RESTRICTED STOCK GRANT AGREEMENT
THIS RESTRICTED STOCK GRANT AGREEMENT (the "Agreement"), by and between TWIN DISC,
INCORPORATED (the "Company") and ____________________ (the "Employee") is dated this 15th day of
October 2004, to memorialize an award of restricted stock of even date herewith.
WHEREAS, the Company adopted an Incentive Compensation Plan in 1998 (the "Plan") whereby the
Compensation Committee of the Board of Directors (the "Committee") is authorized to award shares of common
stock of the Company to officers and key employees carrying restrictions such as a prohibition against disposition
and establishing a substantial risk of forfeiture; and
WHEREAS, the Committee has determined it to be in its best interests of the Company to provide the Employee
with an inducement to acquire or increase the Employee's equity interest in the Company.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the
parties hereto agree as follows:
1. Stock Grant. Subject to the terms of the Plan, a copy of which has been provided to the Employee and is
incorporated herein by reference, the Company grants to the Employee ______ shares of the common stock of
the Company, subject to the terms and conditions and restrictions set forth below.
2. Fair Market Value. The fair market value of the shares granted was ______________ Dollars ($_______)
per share on the date of grant.
3. Price Paid by Employee. The price to be paid by the Employee for the shares granted shall be No Dollars ($
0.00) per share.
4. Transferability. For a period of two (2) years from the date of grant the shares granted shall not be subject to
sale, assignment, pledge or other transfer of disposition by the Employee, except as provided in Section 6, or
except by reason of an exchange or conversion of such shares because of merger, consolidation, reorganization
or other corporate action. Any shares into which the granted shares may be converted or for which the granted