RESTRICTED STOCK UNIT AWARD AGREEMENT

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this _____ day of ________, 20__, between The Ultimate Software Group, Inc., a Delaware corporation (the “Company”) and _______________________ (the “Participant”), is made pursuant to the terms of The Ultimate Software Group, Inc. Amended and Restated 2005 Equity and Incentive Plan (the “Plan”).

Section 1.                          Definitions .  Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 2.                          Stock Unit Award .  The Company has granted to the Participant a Stock Unit Award representing a number of Stock Units of the Company (“Restricted Stock Units”), identified in a written communication (an “Award Notice”) delivered to the Participant by or on behalf of the Company, pursuant to the terms and conditions set forth in this Agreement and subject to the terms and conditions set forth in the Plan, a copy of which the Participant acknowledges having received.  Each Restricted Stock Unit represents rights in respect of one share of the Company’s Common Stock.  Additional Award Notices shall be delivered to the Participant in the event that the Company grants to the Participant additional Stock Unit Awards in the future.  All such Award Notices shall indicate the number of Restricted Stock Units granted and the applicable Date of Grant.  Unless the Committee should determine otherwise, any future Awards of Restricted Stock Units shall be subject to the terms and conditions provided in this Agreement and the Plan.

Section 3.                          Vesting Requirements .

(a)   Vesting of Award .  Subject to Section 3(c) hereof, the Restricted Stock Units shall vest in three equal annual installments of 33-1/3% of the number of Restricted Stock Units on each of the first three anniversaries of the Date of Grant thereof, subject to the Participant’s continued employment with the Company or any of its Subsidiaries on each such vesting date, and shall be payable in accordance with Section 5 hereof; provided , however , that if any such anniversary is not a date on which the Company’s Common Stock is traded on NASDAQ, then the vesting date shall be the next such date; and provided further , however , that if the Chief Financial Officer of the Company should determine that any such anniversary falls within a period during which the Participant is prohibited from trading the Company’s Common Stock under the Company’s Stock Trading Policy, the Chief Financial Officer shall so advise the Participant in writing and the vesting date shall be the date as of which the Chief Financial Officer has determined that such period has ended.

(b)   Full Accelerated Vesting .  Notwithstanding the provisions of Section 3(a) hereof, upon (i) the Participant’s termination of employment as a result of the Participant’s death or Disability, or (ii) a Change in Control of the Company, all of the Restricted Stock Units shall become fully and immediately vested, and shall be payable in accordance with Section 5 hereof, to the extent that they have not previously been forfeited in accordance with Section 4 hereof.

(c)   Fractional Units .  In the event that the calculation of the three equal installments of Restricted Stock Units pursuant to Section 3(a) hereof would result in a number of Restricted Stock Units that includes a fractional Restricted Stock Unit, the fractional Restricted Stock Unit shall not vest until and unless the third installment of Restricted Stock Units vests.

Section 4.                          Termination of Employment .  In the event of the Participant’s termination of employment for any reason other than as a result of the Participant’s death or Disability, any portion of the Award that has not previously become vested hereunder shall be forfeited and automatically cancelled.

Section 5.                          Distribution with respect to Award .

(a)   Timing of Distribution.   Distribution with respect to the Restricted Stock Units shall be made upon the date such Restricted Stock Units become vested as provided in this Agreement.

(b)   Amount and Methods of Distributions .  Subject to the provisions of Section 5(c) hereof, distributions with respect to the Restricted Stock Units shall be made, at the discretion of the Committee, (i) in a number of shares of the Company’s Common Stock equal to the number of Restricted Stock Units becoming vested, (ii) in cash, in a