Exhibit
      10(m)

    
 

    TASTY
      BAKING COMPANY

     

    DEFERRED
      STOCK UNIT AWARD AGREEMENT

     

    THIS
      AGREEMENT is entered into on this ____ day of ______________, 20___, by and
      between Tasty Baking Company (the “Company”) and __________________________ (the
“Grantee”)

     

    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company (the
“Committee”) has established the Tasty Baking Company Deferred Stock Unit Plan
      for Directors (the “DSU Plan”) under the Company’s 2003 and 2006 Long Term
      Incentive Plans (these plans along with any other long term incentive plans
      adopted from time to time by the Committee that authorize grants under the
      DSU
      Plan collectively, the “LTIPs,” and individually, the “applicable LTIP”).


     

    WHEREAS,
      the Committee has the authority under and pursuant to the LTIPs to grant and
      establish the terms of awards to eligible Directors of the Company;
      and

     

    WHEREAS,
      the Committee desires to grant awards of Deferred Stock Units to the Grantee,
      subject to the terms and conditions of the applicable LTIP, the DSU Plan, the
      Award Notices and this Agreement.

     

    In
      consideration of the provisions contained in this Agreement, the Company and
      the
      Grantee agree as follows:

     

    1.  The
      Awards.
      The
      Awards
      granted to the Grantee hereunder are pursuant to the applicable LTIP and the
      DSU
      Plan. Terms
      used
      in this Agreement which are
      not
      defined in this Agreement shall have the meanings used or defined in the
      applicable LTIP and the DSU Plan.

     

    2.  Grant
      of Deferred Stock Units.

     

    Subject
      to
      the terms and conditions set forth in the LTIPs, the DSU Plan (including,
      without limitation, equitable adjustment under Section D.3 of the DSU Plan)
      and
      this Agreement, the Grantee shall acquire the number of Deferred Stock Units
      set
      forth in the Award Notice (the “Award”), for each fiscal quarter of the Company
      ending after February 15, 2007, equivalent in value to $4,000 on the last day
      of
      such quarter, provided that Grantee is a Director of the Company on the last
      day
      of such quarter. 

     

    3.  Vesting
      of Deferred
      Stock Units. Subject
      to
      Paragraph 4 below, the Deferred Stock Units granted hereunder shall vest in
      accordance with the terms of the DSU Plan. 

     

    4.  Termination
      of Service After Vesting.
      Upon the
      Grantee’s termination of service as a Director of the Company after the
      completion of five or more years of continuous service (whether before or after
      the establishment of the Plan), the Grantee shall be entitled to receive payment
      in shares of common stock of the Company equal to the number of vested Deferred
      Stock Units that are credited to the Grantee’s account under the DSU Plan.
      Payment shall be made in a lump sum or in annual installments as elected by
      the
      Grantee in accordance with the terms of the DSU Plan. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5.  No
      Rights to Continue as a Director. Neither
      this Agreement nor the Award shall be construed as giving
      the
      Grantee any right to remain on the Board of Directors of the Company.


     

    6.  Rights
      as a Stockholder. The
      Grantee shall have no rights as a stockholder with respect to any shares which
      may be issued in payment of the Deferred Stock Units until the date of the
      issuance of a certificate for such shares (as evidenced by the appropriate
      entry
      on the books of the Company or of a duly authorized transfer agent of the
      Company). No adjustment shall be made for dividends, distributions or other
      rights for which the record date is prior to the date such certificate is
      issued, except as provided in the DSU Plan and this Agreement.

     

    7.  Legends. The
      Company may at any time place legends referencing any applicable federal or
      state securities law restrictions on all certificates representing shares of
      stock issued pursuant to this Agreement. The Grantee shall, at the request
      of
      the Company, promptly present to the Company any and all certificates
      representing shares acquired pursuant to this Agreement in the possession of
      the
      Grantee in order to carry out the provisions of this Section.

     

    8.  Nontransferability
      of Deferred Stock Units. Prior
      to
      the issuance of shares of common stock on the payment date, neither this
      Agreement nor any of the Deferred Stock Units subject to this Agreement shall
      be
      subject in any manner to anticipation, alienation, sale, exchange, transfer,
      assignment, pledge, encumbrance, or garnishment by creditors of the Grantee,
      except transfer by will or by the laws of descent and distribution. All rights
      with respect to the Agreement shall be exercisable during the Grantee’s lifetime
      only by the Grantee or the Grantee’s guardian or legal
      representative.

     

    9.  Amendments. The
      Committee may amend this Agreement at any time; provided, however, that no
      such
      amendment may adversely affect the Grantee’s rights under this Agreement without
      the consent of the Grantee, except to the extent such amendment is reasonably
      determined by the Committee in its sole discretion to be necessary to comply
      with applicable
      law or to prevent a detrimental accounting impact. No amendment or addition
      to
      this Agreement shall be effective unless
      in
      writing.

     

    10.  Notices. Any
      notice
      required or permitted under this Agreement shall be deemed given when delivered
      personally, or
      when
      deposited in a United States Post Office, postage prepaid, addressed, as
      appropriate, to the Grantee’s last known address, or
      such
      other address as the Grantee may designate in writing to the Company, or to
      the
      Company, Attention: General Counsel, or such other address as the Company may
      designate in writing to the Grantee.

     

    11.  Binding
      Effect. This
      Agreement shall inure to the benefit of the successors and assigns of the
      Company and, subject to the restrictions on transfer set forth herein, be
      binding upon the Grantee and the Grantee’s heirs, executors, administrators,
      successors and assigns.

     

    12.  Failure
      to Enforce Not a Waiver. The
      failure of the Company to enforce at any time any provision of this Agreement
      shall in no way be construed to be a waiver of such provision or of any other
      provision hereof.

     

    
      
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    13.  Integrated
      Agreement.
      The
      Award
      Notice, this Agreement, the applicable LTIP and the DSU Plan constitute the
      entire understanding and agreement of the Grantee and the Company with respect
      to the subject matter contained herein or therein and supersedes any prior
      agreements, understandings, restrictions, representations, or warranties among
      the Grantee and the Company with respect to such subject matter other than
      those
      as set forth or provided for herein or therein. To the extent contemplated
      herein or therein, the provisions of the Award Notice and this Agreement shall
      survive any payment of the award and shall remain in full force and
      effect.

     

    14.  Governing
      Law. This
      Agreement and the legal relations between the parties shall be governed by
      and
      construed in accordance with the laws of the Commonwealth of Pennsylvania,
      without effect to the conflicts of laws principles thereof.

     

    15.  Authority. The
      Committee shall have full authority to interpret and construe the terms of
      the
      LTIPs, the DSU Plan, the Award Notice, and this Agreement. The determination
      of
      the Committee as to any such matter of interpretation or construction shall
      be
      final, binding and conclusive on all parties. 

     

    IN
      WITNESS WHEREOF,
      Tasty
      Baking Company and the Grantee have caused this Agreement to be executed this
      _______ day of _________________, 20__.

     

    


    
      	
              ATTEST:

               

            	
              TASTY
                BAKING COMPANY

               

            
	 	 
	
              _______________________________

            	
              By:________________________________

            
	 	
              Charles
                P. Pizzi

            
	 	
              President
                and Chief Executive Officer

            
	 	 
	 	 
	
              WITNESS:

               

            	
              GRANTEE

               

            
	 	 
	
              _________________________________

            	
              ______________________________________

            


    

     

    
      
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