0001275287-06-006429 Sample Contracts

OIL-DRI CORPORATION OF AMERICA 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT for Class A Common Stock
Restricted Stock Agreement • December 11th, 2006 • Oil Dri Corporation of America • Miscellaneous manufacturing industries • Delaware

Subject to the terms and conditions of this Agreement and the Oil-Dri Corporation of America 2006 Long Term Incentive Plan (the “Plan”), Oil-Dri Corporation of America (the “Company”) hereby grants [grantee name] (hereafter referred to as “You”) a grant of shares of restricted Stock, effective as of [date] (the “Grant Date”). “Stock” means Class A Common Stock or if no Class A Common Stock is issued and publicly traded on the New York Stock Exchange or any other national stock exchange or national market system, then Common Stock, of the Company, par value $.10 per share.

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OIL-DRI CORPORATION OF AMERICA 2006 LONG-TERM INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENT for Common Stock
Employee Stock Option Agreement • December 11th, 2006 • Oil Dri Corporation of America • Miscellaneous manufacturing industries • Delaware

This Stock Option Agreement (this “Agreement”) is made as of [date] (the “Grant Date”), between Oil-Dri Corporation of America (the “Company”), and [grantee name] (the “Participant”).

OIL-DRI CORPORATION OF AMERICA 2006 LONG-TERM INCENTIVE PLAN DIRECTOR STOCK OPTION AGREEMENT for Common Stock
Director Stock Option Agreement • December 11th, 2006 • Oil Dri Corporation of America • Miscellaneous manufacturing industries • Delaware

This Stock Option Agreement (this “Agreement”) is made as of [date] (the “Grant Date”), between Oil-Dri Corporation of America (the “Company”), and [grantee name] (the “Participant”).

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