RESTRICTED STOCK AWARD CERTIFICATE
R. Scott Benbenek
by Scan Source , Inc. (the “Company”) of
8,137 shares of its common stock, no par value (the “Shares”)
on: May 21, 2009 (the “Grant Date”)
pursuant to and subject to the provisions of the Scan Source , Inc. Amended and Restated 2002 Long-Term Incentive Plan (the
“Plan”) and to the terms and conditions set forth in this Award Certificate (the “Certificate”). By accepting the Restricted Stock
Award described herein, the Grantee shall be deemed to have agreed to the terms and conditions set forth on this Certificate
and the Plan and understands and agrees that this Certificate constitutes an agreement between the Grantee and the Company.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
The Award shall become earned and vested only if and to the extent that the conditions stated in Section 2 or Section 3 of
the Certificate are met, subject to the other terms of the Certificate and the Plan.
IN WITNESS WHEREOF, Scan Source , Inc., acting by and through its duly authorized officers, has caused this Certificate
to be duly executed.
TERMS AND CONDITIONS
1. Grant of Shares . The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions
set forth in the Plan and in this Certificate, a Restricted Stock Award (the “Award”) for up to the number of Shares indicated on
Page 1 hereof.
2. Vesting and Earning of the Award .
(a) The Award shall be deemed earned and vested only if (and to the extent that) the conditions stated in Section 2 are met.
The Committee has sole discretion to determine if the Award (or portion thereof) has been earned and vested.
(b) The Award is subject to both continued service and performance requirements as follows:
(i) First tranche: Up to fifty percent (50%) of the Shares subject to the Award (that is, 4,069 shares) shall