0000100378-12-000047 Sample Contracts

RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • August 1st, 2012 • Twin Disc Inc • General industrial machinery & equipment

WHEREAS, the Company adopted a Long-Term Incentive Compensation Plan in 2010, whereby the Compensation Committee of the Board of Directors (the “Committee”) is authorized to award shares of common stock of the Company to officers and key employees carrying restrictions such as a prohibition against disposition and establishing a substantial risk of forfeiture; and

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PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENT
Performance Stock Unit Award Grant Agreement • August 1st, 2012 • Twin Disc Inc • General industrial machinery & equipment

THIS PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________________________ (the “Employee”) is dated as of the 26th day of July, 2012, to memorialize an award of performance stock units of even date herewith.

PERFORMANCE STOCK AWARD GRANT AGREEMENT
Performance Stock Award Grant Agreement • August 1st, 2012 • Twin Disc Inc • General industrial machinery & equipment

THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and _____________________________________ (the “Employee”) is dated this 26th day of July, 2012, to memorialize an award of performance stock of even date herewith.

MANAGEMENT AGREEMENT
Management Agreement • August 1st, 2012 • Twin Disc Inc • General industrial machinery & equipment

This agreement is entered into as of August 1, 2012 by and between Twin Disc International S.A., a limited liability company duly organized and existing under the laws of the Kingdom of Belgium, with its registered office at 54 Chaussée de Namur, 1400 Nivelles, Belgium (Enterprisenumber 0400 358 293 – RMP Nivelles) (the “Company”) and Mr. Henri Claude FABRY, a Belgian citizen, residing at Avenue du Parc 88, 4053 Embourg, Belgium (the “Manager”).

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