Shares

Full Vest

During the period beginning on the Grant Date and ending on the third anniversary of the Grant Date (the “Restriction Period”), no shares can be sold or transferred prior to vesting. During the Restriction Period, shares are held in custody of an escrow account.

Unless you make the 83(b) election discussed below, you will realize compensation when your shares vest based on the fair market value of the shares on that day (if vesting falls on a weekend, the previous Friday). This is treated as ordinary income, which will be reported to payroll for income tax purposes. For expatriates and employees outside the US, your awards will be subject to tax withholding and/or reporting where applicable.

U.S. Restricted Stock recipients can file an 83(b) election if they wish to pay tax on income equal to the full market value of the stock upon grant. Elections must be made within 30 days of the grant date. For more information see the 83(b) Election and Process documents.

Prior to the delivery of shares, you must remit to the Company funds in an amount sufficient to satisfy any federal, state and local tax withholding requirements, or if you so request and in the sole discretion of the Company, the Company may withhold from the shares to be delivered a number of shares sufficient to satisfy all or a portion of such tax withholding requirements.

If for any reason your employment terminates before your shares have vested, your award is canceled and you will not be entitled to any unvested shares; all unvested shares will be returned to Radiant Systems, Inc. for no consideration. However, the Plan contains special rules that will apply if your employment is terminated by you for Good Reason or by the Company (other than for Cause) following a Change in Control Event, as defined in the Plan. The Change in Control rules, if applicable, will result in the vesting of all shares granted as of the date of your termination.