AMBASSADORS GROUP, INC. 2009 EQUITY PARTICIPATION PLAN CONSULTANT RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT made as of ___________, 200_, by and between Ambassadors, Group, Inc., a Delaware corporation (the “ Company ”), and ___________________ (the “ Awardee ”).

WHEREAS, the Company has adopted the Ambassadors Group, Inc. 2009 Equity Participation Plan (the “ Plan ”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and

WHEREAS, the Committee has authorized the award to the Awardee of shares of Restricted Stock (“ Restricted Shares ”) under the Plan, on the terms and conditions set forth in the Plan and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Awardee hereby agree as follows:

1.   Definitions .

Terms used in this Agreement which are defined in the Plan shall have the same meanings as set forth in the Plan.

2.   Award of Restricted Shares .

The Committee hereby awards to the Awardee [insert # of shares] Restricted Shares. All such Restricted Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

3.   Stock Issuance .

The Awardee hereby acknowledges that the Restricted Shares are issued in book entry form on the books and records as kept by the Company’s transfer agent, shall be registered in the name of the Awardee and a stock certificate evidencing the Restricted Shares shall not be delivered to the Awardee until the Awardee satisfies the vesting requirements contained in Section 4.  In the event that a stock certificate is delivered to the Awardee before the vesting requirements are satisfied, the Awardee hereby acknowledges that such stock certificate shall bear the following legend:

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