0001437749-13-001216 Sample Contracts

The L.S. Starrett Company Restricted stock unit Agreement
Restricted Stock Unit Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts

This Restricted Stock Unit Agreement (the “Agreement”), is made, effective as of the [●]th day of [●], [●] (the “Grant Date”) between The L.S. Starrett Company (the “Company”), and [●] (the “Participant”).

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the l.s. starrett company Director Non-statutory Stock Option Agreement
Director Non-Statutory Stock Option Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts

This agreement (the “Agreement”) evidences a stock option granted by The L.S. Starrett Company (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of The L.S. Starrett Company 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

Amendment No. 1 to Rights Agreement
Rights Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • New York

This Amendment No. 1 to the Rights Agreement (this “Amendment”) is made and entered into as of February 5, 2013 by and between The L.S. Starrett Company, a Massachusetts corporation (the “Company”), and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), a New Jersey limited liability company, as rights agent (the “Rights Agent”), amending that certain Rights Agreement, dated as of November 2, 2010, as amended and in effect from time to time, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Rights Agreement.

Non-statutory Stock Option Agreement
Non-Statutory Stock Option Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts

This agreement (the “Agreement”) evidences a stock option granted by The L.S. Starrett Company (the “Company”) to the undersigned (the “Optionee”), pursuant to and subject to the terms of The L.S. Starrett Company 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference.

The L.S. Starrett Company Director Restricted stock unit Agreement
Restricted Stock Unit Agreement • February 7th, 2013 • Starrett L S Co • Cutlery, handtools & general hardware • Massachusetts

This Restricted Stock Unit Agreement (the “Agreement”), is made, effective as of the [●]th day of [●], [●] (the “Grant Date”) between The L.S. Starrett Company (the “Company”), and [●] (the “Participant”).

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