RESTRICTED STOCK AWARD AGREEMENT
Epoch Holding Corporation
640 Fifth Avenue, 18th Floor
New York, NY 10019
City, State, Zip
Plan: 2004 Omnibus Long-Term Incentive Compensation Plan
Effective ____________, you have been granted __________ shares (the "Award Shares") of Epoch Holding
Corporation's (the "Company") Common Stock.
Initially, you will be vested in twelve and one-half percent (12.5%) of your Award Shares. Subject to the terms
and restrictions detailed below, the remaining Award Shares will vest over the next three years (the "Restriction
Period") pursuant to the following schedule:
Terms and Restrictions:
(i) During the Restriction Period, you shall have all of the rights of a shareholder, including the right to vote the
total Award Shares and the right to receive dividends thereon, if any dividends are paid. Award Shares which are
not vested may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered.
(ii) In the event that your employment is terminated during the Restriction Period, any Award Shares that are
subject to any restrictions at time will be forfeited.
(iii) Award Shares subject to vesting restrictions will be evidenced by Certificates of Stock that will bear
appropriate legend referring to terms, conditions and restrictions or forfeitures. Certificates of stock containing
such legend will remain in the possession of the Company. Upon the lifting of restrictions at each vesting period,
the Company will issue shares to you with the restricted legend removed.
(i) You are responsible for payment of federal, state, local and any other taxes on the unrestricted shares. The
Company retains the authority to withhold and pay monies from your salary on any portion of the Award Shares
when taxes are due. This authority may also include the ability of the Company to withhold or receive shares of
stock from the Award in order to make cash payments to