0001104659-05-039972 Sample Contracts

KMG AMERICA CORPORATION 2004 EQUITY INCENTIVE PLAN Stock Award Agreement
Stock Award Agreement • August 17th, 2005 • KMG America CORP • Life insurance • Virginia

THIS STOCK AWARD AGREEMENT (this “Agreement”) dated as of the day of , 20 , between KMG America Corporation, a Virginia corporation (the “Company”), and (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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KMG AMERICA CORPORATION Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • August 17th, 2005 • KMG America CORP • Life insurance • Virginia

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , 20 , by and between KMG AMERICA CORPORATION, a Virginia corporation (the “Company”), and (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), which is available on the Company’s website at http://www.kmgamerica.com. All terms used but not defined herein that are defined in the Plan have the same meaning given them in the Plan.

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