0000950144-05-005744 Sample Contracts

STOCK UNIT AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan
Stock Unit Award Agreement • May 18th, 2005 • Ultimate Software Group Inc • Services-prepackaged software • Delaware

This STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this ___day of ___, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___(the “Participant”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”).

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DIRECTOR FEE OPTION AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan
Director Fee Option Award Agreement • May 18th, 2005 • Ultimate Software Group Inc • Services-prepackaged software • Delaware

This Award Agreement (the “Agreement”) made as of this 3rd day of January, 2005, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___ (the “Optionee”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”). This Agreement and the benefits conferred hereunder shall be subject to the approval of the Plan by the Company’s stockholders at the Company’s 2005 Annual Meeting of Stockholders. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

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RESTRICTED STOCK AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan
Restricted Stock Award Agreement • May 18th, 2005 • Ultimate Software Group Inc • Services-prepackaged software • Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) made as of this ___day of ___, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___(the “Grantee”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

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NONQUALIFIED STOCK OPTION AWARD AGREEMENT The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan
Nonqualified Stock Option Award Agreement • May 18th, 2005 • Ultimate Software Group Inc • Services-prepackaged software • Delaware

This Award Agreement (the “Agreement”) made as of this ___day of ___, 20___, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”), and ___(the “Optionee”), is made pursuant to the terms of The Ultimate Software Group, Inc. 2005 Equity and Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

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