COSTARGROUP, INC. FORMOF RESTRICTED STOCK AGREEMENT

a.  

[Insert Vesting Schedule];

b.  

Notwithstanding anything to the contrary in the Plan, you will not have any rights to dividends nor voting rights with respect to unvested Shares.  With respect to vested Shares, subject to the provisions of the Plan and this Agreement, you shall have all of the powers, preferences, and rights of a holder of Common Shares, including the right to vote the Shares and the right to dividends and other distributions, if any.  You agree and understand that nothing contained in this Agreement provides, or is intended to provide, you any protection against potential future dilution of your stockholder interest in the Company for any reason, except as otherwise stated within the Plan.  Any stock dividends paid in respect of any vested portion of the Shares will be subject to the same restrictions and other terms and conditions that apply to all Common Shares for which such stock dividends are issued.

c.  

If your service as a [insert title] of [Grecam S.A.S.] [Insert appropriate entity name] is terminated, the Stock Grant shall immediately terminate and be cancelled to the extent it is not vested on the date of your termination, and any Shares subject to this Agreement which have not vested on or before that date shall be forfeited without the payment of any additional consideration.  [For the avoidance of doubt, the foregoing shall be without prejudice to the separate cash payments provided under Section 8 of that certain Grecam – Director’s Remuneration Proposal, among Hugues Kirichian, Claude Ogier and CoStar Limited, dated December 21, 2006, as amended.] [Insert last sentence, if applicable.]

a.  

prior to the expiration of a two-year period running from the applicable Vest Date, or such other period as the Compensation Committee of the Company’s Board of Directors (or other administrator of the Plan, the “Plan Administrator”) informs you is required to comply with the minimum mandatory holding period under Section L. 225-197-1 of the French Commercial Code as amended, as applicable to employees or managing directors of subsidiaries of issuers of French-Qualified Restricted Stock.

a.  

You understand and agree that the Company has not advised you regarding your income tax or social security contribution liability in connection with the grant or vesting of the Shares.  You understand that you (and not the Company) shall be solely responsible for your own tax and social security contribution liability that may arise as a result of the transactions contemplated by this Agreement.  The grant and vesting of the Shares shall be subject to all applicable income tax and social security contribution withholdings.  The Company may refuse to release the restriction on any Shares to you until you satisfy all applicable tax and social security contribution withholding obligations applicable to you (“Withholding Obligations”).  You acknowledge that the Company has the right, in its discretion, to deduct and retain without notice from shares issuable upon vesting of the Shares (or any portion thereof) or, unless otherwise determined by the Plan Administrator, from director’s fees or other amounts payable to you, shares or cash having a value sufficient to satisfy the Withholding Obligations.

b.  

To the extent required by applicable French or U.S. federal, state, or local law, you shall make arrangements satisfactory to the Company in its sole discretion for the satisfaction of any Withholding Obligations that arise by reason of vesting of the Shares or disposition of shares issued as a result of such vesting.  By accepting the Stock Grant, you agree that, unless and to the extent you have otherwise satisfied your Withholding Obligations in a manner permitted or required by the Plan Administrator pursuant to the Plan, the Company is authorized (but not required) to deduct and retain without notice from the Shares in respect of the vested portion of the Shares the whole number of shares (rounding down) having a Fair Market Value on the vesting date or, if not a trading day, the first trading day before the vesting date (as determined by the Company consistent with any applicable tax requirements) sufficient to satisfy the applicable  Withholding Obligations. If the withheld shares are not sufficient to satisfy the Withholding Obligations, you agree to pay to the Company as soon as practicable, by cash or check or, unless otherwise determined by the Plan Administrator, deducted from amounts payable to you, any amount of the Withholding Obligation that is not satisfied by the withholding of  Shares described above.  Furthermore, the Company shall have the right to deduct and withhold any such applicable taxes from, or in respect of, any dividends or other distributions paid on or in respect of the vested Common Shares comprising the Shares.

c.  

You are ultimately liable and responsible for all taxes and social security contributions owed by you in connection with the Shares, regardless of any action the Company takes or any transaction pursuant to this Section 9 with respect to any Withholding Obligations that arise in connection with the Shares. The Company makes no representation or undertaking regarding the tax treatment of the grant, issuance, or vesting of the Shares or the subsequent sale of any of the Shares acquired upon vesting of the Shares. The Company does not commit and is under no obligation to structure the Common Shares to reduce or eliminate your tax liability[, and none of the Company or any of its affiliates has any further obligations under the second paragraph of Section 7 of that certain Grecam – Directors’ Remuneration Proposal, among Hugues Kirichian, Claude Ogier and CoStar Limited, dated December 21, 2006].  [Insert last clause, as applicable.]

11.  Data Protection. By entering into this Agreement and accepting the Stock Grant, you (a) explicitly and unambiguously consent to the collection, use and transfer outside the European Union, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Stock Grant and the Plan, (b) understand that the Company and [Grecam S.A.S.] [Insert appropriate entity name] may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security number or other identification number, nationality, job title, and details of all awards or entitlements to Common Shares granted to you under the Plan or otherwise (“Data”), (c) understand that Data may be transferred to any third parties, including outside the European Union, assisting in the implementation, administration and management of the Plan, including any broker with whom the Shares issued upon vesting may be deposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country; (d) authorize the Company, its subsidiaries and its agents to store and transmit such information in electronic form, (e) understand you may, at any time, review the Data, request additional information about the storage and processing of Data, request any necessary amendments to Data, or refuse or withdraw your consent herein, in any case without cost to you, by contacting the Company in writing, and (f) further understand that refusing or withdrawing consent may affect your ability to participate in the Plan.

12.  No Right to Re-appointment.  [Nothing in this Agreement restricts the right of the Company or any of its affiliates to terminate your appointment or fail to reappoint you as a mandataire social at any time, with or without cause.  The termination of your appointment or failure to re-appoint you, whether by the Company or any of its affiliates or otherwise, and regardless of the reason therefore, has the consequences provided for hereunder, under the Plan and under any applicable contractual agreement.]  [Nothing in this Agreement restricts the right of the Company or any of its affiliates to terminate your employment at any time, with or without cause.  The termination of employment, whether by the Company or any of its affiliates or otherwise, and regardless of the reason therefore, has the consequences provided for hereunder, under the Plan and under any applicable employment or severance agreement.]  [Use applicable provision, depending upon grantee’s position.]

13.  Language. If you have received this Agreement or any other document related to the Plan or the Stock Grant translated into a language other than English and if the translated version is different than the English version, the English version will control.

a.  

This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Stock Grant.  Any prior agreements, commitments or negotiations concerning the Stock Grant are superseded.

b.  

The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.

c.  

Any notice you give to the Company must be in writing and either hand-delivered or mailed to the Corporate Secretary of the Company (or to the Chief Financial Officer if either you would receive the notice or the position is vacant).  If mailed, it should be sent by certified mail and be addressed to the foregoing executive at the Company’s then corporate headquarters.  Any notice given to you will be addressed to you at your address as reflected on the personnel records of the Company.  You may change the address for notice by like notice to the Company.  Notice will be deemed to have been duly delivered when hand-delivered, or, if mailed, two business days after such notice is postmarked.

d.  

In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms hereunder shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

e.  

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

f.  

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.