Amended And Restated Restricted Class C Unit Award

ALLIED SECURITY HOLDINGS LLC AMENDED AND RESTATED RESTRICTED CLASS C UNIT AWARD AGREEMENTName of Member:Restricted Units: Time Based C Units Performance C UnitsOriginal Grant Date:Date Restricted Time Based C UnitsRestrictions Lapse:Date Restricted Performance C UnitsRestrictions Lapse: This Restricted Unit Award Agreement (this "Agreement") dated as of _____by and between the Allied Security Holdings LLC (the "Company") and the Memberpursuant to the terms of the Operating Agreement of Allied Security Holdings LLC(the "LLC Agreement"). The Member and the Company hereby agree as follows:1. The Company hereby grants to the Member an award of Restricted Units as set forth in Exhibit A.2. The grant of this award is conditioned upon the execution by the Member of the LLC Agreement. This award is subject in its entirety to, and incorporates by reference, all the terms and conditions of the LLC Agreement.3. Restricted Units granted hereby shall not be transferable except as provided in the LLC Agreement.4. Except as set forth below, the Restricted Timed Based C Units set forth on Exhibit A (the "Timed Based C Units") shall vest according to the Schedule set forth in Exhibit A, provided the Member is employed by SpectaGuard Holding Corporation, f/k/a/ Cryphon SpectaGuard II, Inc. ("Holding") or any of its affiliates on the applicable vesting date.5. Except as set forth below, the Restricted Performance C Units set forth on Exhibit A (the "Performance C Units") shall vest according to the Schedule set forth in Exhibit A, provided the Member is employed by Holding or any of its affiliates on such applicable vesting date, and provided further that the EBITDA Target (the "EBITDA Target") established by the Board of Directors of Holding (the "Board") with respect to the applicable vesting period has been met. If the EBITDA Target with respect to the applicable vesting period is not met, then the related Performance C Units shall be forfeited and cancelled as of the applicable vesting date.6. Notwithstanding the above, provided that the Member is employed by Holding or any of its affiliates on the date of such occurrence, all unvested Restricted Units then held by the Member (excluding, however, any previously forfeited Restricted Units) shall vest upon the earliest to occur of: (a) a sale of all or substantially all of the assets of the Company Offeror (as defined in the LLC Agreement) to a Third Party (as defined in the LLC Agreement), (b) the failure of Mafco and the Permitted Transferees (as defined in the LLC Agreement) of Holding, collectively, to (directly or indirectly) maintain "beneficial ownership" (as defined in Rule 13d-3 ("Rule 13d-3") of the Securities Exchange Act of 1934, as amended) of securities of the Company Offeror representing at least twenty percent (20%) of the combined ordinary voting power of the Company Offeror's then outstanding securities that are entitled to vote ge ...