United States Uses in Nontransferability Clause

Nontransferability from Performance Restricted Stock Unit Agreement

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Helen of Troy Limited (the Company), a Bermuda company, hereby grants to Julien Mininberg, the Chief Executive Officer of the Company (the Holder), Restricted Stock Units (RSUs), each such RSU contingently entitling the Holder to acquire one common share, par value $0.10 per share of the Company (the Shares), which are subject to certain restrictions and to a risk of forfeiture upon the terms set forth in this restricted stock unit agreement (this RSU Agreement) and the associated grant award information (the Grant Information) maintained on the website of the stock brokerage or such other financial services firm as may be designated by the Company (the Designated Broker) (collectively, this RSU Agreement and the Grant Information shall be referred to as the Agreement):

Nontransferability. Prior to vesting, the RSUs shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion, shall have the authority to waive the requirements of this Section 7 and Section 21 of the Plan or any part hereof or thereof that is not required under the rules promulgated under any law, rule or regulation applicable to the Company.

Nontransferability from Performance Restricted Stock Unit Agreement

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Helen of Troy Limited (the Company), a Bermuda company, hereby grants to Julien Mininberg, the Chief Executive Officer of the Company (the Holder), Restricted Stock Units (RSUs), each such RSU contingently entitling the Holder to acquire one common share, par value $0.10 per share of the Company (the Shares), which are subject to certain restrictions and to a risk of forfeiture upon the terms set forth in this restricted stock unit agreement (this RSU Agreement) and the associated grant award information (the Grant Information) maintained on the website of the stock brokerage or such other financial services firm as may be designated by the Company (the Designated Broker) (collectively, this RSU Agreement and the Grant Information shall be referred to as the Agreement):

Nontransferability. Prior to vesting, the RSUs shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion, shall have the authority to waive the requirements of this Section 7 and Section 21 of the Plan or any part hereof or thereof that is not required under the rules promulgated under any law, rule or regulation applicable to the Company.

Nontransferability from Form of Performance Award Agreement

MSCI Inc. (MSCI, and together with its Subsidiaries, the Company) hereby grants to you Performance Stock Units (PSUs) as described below. The awards are being granted under the MSCI Inc. 2007 Amended and Restated Equity Incentive Compensation Plan (as may be amended from time to time, the Plan).

Nontransferability. You may not sell, pledge, hypothecate, assign or otherwise transfer your PSUs, other than as provided in Section 9 or by will or the laws of descent and distribution or otherwise as provided for by the Committee.

Nontransferability from Incentive Compensation Plan

Nontransferability. Except as otherwise provided in a Participants Award Agreement, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participants Award Agreement, a Participants rights under the Plan shall be exercisable during his lifetime only by such Participant. Article 10. Cash-Based Awards and Other Share-Based Awards

