Stock Options and Restricted Stock Grant. (a) Executive shall be granted, upon approval of the Board of Directors of the Company, a non-qualified option to purchase 75,000 shares (the “Option Grant”) of the Company’s common stock at an exercise price per share equal to the last reported sale price during regular trading hours of a share of the Company’s common stock on the NASDAQ National Market on the Effective Date of this Agreement. Vesting of the Option Grant will be over four years with twenty-five percent (25%) of the grant amount vesting in each of the four years and will begin on the Effective Date. The Option Grant will be subject to the terms of the Company’s 2004 Equity Compensation Plan. (b) On the Effective Date, Executive shall be granted 10,000 shares of restricted stock, and the lapsing of the restrictions on such restricted stock will be as follows: • First anniversary of Effective Date: 2,500 shares of 10,000 restricted stock grant; • Second anniversary of Effective Date: 2,500 shares of 10,000 restricted stock grant; • Third anniversary of Effective Date: 2,500 shares of 10,000 restricted stock grant; and • Fourth anniversary of Effective Date: 2,500 shares of 10,000 restricted stock grant.

Stock Options and Restricted Stock Grant. (a) In the event of a Change of Control (as defined in Section 3.4.1 hereof), then all stock options and restricted stock grants Employer theretofore granted to Executive shall vest immediately upon the occurrence of such event and Executive shall have twelve (12) months from the date of such event or until the applicable expiration date of such options (in accordance with their terms), whichever period is shorter, to exercise such options; provided that, the relevant stock option plan and such stock options shall not have otherwise terminated in accordance with the terms thereof. (b) In the event Executive's employment is terminated by (i) Employer pursuant to Section 3.2.5 hereof or (ii) Executive pursuant to Section 3.2.6 hereof, then all stock options and restricted stock grants Employer theretofore granted to Executive shall vest immediately upon the occurrence of such event and Executive shall have twelve (12) months from the date of such termination or until the applicable expiration date of such options (in accordance with their terms), whichever period is shorter, to exercise all such options; provided that, the relevant stock option plan and such stock options shall not have otherwise terminated in accordance with the terms thereof. (c) In the event Executive's employment is terminated (i) as a result of Executive's voluntary resignation, or (ii) for Cause, then all stock options in Employer theretofore granted to Executive shall be exercisable in accordance with the terms of the 2004 Equity Incentive Plan, as amended; provided that, the relevant stock option plan remains in effect and such stock options shall not have otherwise expired in accordance with the terms thereof; and provided further, that termination of Executive's employment for Cause shall, for purposes hereof, mean that a determination of Misconduct (as defined in the Plan) has been made. (d) In the event Executive's employment is terminated (i) as a result of Executive's death, or (ii) as a result of Executive's Disability at a time when Executive's Stock Grant is not fully vested, then upon such event, a portion of the Stock Grant shall vest such that a proportion of the total number of shares of restricted stock subject to the Stock Grant equal to (x) the number of full months of employment completed subsequent to the date of the IPO divided by (y) twenty-four (24) shall become immediately vested.

Stock Options and Restricted Stock Grant. All stock options and restricted stock granted to Mr. Bauman under the Xxxxx Xxng Term Incentive Plan or Graco Stock Incentive Plan shall be governed by the provisions of said plans and the agreements executed between Graco and Mr. Bauman pursuant to saxx xxxxx.

Stock Options and Restricted Stock Grant. All stock options and restricted stock granted to Xx. Xxxxxxxx under the Graco Long Term Incentive Plan or Graco Stock Incentive Plan shall be governed by the provisions of said plans and the agreements executed between Graco and Xx. Xxxxxxxx pursuant to said plans. For purposes of said agreements and said plans, Xx. Xxxxxxxx shall be deemed to have retired from Graco as of the Separation Date for reasons other than gross and willful misconduct, death or disability after having attained age 55 and 10 years of service with Graco, as provided in Section 3.D of the agreement entitled “Stock Option Agreement (Non-ISO)” between Graco and Xx. Xxxxxxxx dated February 18, 2005 (the “Stock Option Agreement”), and the comparable provisions in all other stock option agreements between Xx. Xxxxxxxx and Graco, and the notice requirements in Section 3.E of the Stock Option Agreement, and in the comparable provisions of all other stock option agreements between Xx. Xxxxxxxx and Graco, shall be waived.

Stock Options and Restricted Stock Grant. (a) From time to time the Company may grant to Employee options under the Company’s 2008 Stock Option Plan (or its successor stock plan) to purchase shares of the Company’s common stock at a stated exercise price per share. (b) The Company granted to Employee an incentive stock option under the 2008 Stock Option Plan to purchase 114,000 shares of Common Stock vesting in accordance with the notice of Stock Option grant and stock option grant attached hereto as Exhibit A (the “Incentive Stock Options”) dated 2/8/11. (c) The Company granted to Employee a non-qualified stock option under the 2008 Stock Option Plan to purchase 136,000 shares of Common Stock vesting in accordance with the notice of stock option grants and stock option grant attached hereto as Exhibit B (the “Non-Qualified Stock Option”) date 2/8/11.

