0001181431-06-038478 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT For Executive Officers
Form of Restricted Stock Agreement • June 26th, 2006 • Natco Group Inc • Fabricated plate work (boiler shops) • Delaware
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NONSTATUTORY STOCK OPTION AGREEMENT Employee Form
Nonstatutory Stock Option Agreement • June 26th, 2006 • Natco Group Inc • Fabricated plate work (boiler shops) • Delaware

To carry out the purposes of the NATCO Group Inc. 2006 Long-Term Incentive Compensation Plan (the "Plan"), by affording Employee the opportunity to purchase shares of the common stock of the Company, par value $0.01 per share ("Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 26th, 2006 • Natco Group Inc • Fabricated plate work (boiler shops) • Texas

THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment"), entered into as of the 21st day of June, 2006, amends that certain Executive Employment Agreement (the "Employment Agreement") dated December 7, 2004 by and between NATCO Group Inc., a corporation organized and existing under the laws of the State of Delaware ("NATCO"), and John U. Clarke (the "Executive"). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Employment Agreement

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2006 • Natco Group Inc • Fabricated plate work (boiler shops) • Texas

THIS EMPLOYMENT AGREEMENT ("Employment Agreement"), made as of this 26th day of June, 2006, by and between NATCO Group Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as "NATCO"), and Patrick M. McCarthy (hereinafter referred to as "the Executive").

NATCO GROUP INC. FORM OF AMENDED AND RESTATED SENIOR MANAGEMENT CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Control and Severance Agreement • June 26th, 2006 • Natco Group Inc • Fabricated plate work (boiler shops) • Texas

THIS AGREEMENT is entered into this _____ day of June, 2006 (the "Effective Date") by and between NATCO GROUP INC., a Delaware corporation (the "Company"), and _________________ (the "Executive").

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