Nontransferability from Incentive Compensation Plan

Nontransferability. Except as otherwise provided in this Article 8 or the applicable Agreement, Performance Shares/Units may not be sold, exchanged, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in the applicable Agreement, a Participants rights with respect to Performance Shares/Units shall be available during the Participants lifetime only by the Participant or the Participants legal representative. Article 9Other Awards The Committee shall have the authority to specify the terms and provisions of other forms of equity-based or equity-related awards not described above that the Committee determines to be consistent with the purpose of the Plan and the interests of the Company. The Other Awards may provide for cash payments based in whole or in part on the value or future value of Shares, for the acquisition or future acquisition of Shares, or any combination of the foregoing. Notwithstanding the foregoing, where the value of an Other Award is based on the difference in the value of a Share at different points in time, the grant or exercise price will not be less than 100% of the Fair Market Value of the Shares on the date of grant unless the Other Award is granted in replacement for an award previously granted by an entity that is assumed by the Company in a business combination, provided that the Committee determines that the Other Award preserves the economic benefit of the replaced award and is either exempt from or in compliance with the requirements of Code section 409A. Article 10Performance Measures 10.1 In General. The Committee may, in its discretion, include performance conditions in any Award. 10.2 Section 162(m) Performance Measures. Unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general performance measures set forth in this Article 10, the attainment of which may determine the degree of payout and/or vesting with respect to Covered Employees Awards that are intended to qualify under the performance-based compensation provisions of Code section 162(m), the performance measure(s) to be used for purposes of such Awards shall be chosen from among the following: earnings, earnings per share, consolidated pre-tax earnings, net earnings, net income, operating income, EBIT (earnings before interest and taxes), EBITDA (earnings before interest, taxes, depreciation and amortization), gross margin, operating margin, profit margin, revenues, revenue growth, market value added, market share, economic value added, return measures (including but not limited to return on equity, return on investment, return on assets, return on net assets, and return on capital employed), total stockholder return, profit, operating profit, economic profit, capitalized economic profit, after-tax profit, pre-tax profit, cash, cash flow measures (including but not limited to operating cash flow, free cash flow, cash flow return, and cash flow per share), sales, sales volume, sales growth, assets, inventory turnover ratio, productivity ratios, Share price, cost, unit cost, expense targets or ratios, charge-off levels, operating efficiency, operating expenses, customer satisfaction, improvement in or attainment of expense levels, working capital, improvement in or attainment of working capital levels, debt, debt to equity ratio, debt reduction, capital targets and/or consummation of acquisitions, dispositions, projects or other specific events or transactions. Any performance measure may be applied to the Company and any other entity included in the term Employer in the aggregate, to a selection of these, to each as a whole or alternatively, or to any business unit of the Company or any other entity included in the term Employer, either individually, alternatively or in any combination and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to results for previous years or to a designated comparison group of entities or to a published or stock market or other index, in each case as specified by the Committee. The Committee shall specify the period over which the performance goals for a particular Award shall be measured. 10.3 Other Performance Measures. The Committee may establish other performance measures for Awards granted to Eligible Participants that are not intended to qualify under the performance-based compensation exception from the deductibility limitations of Code section 162(m). 10.4 Committee Determination of Achievement of Performance Goals; Adjustments. The Committee shall determine whether the applicable performance goals have been met with respect to a particular Award and, if they have, the Committee shall so certify in writing and ascertain the amount payable under the applicable Award. The Committee is authorized to make adjustments in performance-based criteria or in the term

NONTRANSFERABILITY from Amended and Restated

NONTRANSFERABILITY. Except as set forth in this Section 14 or as otherwise approved by the Board, Awards shall be nonassignable and nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Restricted Shares may be transferred, with the consent of the Board, by gift to charitable institutions, or by gift to an Eligible Directors Immediate Family. Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships, any person sharing the Eligible Directors household (other than as a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Eligible Director) control the management of assets, and any other entity in which these persons (or the Eligible Director) own more than fifty percent (50%) of the voting interest.

Nontransferability

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.

NONTRANSFERABILITY from Amended and Restated

NONTRANSFERABILITY. Except as set forth in this Section 14 or as otherwise approved by the Board, Awards shall be nonassignable and nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Restricted Shares may be transferred, with the consent of the Board, by gift to charitable institutions, or by gift to an Eligible Directors Immediate Family. Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships, any person sharing the Eligible Directors household (other than as a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Eligible Director) control the management of assets, and any other entity in which these persons (or the Eligible Director) own more than fifty percent (50%) of the voting interest.

NONTRANSFERABILITY from Amended and Restated

NONTRANSFERABILITY. Except as set forth in this Section 14 or as otherwise approved by the Board, Awards shall be nonassignable and nontransferable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Restricted Shares may be transferred, with the consent of the Board, by gift to charitable institutions, or by gift to an Eligible Directors Immediate Family. Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships, any person sharing the Eligible Directors household (other than as a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Eligible Director) control the management of assets, and any other entity in which these persons (or the Eligible Director) own more than fifty percent (50%) of the voting interest.

Nontransferability from Compensation Plan

Nontransferability. Except as otherwise provided in a Participants Award Agreement, Performance Shares/Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participants Award Agreement, a Participants rights under the Plan shall be exercisable during his or her lifetime only by such Participant.