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                                  EXHIBIT 10.28


                                                 Participant:
                                                             ----------------
                                                       No. of Shares:
                                                                     --------

                           TRANSTECHNOLOGY CORPORATION

                        Restricted Stock Award Agreement

       This Agreement is entered into as of this ______ day of _____, _____, by
and between TransTechnology Corporation, a Delaware corporation (the "Company"),
and the undersigned participant in the Company's 1999 Long Term Incentive Plan
(the "Participant").

                                 R E C I T A L S

       A.     Pursuant to the Company's 1999 Long Term Incentive Plan (the
              "Plan"), the Incentives and Compensation Committee of the Company
              (the "Committee") has authorized an award to Participant of shares
              of the Company's Common Stock, par value $.01 per share (the
              "Restricted Stock").

       B.     Pursuant to the Plan, the Committee has determined that the
              Restricted Stock to be so awarded shall be issued subject to
              certain conditions and restrictions, which conditions and
              restrictions are set forth in this Agreement.

       THEREFORE, in consideration of the covenants herein set forth, the
parties agree as follows:

       1.     Award; Acceptance of Award. Subject to the terms and conditions
              contained herein, the Company shall issue to Participant, as an
              award pursuant to the Plan and without payment by Participant of
              any consideration therefor, ______ shares of Restricted Stock, and
              Participant hereby accepts such award.

       2.     Forfeiture of Restricted Stock Upon Termination of Employment. In
              the event that Participant ceases to be a full-time employee of
              the Company or any corporation a majority of the voting stock of
              which is owned directly or indirectly by the Company (a
              "Subsidiary") for any reason whatsoever (including without
              limitation by reason of the termination of such employment by the
              Company or a Subsidiary with or without cause, by reason of
              disability, death or retirement or by reason of Participant
              leaving the employ of the Company or a Subsidiary voluntarily),
              then a portion (determined as hereinafter set forth) of the shares
              of Restricted Stock awarded pursuant to this Agreement shall
              thereupon automatically, and without further notice, demand,
              period of time or legal or administrative proceeding, be forfeited
              and canceled, and all right, title and interest therein of
              Participant shall terminate and expire, without payment by the
              Company or any Subsidiary of any consideration therefor and
              without any liability on the part of the Company or any
              Subsidiary. Such forfeiture provisions shall apply as follows:



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              (a)    If the Participant so ceases to be such an employee on or
                     after___________, ______ (the "Award Date") but prior to
                     that date which occurs one year thereafter (the "First
                     Anniversary Date"), 100% of the total number of shares of
                     Restricted Stock awarded pursuant to this Agreement shall
                     be so forfeited and canceled;

              (b)    If the Participant so ceases to be such an employee on or
                     after the First Anniversary Date but prior to that date
                     which occurs two years after the Award Date (the "Second
                     Anniversary Date"), then 66-2/3% of the total number of
                     shares of Restricted Stock awarded pursuant to this
                     Agreement shall be so forfeited and canceled;

              (c)    If the Participant so ceases to be such an employee on or
                     after the Second Anniversary Date but prior to that date
                     which occurs three years after the Award Date (the "Third
                     Anniversary Date"), then 33-1/3% of the total number of
                     shares of Restricted Stock awarded pursuant to this
                     Agreement shall be so forfeited and canceled; and

              (d)    If the Participant remains a continuous full-time employee
                     of the Company or a Subsidiary until the Third Anniversary
                     Date, then none of the shares of Restricted Stock awarded
                     pursuant to this Agreement shall be forfeited or canceled.

              For purposes of the foregoing, the Participant shall not lose his
              or her status as a full-time employee of the Company or a
              Subsidiary by reason of time away from such employment as a result
              of authorized vacation, authorized leave of absence, and leave by
              reason of sickness or disability of not longer than three
              consecutive months (or such longer period as the Committee may
              specifically permit, in its sole discretion, in any particular
              instance upon written request by the Participant to do so).

              Notwithstanding the foregoing, the Participant may elect to extend
              the period during which shares of Restricted Stock are subject to
              forfeiture and cancellation (the "Restriction Period") as follows.
              If the Participant desires to extend the Restriction Period, the
              Participant shall deliver to the Company a written request that
              the Restriction Period be extended for a specified period or until
              a specified event. Such election shall be subject in each case to
              the Committee's approval and to such terms as are determined by
              the Committee, all in its sole discretion. The Committee shall
              notify the Participant of its approval and such terms as have been
              determined by the Committee, or of its disapproval (as the case
              may be), within 30 days of its receipt of the Participant's
              written request to extend the Restriction Period. Subject to any
              exceptions adopted by the Committee, each request must generally
              be made at least twelve months prior to the applicable date, set
              forth above in this Section 2, upon which shares of Restricted
              Stock may no longer be forfeited or canceled.

