(e)Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Restricted Shares shall be immediately subject to the Forfeiture Restriction, but only to the extent the Restricted Shares are at the time covered by such Forfeiture Restriction. Appropriate adjustments to reflect such distribution

shall be made to the number and/or class of Restricted Shares subject to this Restricted Stock Agreement and to the Forfeiture Restriction in order to reflect the effect of any such Recapitalization upon the Company’s capital structure.

4.Transfer Restrictions.

(a)Non-Transferability. The Restricted Shares that are subject to the Forfeiture Restriction shall not be transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Whenever the word “Participant” is used in any provision of this Restricted Stock Agreement under circumstances where the provision should logically be construed to apply to executors, the administrators or the person or persons to whom the Restricted Shares may be transferred by will or by the laws of descent and distribution in accordance with Section 14 of the Plan, the word “Participant” shall be deemed to include such person or persons. Except as otherwise provided in this Restricted Stock Agreement or the Plan, no assignment or transfer of the Restricted Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right in this Restricted Stock Agreement or the Plan whatsoever, but immediately upon such assignment or transfer the Restricted Shares shall be forfeited and returned to the Company for no consideration.

(b)Transferee Obligations. Each Permitted Transferee must, as a condition precedent to the validity of a transfer of the Restricted Shares, acknowledge in writing to the Company that such person is bound by the provisions of this Restricted Stock Agreement and that the transferred Restricted Shares are subject to forfeiture to the same extent such shares would be so subject if retained by the Participant.

(c)Restrictive Legend. The stock certificates for the Restricted Shares shall be endorsed with, or in the event the Restricted Shares are uncertificated, the pertinent book-entry records shall note, a restrictive legend substantially in the form set forth in Section 9(e) of the Plan.

5.Repayment of Proceeds; Clawback Policy. If a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then, in addition to any other remedy available (on a non-exclusive basis), (a) the Restricted Shares shall be forfeited and returned to the Company for no consideration and/or (b) the Participant shall be required to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the Restricted Shares. Any reference in this Restricted Stock Agreement to grounds existing for a Termination for Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or termination with, Cause. The Restricted Shares and all proceeds thereof shall be subject to the Company’s Clawback Policy (to comply with applicable laws or with the Company’s Corporate Governance Guidelines or other similar requirements), as in effect from time to time, to the extent the Participant is a director or “officer” as defined in Rule 16a-1(f) promulgated under the Exchange Act.

6.Restrictive Covenants.

(a)Restrictive Covenants. To the extent that the Participant is a party to an employment or similar agreement with the Company or one of its Affiliates or Subsidiaries containing non-competition, non-solicitation, non-interference or confidentiality restrictions (or two or more such restrictions), those restrictions and related enforcement provisions under such agreement shall govern and the following provisions of this Section 6 shall not apply.

(b)Competitive Activity. To the extent a Participant lives in a jurisdiction where restrictive covenants are void as against public policy, this Section 6(b) shall be considered deleted from and therefore not part of this Agreement.

(i)The Participant shall be deemed to have engaged in “Competitive Activity” if, during the period commencing on the Date of Grant and ending on the date that is 12 months after the Termination Date

(the “Restricted Activity Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other Person (as defined below), directly or indirectly, violates any of the following prohibitions:

(I)    During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any individual, person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company or any of its Subsidiaries or Affiliates, the business of any client or prospective client:

(II)    During the Restricted Activity Period, the Participant will not directly or indirectly:

Notwithstanding anything to the contrary in this Restricted Stock Agreement, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant

(i) is not a controlling person of, or a member of a group that controls, such Person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. Any such qualifying ownership shall not be deemed to be engaging in Competitive Activity or a Restrictive Covenant Violation for purposes of this Restricted Stock Agreement.

(III)    During the Restricted Activity Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(IV)    During the Restricted Activity Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or any of its Subsidiaries or Affiliates any consultant then under contract with the Company or any of its Subsidiaries or Affiliates.

(ii)It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 6(b) to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Restricted Stock Agreement is an unenforceable restriction against the Participant, the provisions of this Restricted Stock Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Restricted Stock Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Section 6(b).

