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Exhibit 10.28
2005 MANAGEMENT STOCK PLAN
OF
OGLEBAY NORTON COMPANY
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of __________________, 2005 (the "Grant
Date"),
by and between OGLEBAY NORTON COMPANY (the "Corporation") and
__________________
(the "Holder").
WHEREAS, the Corporation has established the 2005 Management
Stock Plan
of Oglebay Norton Company (the "Management Stock Plan") in order
to provide
additional incentives to certain employees of the Corporation
and its
Subsidiaries; and
WHEREAS, the Corporation has granted an option to the Holder
pursuant
to the Management Stock Plan as provided herein; and
WHEREAS, the Holder is an employee who is employed by the
Corporation;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option.
1.1 The Corporation hereby grants to the Holder the right
and
option (the "Option") to purchase all or any part of an
aggregate of ___________
Shares, subject to, and in accordance with, the terms and
conditions set forth
in this Agreement and the Management Stock Plan.
1.2 The Option and this Agreement are subject to all of the
terms and conditions of the Management Stock Plan, which terms
and conditions
are hereby incorporated by reference. Except as otherwise
expressly set forth
herein, the capitalized terms used in this Agreement shall have
the same
definitions as set forth in the Management Stock Plan.
2. Exercise Price. The price at which the Holder shall be
entitled to
purchase Shares upon the exercise of the Option shall be $12.63
per Share.
3. Duration of Option. The Option shall expire on the tenth
anniversary
of the Grant Date.
4. Vesting and Exercisability of Option. Except as otherwise
provided
pursuant to the acceleration provisions of the Plan, the Option
shall vest and
become exercisable at the rate of 33-1/3% on each of the
Effective Date (as
defined in the Management Stock Plan), January 1, 2006 and
January 1, 2007,
provided that the Holder is still in the employ of the
Corporation or a
Subsidiary on each such respective vesting date. In no event,
however, may the
Option be exercised on or after the Option's expiration date or
after an earlier
termination of exercisability of the Option pursuant to the Plan
in connection
with the Holder's termination of employment with the Corporation
or its
Subsidiaries.
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5. Non-Transferability of Option. The Option shall not be
transferable
by the Holder otherwise than by will or by the laws of descent
and distribution
and shall be exercisable during the Holder's lifetime only by
the Holder, or in
the event of Holder's legal incapacity, by the Holder's guardian
or legal
representative acting on behalf of Holder in a fiduciary
capacity under state
law and court supervision.
6. No Rights as a Stockholder. The Holder shall not have any
rights or
privileges of a stockholder with respect to any Shares until the
date of
issuance by the Corporation of such Shares pursuant to the
exe
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