0000912057-02-016905 Sample Contracts

ALLEGIANCE TELECOM, INC. FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE 1998 STOCK INCENTIVE PLAN, AS AMENDED
Restricted Stock Agreement • April 26th, 2002 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware

This Restricted Stock Agreement (this "Agreement") is made and entered into as of the date of award indicated below (the "Award Date") by and between Allegiance Telecom, Inc., a Delaware corporation ("we" or the "Company"), and the person named below as participant ("you" or the "Participant"). All capitalized terms used in this Agreement shall have the meaning assigned to them in Paragraph 4 of this Agreement.

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Dated at least six (6) months prior to a Vesting Date; for the first Vesting Date of September 30, 2002, dated any time prior to June 30, 2002]
Allegiance Telecom Inc • April 26th, 2002 • Telephone communications (no radiotelephone)

Pursuant to section 2(e) of that certain Restricted Stock Agreement dated as of , 2002, I hereby elect to defer the distribution of shares of Vested Restricted Shares (the "Deferral Shares") which may vest on , until (any such date to which the shares are deferred, the "Deferral Date") [select option and fill in blanks]:

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