FORM OF RESTRICTED
STOCK AWARD AGREEMENT
This Restricted Stock Award ("Award") is made this ____ day of _________, 200_ ("Date of Grant"), by
Young Innovations, Inc. (the "Company") to ______________ (the "Grantee").
1. AWARD OF RESTRICTED STOCK. The Company hereby grants to Grantee a total of _______________
(_______) shares of Company Common Stock (the "Restricted Stock") subject to the terms and conditions set
2. RESTRICTIONS. The Restricted Stock is being awarded to Grantee subject to the transfer and forfeiture
conditions set forth below (the "Restrictions") which shall lapse, if at all, as described in Sections 3 and 4 below.
For purposes of this Award, the term Restricted Stock includes any additional shares of Common Stock granted
to the Grantee with respect to the Restricted Stock, while it is subject to the Restrictions.
a. Grantee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, sell, assign,
pledge, encumber, charge or otherwise transfer any of the Restricted Stock while it is subject to Restrictions. The
Restricted Stock shall be forfeited if Grantee violates or attempts to violate these transfer restrictions.
b. Any Restricted Stock remaining subject to the Restrictions shall be automatically forfeited upon the Grantee's
termination of employment with the Company for any reason other than death or disability prior to October 11,
2006. The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited Restricted
3. LAPSE OF RESTRICTIONS. The Restrictions shall lapse as follows:
a. 20% of the total number of shares of Restricted Stock shall no longer be subject to the Restrictions on or after
the first anniversary of the date hereof;
b. 40% of the total number of shares of Restricted Stock shall no longer be subject to the Restrictions on or after
the second anniversary of the date hereof;
c. 60% of the total number of shares of Restricted Stock shall no longer b