       3.     Forfeiture Procedures. If, pursuant to Sections 2 or 7 of this
              Agreement, any shares of Restricted Stock are forfeited and
              canceled, such forfeiture and cancellation shall be documented
              pursuant to the appropriate one of the following procedures:


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              (a)    If a certificate or certificates representing the number of
                     shares of Restricted Stock so forfeited and canceled are in
                     the possession of the Company pursuant to Section 4 hereof,
                     then the officer of the Company having custody of such
                     certificate shall, forthwith upon the occurrence of the
                     event resulting in such forfeiture and cancellation,
                     transmit such certificates to the Company's transfer agent
                     and registrar (or, if the Company has no such transfer
                     agent or registrar, then to the appropriate officer of the
                     Company) with information as to the number of shares so
                     forfeited and canceled and, if the certificates evidence a
                     number of shares greater than the amount to be so canceled,
                     with instructions that a certificate representing the
                     shares not so canceled be issued in the name of the
                     Participant; and

              (b)    If, pursuant to the provisions of Sections 2 or 7 of this
                     Agreement, any shares of Restricted Stock are forfeited and
                     canceled and the Company does not have in its possession a
                     certificate or certificates representing the shares so
                     forfeited and canceled, then the Participant shall, upon
                     written demand from the Company, furnish to the Company a
                     certificate duly endorsed and assigned to the Company
                     representing the number of shares of Restricted Stock so
                     forfeited and canceled and, upon its receipt thereof, the
                     Company shall follow the procedures indicated in the
                     preceding paragraph.

              The Participant agrees to provide the Company, upon its request
              therefor, with one or more stock assignments separate from
              certificate, executed by the Participant without completing the
              information as to share amount transferred or name of transferee,
              and with such other and further instruments of assignment or other
              documents which may be reasonably required in order to implement
              the forfeiture and cancellation provisions of Sections 2 and 7 of
              this Agreement.

       4.     Issuance of Restricted Stock; Retention of Certificate by Company.
              Within a reasonable time after the execution of this Agreement by
              the Company and the Participant, the Company shall issue, in the
              name of the Participant as the registered holder thereof,
              certificates representing, in the aggregate, the number of shares
              of Restricted Stock awarded pursuant to Section 1 hereof. At the
              time of such issuance and at all times thereafter, the Company
              shall deliver to Participant, upon the Participant's request, one
              or more certificates (in such denominations as the Participant may
              direct) representing in the aggregate a number of shares of Common
              Stock which does not at any time exceed the number of shares not
              subject to forfeiture and cancellation under Section 2 hereof.
              Certificates representing the remaining shares of Restricted Stock
              awarded hereunder (which shares are subject to possible forfeiture
              and cancellation pursuant to Section 2 hereof) shall be retained
              in the custody of the Secretary or any Assistant Secretary of the
              Company (or any other officer of the Company designated by the
              Board of Directors of the Company) for the purpose of implementing
              the forfeiture and cancellation provisions of this Agreement.

       5.     Stock Splits, Stock Dividends, Mergers and Reorganizations. If, at
              any time or from time to time when there are shares of Restricted
              Stock subject to forfeiture and cancellation under Section 2
              hereof:


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              (a)    There is any stock dividend or liquidating dividend of cash
                     and/or property, stock split or other change in the
                     character or amount of any of the outstanding securities of
                     the Company; or

              (b)    There is any consolidation, merger or sale of all, or
                     substantially all, of the assets of the Company; then, in
                     such event, any and all new, substituted or additional
                     securities or other property to which the Participant is
                     entitled by reason of his or her ownership of the shares of
                     Restricted Stock which are so subject to forfeiture and
                     cancellation shall be immediately and similarly subject to
                     such forfeiture and shall be included in the words and
                     treated as "Restricted Stock" for all purposes of such
                     forfeiture provisions and all other terms and conditions
                     hereof with the same force and effect as the original
                     shares of Restricted Stock subject to such forfeiture
                     provisions.

              Notwithstanding the above, upon the dissolution or liquidation of
              the Company or upon any reorganization, merger or consolidation in
              which the Company does not survive, the forfeiture and
              cancellation provisions of Section 2 shall terminate as to any
              shares of Restricted Stock not previously forfeited and canceled
              pursuant to such provisions.

       6.     Indemnification of Company. The Participant hereby agrees to
              indemnify the Company and to hold the Company harmless from and
              against any loss, liability, cost or expense, including attorneys'
              fees and expenses, which the Company may incur or to which the
              Company may be subject by any reason of or based upon the fact
              that the Company has custody of any certificates representing
              Restricted Stock retained in accordance with Section 4 hereof and
              that such stock, or any right, title or interest therein, may
              become involved in any legal, administrative or arbitration
              proceeding.