(i)The Participant will not at any time (whether during or after the Participant’s Employment) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company and its Affiliates and Subsidiaries (other than its professional advisors who are bound by confidentiality obligations), any non-public, proprietary or confidential information --including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals -- concerning the past, current or future business, activities and operations of the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

(ii)Notwithstanding anything to the contrary in Section 6(c)(i), “Confidential Information” shall not include any information that (w) is or becomes generally available to the public other than as a result of a breach of this Section 6(c); (x) is already known by the recipient of the disclosed information at the time of disclosure as evidenced by the recipient’s written records, (y) becomes available to the recipient of the disclosed information on a non-confidential basis from a source that is entitled to disclose it on a non-confidential basis,

or (z) was or is independently developed by or for the recipient of the information without reference to Confidential Information, as evidenced by the recipient’s written records.

(iii)Except as required by law, the Participant will not disclose to anyone, other than the Participant’s immediate family and legal or financial or tax advisors or lender, each of whom the Participant agrees to instruct not to disclose, the existence or contents of this Restricted Stock Agreement (unless this Restricted Stock Agreement shall be publicly available as a result of a regulatory filing made by the Company or one of its Affiliates or Subsidiaries); provided, that the Participant may disclose to any prospective future employer the provisions of Section 6 of this Restricted Stock Agreement provided such future employer agrees to maintain the confidentiality of such terms.

(iv)Upon Termination, the Participant shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its Subsidiaries or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company or one of its Affiliates or Subsidiaries, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which the Participant is or becomes aware.

(d)Equitable Relief. Notwithstanding the remedies set forth in Section 5 above and notwithstanding any other remedy that would otherwise be available to the Company at law or in equity, the Company and the Participant agree and acknowledge that if an actual or threatened Restrictive Covenant Violation occurs, the Company will be entitled to an injunction and/or other equitable relief restraining the Participant from the Restrictive Covenant Violation without the necessity of posting a bond or proving actual damages.

(e)Permitted Conduct. Nothing in this Restricted Stock Agreement, including clause (c) (Confidentiality), restricts or prohibits the Participant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a governmental agency or entity, including without limitation the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. This Restricted Stock Agreement does not limit the Participant’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. The Participant does not need the prior authorization of the Company to engage in conduct protected by this clause, and the Participant does not need to notify the Company that the Participant has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to an individual who discloses a trade secret to the individual’s attorney, a court, or a governmental official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

7.Withholding of Taxes. The Company shall have the right to require the Participant to pay to the Company the amount of any Withholding Taxes in respect of the Restricted Shares or to take whatever action it deems necessary to protect the interests of the Company in respect of such Withholding Tax liabilities, in accordance with this Section 7.

(a)The Participant may elect to satisfy all or a portion of the obligation set forth in this Section 7 for Withholding Taxes in one or more of the following forms:

(i)in cash or check made payable to the Company;

(ii)by requesting that the Company withhold from the Restricted Shares otherwise deliverable to the Participant (in accordance with Section 3) or otherwise cause the Company to record the forfeiture of a number of whole shares having a Fair Market Value as of the date on which such obligation for Withholding Taxes arises, not in excess of the amount of such Withholding Taxes determined by using the applicable minimum statutory withholding rates, or such other amount or rate determined by the Company in its reasonable discretion (the “Share Withholding Method”); or

(iii)subject to compliance with applicable law and the Company’s Securities Trading Policy as then in effect, from proceeds of a same-day or next-day sale of a portion of the Restricted Shares effected by the Company’s designated broker.

(b)In the absence of a full satisfaction of the obligation set forth in this Section 7 within five (5) days of the date when the Forfeiture Restriction shall have lapsed, or such earlier date, if any, when the Company shall be required to have satisfied its obligation under applicable law with respect to Withholding Taxes, the Participant’s acceptance of the Restricted Shares and this Restricted Stock Agreement shall constitute the Participant’s authorization to the Company’s designated broker to effect the sale contemplated by Section 7(a)(iii) in accordance with this Section 7(b).

