OPTICAL CABLE CORPORATION 1996 STOCK INCENTIVE PLAN

Equity Incentive Plan Agreement

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This Equity Incentive Plan Agreement involves

OPTICAL CABLE CORPORATION

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Title: OPTICAL CABLE CORPORATION 1996 STOCK INCENTIVE PLAN
Date: 1/24/2005
Industry: FABPRD Sector: BASICM

Search Equity Incentive Plan Agreement by:

Form of Restricted Stock Agreement

Exhibit 10.2

OPTICAL CABLE CORPORATION

1996 STOCK INCENTIVE PLAN

FY 2005 RESTRICTED STOCK AWARD

(Time Vesting)


GRANTED TO	GRANT DATE	NUMBER OF SHARES GRANTED	PRICE PER SHARE	SOCIAL SECURITY NUMBER


Grantee	Grant Date	__________	N/A	__________

	GRANT NUMBER	VESTING AND RESTRICTION LAPSE SCHEDULE*
	__________	shares will vest on the last day of each fiscal quarter for quarters, with the first vesting date being January 31, 2005, and additional vesting dates being each subsequent April 30, July 31, October 31 and January 31 until the Award is fully vested (each such date a “Vesting Date”).

*	Fractional shares carried over to last vesting period

OPTICAL CABLE CORPORATION and its successors and assigns (the “Company”) hereby grants to (the “Participant”) effective (the “Grant Date”), a Restricted Stock Award (the “Award”), pursuant to its 1996 Stock Incentive Plan that is provided along herewith (the “Plan”), covering the above stated number of shares (the “Restricted Shares”) of common stock of the Company (“Common Stock”).

The Chief Executive Officer proposed this Award and recommended its approval to the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and the Compensation Committee, pursuant to the terms of the Plan, granted the Award to the Participant.

The Plan is administered by the Compensation Committee, or alternatively and as appropriate, the Board of Directors (in either case, the “Committee”). Any controversy that arises concerning this Award or the Plan shall be resolved by the Committee as it deems proper, and any decision of the Committee shall be final and conclusive.

The terms of the Plan are hereby incorporated into this Award by this reference. In the case of any conflict between the Plan and this Award, the terms of the Plan shall control. Capitalized terms not defined in this Award shall have the meaning assigned to such terms in the Plan.

Now, therefore, in consideration of the foregoing and the mutual covenants hereinafter set forth:

1.	The Company hereby grants to the Participant an Award covering the Restricted Shares, subject to the terms and conditions of this Award and the Plan.

Unless otherwise determined by the Committee or unless as otherwise provided in Section 3(b) below, the Award will vest, and the restrictions applicable to Restricted Shares shall lapse (with the shares no longer subject to the restrictions set forth herein being referred to as “Unrestricted Shares”), ratably in installments over quarters according to the schedule set forth above. Except as otherwise provided in the Plan or in Section 3 below or otherwise determined by the Committee, the Participant must be employed by the Company or a subsidiary at all times from the Grant Date through a Vesting Date in order for part of this Award to vest on such Vesting Date, and the restrictions on that portion of the Restricted Shares to lapse.

3.	(a) Unless otherwise determined by the Committe