0001181431-05-035334 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT For Executive Officers
Restricted Stock Agreement • June 17th, 2005 • Natco Group Inc • Fabricated plate work (boiler shops) • Delaware
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NONSTATUTORY STOCK OPTION AGREEMENT Employee Form -- 6/13/05 Grants
Nonstatutory Stock Option Agreement • June 17th, 2005 • Natco Group Inc • Fabricated plate work (boiler shops) • Delaware

To carry out the purposes of the NATCO Group Inc. [1998/2001/2004] Stock Incentive Plan (the "Plan"), by affording Employee the opportunity to purchase shares of the common stock of the Company, par value $0.01 per share ("Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

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