SPECIAL INCENTIVE PROGRAM RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”) is effective as of June 28, 2010 (the “ Grant Date
”), between Jackson Hewitt Tax Service Inc., a Delaware corporation (the “ Company ”), and Daniel P. O’Brien (the “ Participant
Pursuant to the Jackson Hewitt Tax Service Inc. Amended and Restated 2004 Equity and Incentive Plan (the “ Plan ”), the
Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that the Participant is to
be granted a restricted stock award (the “ Restricted Stock Award ”), on the terms and conditions set forth herein, and on the
terms and conditions set forth in the Plan, and hereby grants such Restricted Stock Award. Capitalized terms used herein which
are not defined in this Agreement will have the meanings set forth in the Plan. The Participant acknowledges that the Participant
has received a copy of the Plan Prospectus.
1. Number of Restricted Shares .
Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the
Company hereby grants to the Participant the Restricted Stock Award consisting of the number of shares of the common stock
of the Company specified on Exhibit A (the “ Restricted Shares ”). The Restricted Shares shall vest and become nonforfeitable
in accordance with Section 2 hereof.
2. Vesting of the Restricted Shares .
(a) Subject to the Participant’s continued service with the Company, the Restricted Shares shall vest and become
nonforfeitable as of April 30, 2011 as to 100% of the Restricted Shares.
(b) If the Participant’s service with the Company terminates or is terminated for any reason, the Restricted Shares
shall, to the extent not then vested, be forfeited by the Participant without consideration.
(c) Notwithstanding any other provision of this Agreement to the contrary, in the event a Change in Control occurs,
the Restricted Shares shall, to the exte