TURBOCHEF TECHNOLOGIES, INC. 2003 STOCK INCENTIVE PLAN RESTRICTED STOCK UNITS AGREEMENT

1.    Grant of Restricted Stock Units.

1.2  Construction. This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

1.4  Term. This Agreement shall continue until the Recipient’s right to be issued RSU Shares has vested to the fullest extent allowed hereunder or until the Payout Date, whichever is later.

2.   Vesting. The RSU award shall vest, and, subject to Sections 3.3 and 7.1 or adjustment under Section 9, the Recipient shall have the right to receive one share of Common Stock of the Company for each RSU held (or equivalents, as provided herein, “RSU Shares”) on or after the dates set forth on the front of this Agreement certificate, subject to earlier vesting of the RSU award as provided in Sections 3.3 and 7, and as the Company may agree in writing, and subject to earlier termination of the RSU award as provided in Sections 1.3 and 6 or in the Plan. The right to receive the RSU Shares as they become vested shall be cumulative and shall continue during the Term unless sooner terminated as provided herein. Further vesting of the RSU award shall cease upon termination of the Recipient’s employment with the Company or any subsidiary for any reason, other than death or Disability as next provided. In the event the Recipient dies or is terminated by reason of Disability (as determined by the Committee) while an employee of the Company or any subsidiary, the RSU award will immediately vest in its entirety and the Payout Date shall change to the date of death or such termination.

3.1  Delivery of RSU Shares. Once vested, the RSU will be paid out by the Company through the issuance of RSU Shares to the Recipient as soon as reasonably possible after, and effective as of, the later of the vesting date and the Payout Date. The “Payout Date” shall be the date, if any is indicated on the front of this Agreement certificate (adjusted as provided under Sections 3.3 and 7), on which the vested RSU Shares shall be issued. Certificate(s) for the RSU Shares shall be issued in the name of the Recipient, free and clear of all liens, security interests, pledges or other claims or charges or restrictions (other than securities law restrictions), and delivered to the last address of the Recipient known by the Company or as otherwise directed in writing by the Recipient. The Company’s obligation to deliver RSU Shares is conditioned upon Recipient providing such information as may be reasonably required or appropriate in connection with such delivery, such as a registration address and tax identification number.

3.2  Stockholder Rights. The Recipient shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any RSU Shares until issued to the Recipient, except as provided in this Agreement. After RSU Shares have vested, the Recipient shall have the right to equivalent consideration for any dividend declared by the Company on its Common Stock on or after the vesting date, whether such dividend is in the form of cash, securities or other property. After the RSU award but before the vesting date the Recipient shall have no rights to any dividend declared by the Company on its Common Stock, except as provided in Section 9. The Recipient shall have no voting rights with respect to the RSU Shares until issued. Equivalent consideration for any dividends deemed payable on RSU Shares hereunder shall be payable on the Payout Date, and if on the Payout Date the Company may not reasonably issue or deliver dividends in the form payable on the record date therefor, then the Company may deliver cash or other property of a reasonably equivalent value.

3.3 Merger; Acquisition. If the Company is acquired by merger or otherwise, then the vesting of rights to be issued RSU Shares under this Agreement and the Payout Date shall be accelerated to occur immediately prior to the closing of such transaction and the Recipient shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Recipient any voting rights with respect to the RSU Shares until issued.

5.   Securities Law Restrictions. The issuance of RSU Shares may be reasonably delayed by the Company until, in the opinion of counsel for the Company, the issuance of the RSU Shares is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the RSU Shares have been duly registered under such laws. Unless the RSU Shares have been registered for sale under all applicable laws, the Recipient shall represent, warrant and agree, as a condition to the issuance of the RSU Shares, that if the issuance of the RSU Shares is deemed a purchase of such securities under applicable law, then the RSU Shares are being purchased for investment only and without a view to any sale or distribution of such RSU Shares and that such RSU Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel satisfactory to the Company that such a disposition is exempt from such registration. The Recipient acknowledges that an appropriate legend giving notice of the foregoing restrictions shall, at the option of the Company, appear conspicuously on all certificates evidencing the RSU Shares or other securities issued upon the payout of the RSU award.

6.   Limitation or Cancellation of Award. If the Recipient engages in any Detrimental Activity, the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit any further vesting of the RSU award and this Agreement as of the first date the Recipient engages in the Detrimental Activity, unless sooner terminated by operation of another term of this Agreement, the Plan or any other agreement.