0000950152-05-010141 Sample Contracts

OM GROUP, INC.
Incentive Stock Option Agreement • December 21st, 2005 • Om Group Inc • Secondary smelting & refining of nonferrous metals

THIS STOCK OPTION AGREEMENT, dated as of (being the date this option is granted) by and between OM GROUP, INC. (the “Company”), and (the “Participant”), a Key Employee of the Company or a subsidiary of the Company, is to evidence the non-incentive stock option granted to the Participant as described herein. Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the 1998 Long-Term Incentive Compensation Plan of the Company, as adopted by the shareholders on May 5, 1998, and as it may be amended (the “Plan”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • December 21st, 2005 • Om Group Inc • Secondary smelting & refining of nonferrous metals • Ohio

THIS RESTRICTED STOCK AGREEMENT is dated as of the ___day of ___(being the grant date of this restricted stock award), between OM Group, Inc., a Delaware corporation (the “Company”), and ___(the “Executive”).

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