0001193125-05-115795 Sample Contracts

CERADYNE, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • May 26th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware

This Stock Option Agreement (the “Agreement”) is entered into as of , 200 , by and between Ceradyne, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2003 Stock Incentive Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

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CERADYNE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 26th, 2005 • Ceradyne Inc • Miscellaneous manufacturing industries • Delaware

This Restricted Stock Unit Award Agreement (the “Agreement”) by and between Ceradyne, Inc., a Delaware corporation (the “Company”), and (the “Grantee”) evidences the Restricted Stock Unit Award (the “Award”) granted by the Company to the Grantee on , 200 (the “Effective Date”) as to the number of Restricted Stock Units (the “Units”) set forth below. Each Unit represents the right to receive one share of the Company’s Common Stock when the Unit vests. The conditions for vesting are set forth below.

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