(c)Notwithstanding anything to the contrary in this Restricted Stock Agreement, if the Restricted Shares are taxable to the Participant at a date earlier than the Vesting Date as a result of the Participant’s Disability or Retirement eligibility and the Restricted Shares shall not have previously been forfeited in accordance with the terms and conditions of this Restricted Stock Agreement, then the Company shall accelerate the vesting of the Restricted Shares, and the Forfeiture Restriction shall lapse, with respect only to the number of Restricted Shares having a Fair Market Value sufficient, but not in excess of the amount needed, to satisfy the Withholding Taxes determined by using the applicable minimum statutory withholding rates, or such other amount or rate determined by the Company in its reasonable discretion. The remainder of the Restricted Shares shall continue to vest and be subject to the Forfeiture Restriction in accordance with the terms and conditions of this Restricted Stock Agreement.

8.Notice. Every notice or other communication relating to this Restricted Stock Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as provided in this Restricted Stock Agreement; provided that, unless and until some other address is so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company’s General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

9.No Right to Continued Employment. Neither the Plan nor this Restricted Stock Agreement nor the granting of the Restricted Shares that are the subject of this Restricted Stock Agreement shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any of its Affiliates or Subsidiaries. Further, the Company, or, if different, the Service Recipient, may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Restricted Stock Agreement, except as otherwise expressly provided in this Restricted Stock Agreement.

10.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, including but not limited to any advice relating to the application of Code Section 83 to the Restricted Shares or compliance with the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

11.Data Privacy. The Participant hereby explicitly and without reservation consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Restricted Stock Agreement and any other Restricted Stock grant materials by and among, as applicable, the Service Recipient, the Company and its other Affiliates or Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

12.Binding Effect. This Restricted Stock Agreement shall be binding upon the heirs, executors, administrators, successors and, to the extent permitted, assigns or other Permitted Transferees of the parties to this Restricted Stock Agreement.

13.Waiver and Amendments. Subject to Section 13(b) of the Plan, the Committee may waive any condition or right under, amend any term of, or alter, suspend, discontinue, cancel or terminate, this Restricted Stock

Agreement, prospectively or retroactively (including after the Participant’s Termination); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of the Participant under this Restricted Stock Agreement shall not to that extent be effective without the consent of the Participant. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrence or transaction under this Restricted Stock Agreement unless such waiver specifically states that it is to be construed as a continuing waiver.

14.Governing Law; Venue. This Restricted Stock Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law. For purposes of litigating any dispute that arises under this grant or this Restricted Stock Agreement, the parties hereby submit to and consent to the jurisdiction of federal and state courts located in Somerset County, New Jersey, and hereby waive any objection to proceeding in such jurisdiction, including any objection regarding an inconvenient forum.

15.Plan. The terms and conditions of the Plan are incorporated in this Restricted Stock Agreement by reference. In the event of a conflict or inconsistency between the terms and conditions of the Plan and the terms and conditions of this Restricted Stock Agreement, the Plan shall govern and control.

16.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any document related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

17.Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the Participant’s participation in the Plan, on the Restricted Shares and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreement or undertaking that may be necessary to accomplish the foregoing.

18.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws of one or more countries, that may affect his or her ability to acquire or sell shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by applicable laws). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company securities trading policy. The Participant is responsible for ensuring compliance with any applicable restriction and is advised to consult his or her personal legal advisor on this matter.

19.Entire Agreement; Miscellaneous. This Restricted Stock Agreement, the Grant Notice and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Shares. This Restricted Stock Agreement, the Grant Notice and the Plan supersede any prior agreements, commitments or negotiations concerning the Restricted Shares. The headings used in this Restricted Stock Agreement are for convenience only and shall not affect its interpretation.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the respective dates indicated below.

The undersigned spouse of the Participant has read and hereby approves the foregoing Restricted Stock Agreement. In consideration of the Company’s granting the Participant the right to acquire the Restricted Shares in accordance with the terms of such Restricted Stock Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Restricted Stock Agreement, including (without limitation) the Forfeiture Restriction pursuant to which any Restricted Shares in which the Participant is not vested at the time of his or her Termination will be forfeited.

FOR VALUE RECEIVED ___________________ hereby sell(s), assign(s) and transfer(s) unto Catalent, Inc. (the “Company”), _______________ (_________) shares of the Common Stock of the Company standing in his or her name on the books of the Company [and represented by Certificate No. ________________ herewith]¹ and do(es) hereby irrevocably constitute and appoint _____________________ Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated: ____________________

Signature ____________________