ARRIS GROUP, INC.
[YEAR] STOCK INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT
ARRIS Group, Inc., a corporation organized and existing under the laws of the State of Delaware (or any
successor corporation) (the "Company"), does hereby grant and give unto [First Name] [Last Name] (the
"Participant"), an award (the "Award") of shares of restricted Common Stock (the "Restricted Stock") upon the
terms and conditions set forth in this Restricted Share Grant Agreement (the "Agreement").
WHEREAS, the shares of Restricted Stock described in this Agreement have been granted pursuant to, and are
governed by, the Plan (as defined herein);
NOW, THEREFORE, the Company and the Participant hereby agree as follows:
1. DEFINITIONS. All the definitions set forth in the Plan are hereby incorporated in this Agreement. For
purposes of this Agreement, the following additional terms shall be defined as follows:
(a) DISABILITY means "total disability" as defined under the Company's group disability plan then in effect
(whether or not the Participant is covered under or eligible to participate in such plan).
(b) PLAN means the ARRIS Group, Inc. [Year] Stock Incentive Plan, as amended from time to time.
(c) SHARES shall have the meaning given such term in Section 2 of this Agreement.
(d) TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may arise and fall due in relation
to the grant, vesting or sale of the Shares granted under this Agreement.
(e) VESTING DATE means a date upon which the restrictions contained in Section 3 of this Agreement lapse
with respect to any portion of the Shares (but only with respect to the Shares vested at such Vesting Date), which
date shall be determined in accordance with Section 4 of this Agreement.
2. GRANT OF RESTRICTED STOCK. The Participant is hereby granted [number of] shares of Restricted
Stock (the "Shares") of the Company's Common Stock, par value $0.01, on [Month] [Day], [Year] (the "Grant
Date"). The Shares are b