Stock Options and Restricted Stock Grant. (a) From time to time the Company may grant to Employee options under the Company’s Stock Option Plan (or its successor stock plan) to purchase shares of the Company’s common stock at a stated exercise price per share. (b) Effective on the Date of Approval by the Compensation Committee, the Company shall grant to Employee a stock option under the 2011 Stock Option Plan (the “Plan”) to purchase 90,000 shares of Common Stock, with the exercise price of the stock options fixed under the Plan as of such Approval Date, with the option to be treated as an incentive stock option to the greatest extent permitted by law and a non-qualified stock option as to the balance, vesting in accordance with the notice of stock option grant and stock option grant attached hereto as Exhibit B (the “Stock Options”); provided however that Employee understands that there is no current availability of options or other securities under the Plan, so that the grant of such Stock Options is subject to and conditioned upon shareholder approval of an amended and restated Plan at the Company’s 2014 annual meeting of stockholders. If the amended and restated Plan is not approved by the shareholders, the parties will negotiate in good faith to provide alternative benefits for Employee. (c) Effective on the Date of Approval by the Compensation Committee the Company shall grant to Employee 10,000 shares restricted stock under the 2011 Stock Option Plan (the “Plan”). The restricted stock will vest over three (3) years in equal annual increments as outlined in Exhibit A (the “Restricted Stock”); provided however that Employee understands that there is no current availability of restricted stock or other securities under the Plan, so that the grant of such Restricted stock is subject to and conditioned upon shareholder approval of an amended and restated Plan at the Company’s 2014 annual meeting of stockholders. If the amended and restated Plan is not approved by the shareholders, the parties will negotiate in good faith to provide alternative benefits for Employee. (d) The Company covenants and agrees to use reasonable efforts take such further steps as may be necessary, if any, to increase the number of shares of common stock reserved for issuance pursuant to the 2011 Stock Option Plan, so as to enable the Incentive Stock Options and the Non-Qualified Stock Options to be issued by the Company to the Employee.

Stock Options and Restricted Stock Grant. (a) From time to time the Company may grant to employee under the Company's Stock Option Plan (or its successor stock plan) to purchase shares of the Company's common stock at a stated exercise price per share. (b) Effective on the Commencement Date, the Company shall grant to Employee a stock option under the 2011 Stock Option Plan (the "Plan") to purchase fifty thousand (50,000) shares of Common Stock, with the exercise price of the stock options fixed under the Plan as of the Commencement Date, with the option to be treated as an incentive stock option to the greatest extent permitted by law and a non-qualified stock option as to the balance, vesting in equal installments over a forty-eight (48)-month period beginning on the Commencement Date (the "Stock Options"). In the event of a Change of Control as defined in section 4 hereof, the Stock Options shall become subject to accelerated vesting conditions.

Stock Options and Restricted Stock Grant. (a) From time to time the Company may grant to employee under the Company's Stock Option Plan (or its successor stock plan) to purchase shares of the Company's common stock at a stated exercise price per share. (b) Effective on the Commencement Date, the Company shall grant to Employee a stock option under the 2011 Stock Option Plan (the "Plan") to purchase twelve thousand (12,000) shares of Common Stock, with the exercise price of the stock options fixed under the Plan as of the Commencement Date, with the option to be treated as an incentive stock option to the greatest extent permitted by law and a non-qualified stock option as to the balance, vesting in equal installments over a forty-eight (48)-month period beginning ninety (90) days following the Commencement Date (the "Stock Options"). (c) Effective on the Date of Approval by the Compensation Committee the Company shall grant to Employee three thousand (3,000) shares of restricted stock under the 2011 Stock Option Plan (the "Plan"). The restricted stock will vest over three (3) years in equal annual increments as outlined in Exhibit A (the "Restricted Stock").

Stock Options and Restricted Stock Grant. (a) From time to time the Company may grant to Employee options under the Company’s 2009 Equity Incentive Plan (or its successor stock plan) to purchase shares of the Company’s common stock at a stated exercise price per share. (b) Effective on the date of this Agreement, the Company shall grant to Employee an incentive stock option under the 2009 Equity Incentive Plan to purchase Three Hundred Fifty Thousand (350,000) shares of Common Stock in accordance with the notice of stock option grant and stock option grant attached hereto as Exhibit A (the “Incentive Stock Options”). (c) Effective on the date of this Agreement, the Company shall grant to Employee Fifty Thousand (50,000) shares of restricted common stock (the “Restricted Stock Units”), subject to repurchase rights of the Company as set forth and defined in the Restricted Stock Agreement to be executed contemporaneously with this Agreement and attached hereto as Exhibit E. (d) The Company covenants and agrees to take such further steps as may be necessary to increase the number of shares of common stock reserved for issuance pursuant to the 2009 Stock Option Plan, so as to enable the Incentive Stock Options and the Non-Qualified Stock Options to be issued by the Company to the Employee.

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