0001299933-05-002677 Sample Contracts

Proposed form of RailAmerica, Inc. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 2nd, 2005 • Railamerica Inc /De • Railroads, line-haul operating • Florida

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , by and between RAILAMERICA, INC., a Delaware corporation (the “Company”), and (the "Recipient”).

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Proposed form of RailAmerica, Inc. PERFORMANCE STOCK AGREEMENT
Performance Stock Agreement • June 2nd, 2005 • Railamerica Inc /De • Railroads, line-haul operating • Florida

This PERFORMANCE STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , by and between RAILAMERICA, INC., a Delaware corporation (the “Company”), and (the "Recipient”).

Sample 1
Proposed form of RailAmerica, Inc. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 2nd, 2005 • Railamerica Inc /De • Railroads, line-haul operating • Florida

This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of , by and between RAILAMERICA, INC., a Delaware corporation (the “Company”), and (the "Recipient”).

Sample 1
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