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EXHIBIT 10.1
WSI INDUSTRIES, INC.
2005 STOCK PLAN
RESTRICTED STOCK AWARD AGREEMENT
===============================================================================
RECIPIENT: ____________________________
AWARD DATE: ____________________________
RESTRICTED SHARES: ____________________________
LAPSE OF RESTRICTIONS: Restrictions on the Restricted Shares
lapse in
equal installments over a three (3) year period as
follows:
______ Shares on and after the first anniversary
of the Award Date
______ Shares on and after the second anniversary
of the Award Date
_____ Shares on and after the third anniversary
of the Award Date
===============================================================================
THIS RESTRICTED STOCK AWARD AGREEMENT is made as of the Award
Date set
forth above, by and between WSI Industries, Inc., a Minnesota
corporation (the
"Company") and the Recipient named above (the "Recipient")
setting forth the
terms and conditions of an Award of Restricted Stock granted
pursuant to WSI
Industries, Inc., 2005 Stock Plan (the "Plan"). Capitalized
terms used herein
and not defined shall have the meaning given such terms in the
Plan.
1. GRANT OF RESTRICTED SHARES. In accordance with the terms
of
the Plan and subject to the further terms, conditions and
restrictions contained
in this Agreement, the Company hereby grants to Recipient the
number of
Restricted Shares set forth above. "Restricted Shares" means
shares of the
Company's common stock, $0.10 par value (the "Shares") subject
to the
Restrictions set forth in Section 3 of this Agreement.
2. CERTIFICATES FOR SHARES. Certificates evidencing
Restricted
Shares shall be deposited with the Company to be held in escrow
until such
Shares are released to the Recipient or forfeited in accordance
with this
Agreement. The Recipient shall, simultaneously with the delivery
of this
Agreement, deliver to the Company a stock power, in blank,
executed by the
Recipient. If any Restricted Shares are forfeited, the Company
shall direct the
transfer agent of the Shares to make the appropriate entries in
its records
showing the cancellation of the certificate or certificates for
such Restricted
Shares and the Shares represented thereby shall have the status
as authorized
but unissued Shares.
3. RESTRICTIONS. During the period prior to the lapse of the
restrictions as set forth in Section 5 (the "Restricted Period")
and subject to
earlier termination of the Restricted Period or forfeiture of
the Restricted
Shares, the Restricted Shares and all rights with respect to the
Restricted
Shares, may not be sold, assigned, transferred, exchanged,
pledged, hypothecated
or otherwise encumbered or disposed of
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and shall be subject to the risk of forfeiture contained in
Section 4 of this
Agreement (such limitations on transferability and risk of
forfeiture being
herein referred to as "Restrictions"), but the Recipient shall
have all other
rights of a stockholder, including, but not limited to, the
right to vote and
receive cash dividends on Restricted Shares. Any cash dividend
paid with respect
to the Restricted Shares that have not yet vested will be
reinvested (to the
extent shares are available under the Plan) in additional
Restricted Shares
("Reinvested Restricted Shares"), rounded down to the nearest
whole Share,
subject to the same restrictions on transferability and the
possibility of
forfeiture to the Company as the Restricted Shares to which the
dividend
relates; provided, however, that all Restrictions on the
Reinvested Restricted
Shares shall lapse on the first date after suc
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