0001193125-04-003772 Sample Contracts

MATERIAL SCIENCES CORPORATION PHANTOM STOCK UNIT AGREEMENT
Phantom Stock Unit Agreement • January 13th, 2004 • Material Sciences Corp • Coating, engraving & allied services • Illinois

THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement’), dated as of this 17th day of December, 2003, by and between Material Sciences Corporation, a Delaware corporation (the “Company”), and Ronald A. Mitsch (the “Unit Holder”), is entered into with reference to the following:

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Material Sciences Corp • January 13th, 2004 • Coating, engraving & allied services

Material Sciences Corporation (the “Company”), as part of its cost reduction and restructuring plans, is continuing to review its metal coating operations from a strategic standpoint to determine whether they are capable of earning a satisfactory return or whether they should be sold or idled (the “Strategic Review”). It is important to the Company that you remain employed by the Company while it completes its review of the Strategic Review. This letter was prepared at the direction of Mike Callahan.

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