0000950123-09-056565 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT (Employee — Under Annual Award Plan)
Restricted Stock Agreement • November 3rd, 2009 • Graham Corp • General industrial machinery & equipment • New York

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 20___, by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and (the “RSA Holder”).

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FORM OF RESTRICTED STOCK AGREEMENT (Director)
Form of Restricted Stock Agreement • November 3rd, 2009 • Graham Corp • General industrial machinery & equipment • New York

This RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of 20___, by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (the “Company”) and (the “RSA Holder”).

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT (Employees)
Non-Qualified Stock Option Agreement • November 3rd, 2009 • Graham Corp • General industrial machinery & equipment • New York

This NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the ___day of , 20___, by and between Graham Corporation, a corporation organized and existing under the laws of the State of Delaware and having an office at 20 Florence Avenue, Batavia, New York 14020 (“Company”) and (“Option Holder”).

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