<p>W. H. BRADY CO.
RESTRICTED STOCK AGREEMENT
(AUGUST 1, 1997)
W. H. Brady Co. (the "Company"), a Wisconsin corporation, hereby grants to David R. Hawke (the
"Employee") a Restricted Stock Award (the "Award") with respect to 25,000 shares (the "Shares") of the
authorized but unissued Class A Common Stock, $.01 par value, of the Company (the "Common Stock"), all in
accordance with and subject to the following terms and conditions:
1. Restrictions. Subject to Section 2 below, the restrictions on the Shares shall lapse, and the Shares shall vest to
the extent of 75%, on August 1, 2002 and to the extent of the remaining 25% on August 1, 2003 (the "Vesting
Dates"), provided that the Employee remains an employee of the Company (or a subsidiary or affiliate) during the
entire period (the "Restriction Period) commencing on the Date of Award set forth above and ending on the
respective Vesting Dates.
2. Termination of Employment, Etc., During Restriction Period. A. In the event of the termination of the
Employee's employment with the Company (and any subsidiary or affiliate) prior to the end of the Restriction
Period due to death or disability, the Shares shall become unrestricted and fully vested as follows:
For purposes of this Agreement, "Disability" means that the Employee is disabled as a result of sickness or injury,
such that he is unable to satisfactorily perform the material duties of his job, as determined by the Board of
Directors, on the basis of medical evidence satisfactory to it.
B. In the event of the termination of the Employee's employment with the Company (and any subsidiary or
affiliate) prior to the end of the Restriction Period due to a change in control, the shares shall become unrestricted
and fully vested.
For purposes of this Agreement, a "Change of Control" shall occur if any person or group of persons (as defined
in Section 13(d)(3) of the Securities and Exchange Act of 1934) other than the members of the family of William
H. Brady, Jr. and their descendants, or