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Exhibit
10(d)
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT is made as of the 5th day of
March, 2007 (the "Grant Date"), by and between Tasty Baking Company
("Company") and ______________("Grantee").
WHEREAS, Grantee is a valued employee of the
Company and/or one of its subsidiaries (collectively referred to as
the "Employer"); and
WHEREAS, the Company desires to motivate, attract
and retain the services of its valued employees; and
WHEREAS, the Company’s Board of Directors
adopted the Tasty Baking Company 2006 Long Term Incentive Plan
("Plan") on March 24, 2006, and the Plan was approved by
shareholders of the Company on May 11, 2006; and
WHEREAS, as additional compensation for
Grantee’s services to the Employer, and to motivate the
Grantee to continue his or her efforts to enhance the value of the
Company for shareholders, generally, and pursuant to the actions of
the Company’s Board of Directors and the Board’s
Compensation Committee (the "Committee"), the Company wishes to
transfer shares of Common Stock of the Company to Grantee pursuant
to the terms of the Plan on the Grant Date, subject to the
conditions set forth herein.
NOW, THEREFORE, the Company and Grantee hereby
agree as follows:
1. As of the Grant
Date, the Company shall transfer to Grantee ________________ (00)
shares of the Company’s common stock, par value $.50 per
share ("Award Shares"), at which time Grantee shall become the
beneficial owner of the Award Shares so transferred, with the right
to vote the Award Shares and receive dividends with respect to the
Award Shares, subject to the risk of forfeiture conditions and
transfer restrictions set forth herein.
2. (a)
The Grantee’s right to beneficial ownership of
the Award Shares shall become permanently vested and
nonforfeitable, and they shall be released from the transfer
restrictions set forth
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