Exhibit 10(d)


    Exhibit
      10(d)

    
 

    RESTRICTED
      STOCK AWARD AGREEMENT

    


    


    THIS
      AGREEMENT is made as of the 5th day of March, 2007 (the “Grant Date”), by and
      between Tasty Baking Company (“Company”) and
      ______________(“Grantee”).

     

    WHEREAS,
      Grantee is a valued employee of the Company and/or one of its subsidiaries
      (collectively referred to as the “Employer”); and

    


    WHEREAS,
      the Company desires to motivate, attract and retain the services of its valued
      employees; and

    


    WHEREAS,
      the Company’s Board of Directors adopted the Tasty Baking Company 2006 Long Term
      Incentive Plan (“Plan”) on March 24, 2006, and the Plan was approved by
      shareholders of the Company on May 11, 2006; and 

    


    WHEREAS,
      as additional compensation for Grantee’s services to the Employer, and to
      motivate the Grantee to continue his or her efforts to enhance the value of
      the
      Company for shareholders, generally, and pursuant to the actions of the
      Company’s Board of Directors and the Board’s Compensation Committee (the
“Committee”), the Company wishes to transfer shares of Common Stock of the
      Company to Grantee pursuant to the terms of the Plan on the Grant Date, subject
      to the conditions set forth herein.

    


    NOW,
      THEREFORE, the Company and Grantee hereby agree as follows:

    


    1. As
      of the
      Grant Date, the Company shall transfer to Grantee ________________ (00) shares
      of the Company’s common stock, par value $.50 per share (“Award Shares”), at
      which time Grantee shall become the beneficial owner of the Award Shares so
      transferred, with the right to vote the Award Shares and receive dividends
      with
      respect to the Award Shares, subject to the risk of forfeiture conditions and
      transfer restrictions set forth herein. 

    


    2. (a) The
      Grantee’s right to beneficial ownership of the Award Shares shall become
      permanently vested and nonforfeitable, and they shall be released from the
      transfer restrictions set forth herein on the earlier of (i) third anniversary
      of the Grant Date, provided that Grantee remains in the continuous employment
      of
      the Employer as of such date; (ii) upon the retirement of the Grantee with
      the
      approval of the Company; or (iii) upon such event as evidenced by agreement
      with
      the Company. 

    


    (b) Prior
      to
      the vesting of the Award Shares pursuant to Paragraph 2(a), above, no Award
      Share (including any shares received by Grantee with respect to the Award Shares
      as a result of stock dividends, stock splits or any other form of
      recapitalization or a similar transaction affecting the Company’s securities
      without receipt of consideration) may be sold, assigned, transferred, pledged,
      hypothecated or otherwise disposed of, alienated or encumbered. 

    


    (c) If
      the
      Grantee’s employment with the Employer is terminated for any reason (excluding
      death) before he or she has become vested in the Award Shares pursuant to
      Paragraph 2(a), above, the Grantee shall forfeit the Award Shares, whether
      or
      not the Grantee is reemployed by the Employer. 

    


    (d) If
      a
      Grantee dies while in the employ of the Employer prior to the vesting of the
      Award Shares pursuant to Paragraph 2(a), above, all of the Award Shares shall
      become nonforfeitable and shall be delivered to the Grantee’s estate.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Unless
      the
      Grantee and the Company make other arrangements satisfactory to the Company
      with
      respect to the payment of withholding taxes, upon vesting of the Award Shares
      pursuant to Paragraph 2(a) above, the Award Shares shall be reduced by that
      number of Award Shares having a value, as of the date they become vested, equal
      to the minimum amount of Federal, state and local taxes required to be withheld
      with respect to such Award Shares.

    


    4.
       Nothing
      in
      this Agreement shall confer upon Grantee any right to continue in the employ
      of
      the Employer or any affiliate thereof, or shall interfere with or restrict
      in
      any way the rights of such person to terminate Grantee’s employment at any time,
      subject to the terms of any employment agreement by and between the Employer
      and
      Grantee.

    


    5.
       This
      Award
      Agreement is subject to the terms of the Plan, and the Grantee hereby
      acknowledges receipt of a copy of the Plan. All capitalized terms not defined
      herein shall have the definition set forth in the Plan.

    


    6.
       This
      Agreement shall be governed by the substantive law of the Commonwealth of
      Pennsylvania, without giving effect to the choice of law principles
      thereof.

    


    The
      parties hereby have entered into this Agreement with intent to be legally bound
      hereby, as of the first date set forth above.

    

      
        	
                ATTEST:

              	
                TASTY
                  BAKING COMPANY

              
	 	 
	 	 
	 	 
	
                ___________________________________

              	
                By:________________________________

              
	 	
                Charles
                  P. Pizzi 

                President
                  and Chief Executive Officer

              
	 	 
	
                Witness:

              	
                GRANTEE

              
	 	 
	 	 
	 	 
	
                ___________________________________

              	
                ___________________________________

              


      



    
      
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