EX-10.27 FORM OF 2005 MANAGEMENT STOCK PLAN

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EXHIBIT 10.27

2005 MANAGEMENT STOCK PLAN

OF

OGLEBAY NORTON COMPANY

1. Purpose. The purpose of this Management Stock Plan is to advance the

interests of the Corporation by encouraging and enabling the acquisition of a

larger personal proprietary interest in the Corporation by key employees of the

Corporation and its Subsidiaries upon whose judgment and keen interest the

Corporation is largely dependent for the successful conduct of its operations

and by providing such employees with incentives to put forth maximum efforts for

the success of the Corporation's business. It is anticipated that the

acquisition of such proprietary interest in the Corporation and such incentives

will stimulate the efforts of such employees on behalf of the Corporation and

its Subsidiaries and strengthen their desire to remain with the Corporation and

its Subsidiaries. It is also expected that such incentives and the opportunity

to acquire such a proprietary interest will enable the Corporation and its

Subsidiaries to attract desirable employees.

2. Definitions. When used in this Plan, unless the context otherwise

requires:

(a) "Board of Directors" shall mean the Board of Directors of the

Corporation, as constituted at any time.

(b) "Cause" shall mean, with respect to the holder of an Incentive

Award, the following: (i) if the holder has an employment agreement in

effect with the Corporation or a Subsidiary which contains a definition of

cause, then the definition of the term "Cause" for purposes of the Plan

shall be as defined in such employment agreement, or (ii) if the holder

does not have an employment agreement in effect with the Corporation or a

Subsidiary which contains a definition of cause, then "Cause" for purposes

of the Plan shall mean (A) the holder's failure to properly perform the

holder's duties for the Corporation or a Subsidiary (except due to

physical or mental impairment); (B) the holder's material violation of

Corporation or Subsidiary policies as communicated to the holder; (C) the

holder's conviction of, or plea of nolo contendere to, a felony under the

laws of the United States or any state or political subdivision thereof;

or (D) the commission of any other act by the holder that brings the

Company or a Subsidiary into substantial public disgrace or disrepute.

Notwithstanding the foregoing, "Cause" shall not be deemed to exist under

clause (ii)(A), (ii)(B) or (ii)(D) unless the Committee provides the

holder with specific written notice of the facts relating to the event and

the holder does not cure such conduct within ten (10) business days after

the receipt of such notice.

(c) "Committee" shall mean the Committee hereinafter described in

Section 3.

(d) "Change in Control" shall mean the occurrence of any of the

following: (i) any person or "group" (within the meaning of Sections 13(d)

and 14(d)(2) of the Exchange Act), other than Ingalls & Snyder and any of

their respective affiliates (collectively, the "Initial Holders"), becomes

the "beneficial owner" (as defined in Rule

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13d-3 under the Exchange Act), directly or indirectly, of more than 50% of

the total voting power of the voting stock of the Corporation on a fully

diluted basis, it being understood that a change of record ownership

without a change of beneficial ownership shall not constitute a Change of

Control for purposes of the Plan, (ii) any merger or consolidation of the

Corporation with any other corporation or issuance of voting securities of

the Corporation in connection with a merger or consolidation of the

Corporation (or any Subsidiary) other than (x) a merger or consolidation

that results in the voting securities of the Corporation immediately prior

to such merger or consolidation continuing to represent (either by

remaining outstanding or by being converted into voting securities of the

surviving entity or parent thereof) more than 50% of the combined voting

power of the voting securities of the Corporation or such surviving entity

or any parent thereof outstanding immediately after such merger or

consolidation or (y) a merger or consolidation effected to implement a

recapitalization of the Corporation (or similar transaction) in which no

person other than any of the Initial Holders is or becomes the beneficial

owner, directly or indirectly, of securities of the Corporation

representing more than 50% of either the then outstanding Shares of the

Corporation or the combined voting power of the Corporation's then

outstanding voting securities, (iii) the sale or disposition of all or

substantially all of the assets of the Corporation, other than a sale or

disposition to an entity of which more than 50% of the combined voting

power of the voting securities are owned by persons in substantially the

same proportion as their ownership of the Corporation immediately prior to

such sale, (iv) the liquidation or dissolution of the Corporation, or (v)

during any period of 24 consecutive months, individuals who were Directors

of the Company at the beginning of such period cease to constitute at

least a majority of the Company's Board of Directors (the "Board") unless

the election or appointment, or nomination for election by the Company's

shareholders, of more than one half of any new Directors of the Company

was approved by a vote of at least two-thirds of the Directors of the

Company then still in office who were Directors of the Company at the

beginning of such 24 month period.

(e) "Corporation" shall mean Oglebay Norton Company.

(f) "Effective Date" shall mean the effective date of the Plan of

Reorganization.

(g) "Eligible Persons" shall mean those persons described in Section

4 who are potential recipients of Incentive Awards.

(h) "Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended.

(i) "Fair Market Value" on a specified date shall mean the closing

price on such date at which a Share is traded on the stock exchange, if

any, on which Shares are primarily traded or, if the Shares are not then

traded on a stock exchange, the average of the closing representative bid

and asked price of a Share as reported by the principal securities

exchange or securities trading market on which the Shares are listed or

approved for trading, but if no Shares were traded on such date, then on

the last previous date on which a Share was so traded, or, if none of the

above are applicable, the value of

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a Share as established in good faith by the Board of Directors for such

date using any reasonable method of valuation.

(j) "Incentive Award" shall mean an Option or Restricted Stock Award

granted pursuant to this Plan.

(k) "Incentive Stock Option" shall have the meaning set forth in

Section 422 of the Internal Revenue Code.