       7.     Transfer or Hypothecation of Stock. The Participant agrees that he
              or she will not transfer, sell, pledge, assign or in any other way
              hypothecate, alienate or dispose of any shares of Restricted Stock
              awarded under this Agreement so long as such shares are subject to
              forfeiture and cancellation under Section 2 hereof. It is agreed
              that if the Participant does, or attempts to do, or suffers any of
              such prohibited acts or events specified in the immediately
              preceding sentence, then forthwith upon the occurrence of such act
              or event such shares shall be automatically forfeited and
              canceled, without payment by the Company of any consideration
              therefor and without any notice, demand, period of time or legal
              or administrative proceeding.

       8.     Ownership Rights. Subject only to the provisions of this
              Agreement, the Participant shall have all of the rights, powers
              and privileges of an owner of shares of Common Stock, including
              without limitation the right to vote such shares and to receive
              non-liquidating cash dividends and non-liquidating distributions
              thereon, with respect to shares of Restricted Stock awarded
              hereunder notwithstanding that certificates representing any or
              all of such shares are retained by the Company pursuant to Section
              4 hereof; provided, however, that all such rights shall terminate
              automatically with respect to any shares forfeited and canceled
              pursuant to Sections 2 or 7 of this Agreement.


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       9.     Endorsement on Share Certificates. The Participant agrees that the
              certificates representing any Restricted Stock subject to the
              forfeiture and cancellation provisions of Section 2 may have
              endorsed upon them in a conspicuous manner a legend in
              substantially the following form:

                 "The voluntary or involuntary transfer or encumbrance of
                 the shares represented by this certificate are restricted
                 by, and such shares are subject to, the provisions of a
                 certain agreement between the company and the registered
                 holder hereof (which agreement, among other things,
                 subjects such shares to possible forfeiture and
                 cancellation), a copy of which is on file at the principal
                 office of the company and will be furnished to the holder
                 of this certificate upon request without charge."

              When the forfeiture and cancellation provisions of Section 2
              hereof expire or terminate as to any of such shares, the Company
              shall, upon the Participant's request and at no charge to the
              Participant, exchange the certificates representing the shares
              that contain the endorsement provided for herein for new
              certificates representing those of the shares as to which such
              rights have expired or terminated containing no such endorsement
              and certificates containing such endorsement representing the
              balance of the shares as to which such rights have not expired or
              terminated.

       10.    No Contract of Employment. The Participant acknowledges and agrees
              that this Agreement shall not be construed to give Participant any
              right to be retained in the employ of the Company or any
              Subsidiary, and that the right and power of the Company or any
              Subsidiary to dismiss or discharge the Participant (with or
              without cause) is strictly reserved. The Participant recognizes
              that, in the event of any such discharge, the forfeiture
              provisions of Section 2 hereof shall be fully applicable.

       11.    Tax Withholding. Participant acknowledges that the Company is
              required, and hereby specifically authorizes the Company, to
              deduct and withhold from the wages, salary or other income payable
              by the Company to Participant from time to time, the requisite
              amounts required to be so deducted and withheld for federal, state
              or local taxes with respect to the award of Restricted Stock
              hereunder. Participant specifically authorizes the Company to
              withhold such amounts from time to time, as required by law, in
              connection with the termination or expiration of the forfeiture
              provisions of Section 2 hereof. Participant agrees that the
              Company may, at its election, require Participant to pay to the
              Company (for such withholding on behalf of Participant) any
              amounts required to be so withheld if such amounts are not
              directly withheld from such wages, salary or other income, and in
              such event Participant shall forthwith make such payments.

       12.    Governing Law. This Agreement and the rights and obligations of
              the parties hereto shall be governed by and construed in
              accordance with the internal substantive laws of the State of
              Delaware.

       13.    Notices. Any notice or other communication required or permitted
              hereunder shall be sufficiently given only if delivered personally
              or sent by registered or certified mail, postage prepaid, to the
              Company at its principal place of business, or to the


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              Participant at the address below or any address of Participant
              appearing on the Company's stock records, or to such other address
              or addresses as shall be furnished in writing in the foregoing
              manner by either party to the other party, and shall be deemed to
              have been given as of the date so personally delivered or two days
              after the date deposited in the United States mail, as the case
              may be.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                          TRANSTECHNOLOGY CORPORATION

                                          --------------------------------
                                          Name:
                                          Title:

                                          PARTICIPANT

                                          --------------------------------
                                          Name:

                                          Address:


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