Greenville Uses in Nontransferability Clause


pursuant to and subject to the provisions of the ScanSource, Inc. Amended and Restated 2002 Long-Term Incentive Plan (the Plan) and to the terms and conditions set forth in this Award Certificate (the Award Certificate). This Award Certificate describes terms and conditions of the Restricted Stock Award (or the Award) granted herein and constitutes an agreement between the Grantee and the Company.

Nontransferability. No right or interest of the Grantee in the Award, to the extent restricted, may be pledged, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate or shall be subject to any lien, obligation or liability of the Grantee to any other party other than the Company or an Affiliate. Except as otherwise provided in the Plan, the Award, to the extent restricted, shall not be assignable or transferable by the Grantee other than by will or the laws of descent and distribution. Prior to vesting, the Shares subject to the Award may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.