PERFORMANCE STOCK AWARD GRANT AGREEMENT
THIS PERFORMANCE STOCK AWARD 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 performance 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 grant performance stock
awards that entitle an employee of the Company receiving such award to shares of common stock of the
Company if the Company achieves a predetermined performance objective; and
WHEREAS, the Committee has determined it to be in its best interests of the Company to grant the Employee a
performance stock award as an inducement to achieve the below described performance objective.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the
parties hereto agree as follows:
1. Performance Stock Award 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 hereby grants Employee a performance stock
award, such performance stock award shall entitle the Employee to receive _____ shares of the Company's
common stock (the "Shares") if the Company achieves _____________ ($_______) in consolidated annual
revenue in the fiscal year beginning on July 1, 2006 and ending on June 30, 2007 (the "Performance Objective"),
subject to the terms and conditions and restrictions set forth below.
2. Price Paid by Employee. The price to be paid by the Employee for the shares granted shall be No Dollars ($
0.00 ) per share.
3. Termination of Employment. If the employment of the Employee shall terminate prior to attaining the
Performance Objective, the performance stock awards granted shall be forfeited.
4. Death/Disability. If the Employee dies or becomes permanently disabled