STOCK AWARD LETTER
The Board of Directors of Greatbatch, Inc. (the "Company") has authorized and approved the 2005 Stock
Incentive Plan (the "Plan"), which has been submitted to and approved by the stockholders of the Company.
Pursuant to the Plan, the Company has granted you shares of Common Stock, par value $.001 per share (the
"Shares"), on the terms and subject to the conditions set forth in the Plan and in this grant letter, such grant to be
considered a "Stock Bonus" for purposes of the Plan. The Plan shall be deemed a part hereof as if fully set forth
herein. A copy of the Plan is available at the Smith Barney website
[www.benefitaccess.com] or may be obtained by request addressed to: Corporate Secretary, Greatbatch, Inc.,
9645 Wehrle Drive, Clarence, NY 14031.
1. Grant of Stock. As of the date set forth below, the Company, hereby grants to you (the "Grant") all right, title
and interest in ____ Shares.
2. Delivery of Shares. The Shares will be issued in your name and delivered to you or at your instruction as soon
as practicable after the date set forth below.
3. Legends. If the Company, in its sole discretion, shall determine that it is necessary to comply with applicable
securities laws, the certificate or certificates representing the Shares received pursuant to the Grant shall bear an
appropriate legend in form and substance, as determined by the Company, giving notice of applicable restrictions
on transfer under or in respect of such laws.
4. Investment Intent. You hereby covenant and agree with the Company that if there does not exist a Registration
Statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), which Registration
Statement shall have become effective and shall include a prospectus which is current with respect to the Shares
subject to this Grant (i) that you will represent that you are receiving the Shares for your own account and not
with a view to the resale or distribution thereof and (ii) t