(l) "Internal Revenue Code" shall mean the Internal Revenue Code of

1986, as amended.

(m) "Options" shall mean the stock options granted pursuant to this

Plan, and shall include the Initial Options (as defined in Section 6

hereof).

(n) "Plan" shall mean this 2005 Management Stock Plan of Oglebay

Norton Company, as such Plan from time to time may be amended.

(o) "Plan of Reorganization" shall mean the joint plan of

reorganization of the Corporation and the other debtors named therein,

including all amendments and modifications thereto, as confirmed by the

United State Bankruptcy Court for the District of Delaware, in the matter

of In re ONCO Investment Company, a Delaware corporation, et al., Case No.

04-10558 (JBR).

(p) "Restricted Shares" shall mean the Shares issued as a result of

a Restricted Stock Award.

(q) "Restricted Stock Award" shall mean a grant of Shares pursuant

to Section 11 hereof.

(r) "Share" shall mean a share of common stock of the Corporation or

any security into which such shares of common stock may be changed by

reason of any transaction or event of the type referred to in Section 15

of the Plan.

(s) "Subsidiary" shall mean any corporation or limited liability

company 50% or more of whose stock or membership interests having general

voting power is owned by the Corporation, or by another Subsidiary as

herein defined, of the Corporation or any limited partnership of which the

Corporation or another Subsidiary is the sole general partner.

3. Administration. The Plan shall be administered by a Committee of the

Board of Directors which shall consist of two or more directors of the

Corporation, each of whom shall be a "Non-Employee Director" within the meaning

of Rule 16b-3 under the Exchange Act and an "outside director" within the

meaning of Section 162(m) of the Internal Revenue Code. Notwithstanding the

foregoing, if at any time the Corporation is not required to register any class

of its equity securities under Section 12 of the Exchange Act, the Plan may be

administered by the Board of Directors during such time. During any period of

time in which the Plan is administered by the Board of Directors, all references

in the Plan to the Committee shall be deemed to refer to the Board of Directors.

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The Committee shall have full power and authority to administer and

interpret the Plan. Determinations of the Committee as to any question which may

arise with respect to the interpretation of the provisions of the Plan and

Incentive Awards shall be final. The Committee may authorize and establish such

rules, regulations and revisions thereof not inconsistent with the provisions of

the Plan, as it may deem advisable to make the Plan and Incentive Awards

effective or provide for their administration, and may take such other action

with regard to the Plan and Incentive Awards as it shall deem desirable to

effectuate their purpose.

4. Participants. Except as hereinafter provided, the class of persons who

are potential recipients of Incentive Awards granted under this Plan shall

consist of employees of the Corporation or a Subsidiary, as determined by the

Committee. The parties to whom Incentive Awards are granted under this Plan, and

the number of Shares subject to each such Incentive Award, shall be determined

by the Committee in its sole discretion, subject, however, to the terms and

conditions of this Plan.

5. Shares. Subject to the provisions of Section 15 hereof, the Committee

may grant Incentive Awards with respect to an aggregate of up to 1,328,049

Shares, all of which Shares may be either Shares held in treasury or authorized

but unissued Shares or a combination of the foregoing. The maximum number of

Shares which may be the subject of Options granted during any calendar year to

any Eligible Person shall not exceed 500,000 Shares and the aggregate number of

Shares actually issued or transferred by the Company upon the exercise of

Incentive Stock Options shall not exceed 1,325,397 shares of Common Stock. If

the Shares that would be issued or transferred pursuant to any Incentive Awards

are not issued or transferred and cease to be issuable or transferable for any

reason, or if Restricted Shares which are subject to a Restricted Stock Award

are forfeited, the number of Shares subject to such Incentive Award will no

longer be charged against the limitation provided for herein and may again be

made subject to Incentive Awards. Notwithstanding the preceding, with respect to

any Option granted to any individual who is a "covered employee" within the

meaning of Section 162(m) of the Internal Revenue Code that is canceled, the

number of shares subject to such Option shall continue to count against the

maximum number of Shares which may be the subject of Options granted to such

individual. For purposes of the preceding sentence, if, after grant, the

exercise price of an Option is reduced, such reduction shall be treated as a

cancellation of such Option and the grant of a new Option, and both the

cancellation of the Option and the new Option shall reduce the maximum number of

shares for which Options may be granted to the holder of such Option.

6. Grant of Options; Initial Options. The number of Options to be granted

to any Eligible Person shall be determined by the Committee in its sole

discretion. At the time an Option is granted, the Committee may, in its sole

discretion, designate whether such Option (a) is to be considered as an

Incentive Stock Option, or (b) is not to be treated as an Incentive Stock Option

for purposes of this Plan and the Internal Revenue Code. No Option which is

intended to qualify as an Incentive Stock Option shall be granted under this

Plan to any individual who, at the time of such grant, is not an employee of the

Corporation or of a Subsidiary that satisfies the tests under Section 424(e) or

Section 424(f) of the Internal Revenue Code, or any successor provision.

Notwithstanding any other provision of this Plan to the contrary, on or as

soon as practicable following the Effective Date, Options shall be granted with

respect to approximately 397,619 Shares (the "Initial Options") with a per share

exercise price of $12.63. Each of the

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Initial Options shall become vested and exercisable by the Holder at the rate of

33-1/3% on each of the Effective Date, January 1, 2006 and January 1, 2007,

provided that the respective holder is still in the employ of the Corporation or

a Subsidiary on the applicable vesting date.

Notwithstanding any other provision of this Plan to the contrary, to the

extent that the aggregate Fair Market Value (determined as of the date an Option

is granted) of the Shares with respect to which Options which are designated as

(or deemed to be) Incentive Stock Options granted to an employee (and any

incen