0000897101-04-002590 Sample Contracts

Contract
2001 Master Stock Incentive Plan Stock Option Award Agreement • December 8th, 2004 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip • Minnesota

This Stock Option Award Agreement (the “Agreement”) is made as of this xx day of xxxx, by and between Donaldson Company, Inc., a Delaware corporation (together with its subsidiaries, “Donaldson”) and «FIRSTNAME» «INITIAL» «LASTNAME», an employee of Donaldson (“Employee”).

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NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Employee Director Non-Qualified Stock Option Agreement • December 8th, 2004 • Donaldson Co Inc • Industrial & commercial fans & blowers & air purifing equip

OPTION AGREEMENT made this xxx day of xxx, xxxx, by and between Donaldson Company, Inc., a Delaware corporation (hereinafter, together with its subsidiaries, called “Donaldson”), and «FirstName» «Initial» «LastName», a non-employee Director of Donaldson (hereinafter called “Participant”).

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