EXHIBIT 10.3


March 14, 2006


Mr. Daniel S. Jaffee
 Oil-Dri Corporation of America
 410 N. Michigan Avenue
 Chicago, IL 60611


Re:  Restricted Stock Agreement (the “Agreement”)


Dear Dan:


          Subject to the terms and conditions of this Agreement and the Oil-Dri Corporation of America 2006 Long Term Incentive Plan (the “Plan”), Oil-Dri Corporation of America (the “Company”) hereby awards you a grant of shares of restricted Stock (as defined in the Plan), effective as of March 14, 2006.  This award is subject to adoption of the Plan by the stockholders of the Company.  The Plan is an integral part of, and is incorporated by reference in, this Agreement.  Any capitalized terms not defined in this Agreement shall have the meanings specified in the Plan.


          1.     Number of Shares.  This grant of shares of restricted Stock shall consist of seventy thousand (70,000) shares (the “Restricted Shares”) of the Class B Stock of the Company.


          2.     No Payment for Shares of Restricted Stock.  No per share purchase price is required to be paid by you for the Restricted Shares.


          3.     Vesting.  All restrictions applicable to the Restricted Shares under this Agreement shall lapse, and such Restricted Shares shall vest according to the following vesting schedule (the “Vesting Dates”):

	
   
  	
  
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December 6,   2006, 14,000 shares, provided you are still employed by the Company on that   date,
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
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December 6,   2007, 14,000 shares, provided you are still employed by the Company on that   date,
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
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December 6,   2008, 14,000 shares, provided you are still employed by the Company on that   date,
  














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December 6,   2009, 14,000 shares, provided you are still employed by the Company on that   date,
  
	
   
  	
   
 	
  
 
  
	
  
 
  	
  
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December 6,   2010, 14,000 shares, provided you are still employed by the Company on that   date,
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
   
 	
  
Or
  
	
  
 
  	
   
 	
   
 
	
  
 
  	
  
100% of the   shares will vest immediately upon a Change in Control (as defined in the   Plan) of the Company.
  
	
  
 
  	
  
 
  
	
  
Notwithstanding   the foregoing, in no event shall any shares vest prior to stockholder   approval of the Plan.
  




          4.     Escrow.  Until your Restricted Shares have vested pursuant to Section 3 above, such shares shall be held in escrow by the Treasurer of the Company (the “Escrow Agent”).  The Escrow Agent will hold the Restricted Shares until directed by the Company to distribute the Restricted Shares (i) to the Company upon receipt of written authorization from the Company indicating that the Restricted Shares have been forfeited in accordance with the terms of this Agreement, or (ii) to you upon receipt of written authorization from the Company indicating that the restrictions have lapsed in accordance with the terms of this Agreement.


          5.     Forfeiture of Unvested Shares.  If, for any reason, your service as an employee terminates at any time before a vesting date, or if the Plan is not approved by the Company’s stockholders prior to March 14, 2007, all Restricted Shares that have not yet vested as of the date of such termination (or March 14, 2007, as applicable) shall be forfeited.  In such event, you will sign any document and take any other action required to assign the Restricted Shares back to the Company.


          6.     Dividends.  As a holder of Restricted Shares, you are generally entitled to all dividend rights of a holder of Class B Stock.  Prior to stockholder approval of the Plan, however, any dividends paid on such Restricted Shares shall be held in escrow by the Escrow Agent, until notified by the Company that the Plan has been approved by stockholders.  Any dividends paid on such Restricted Shares, including stock dividends, after stockholder approval of the Plan shall be paid to you in such a manner and at such times as to other holders of Class B Stock.


          7.     Stock Certificates.  Stock certificates evidencing the Restricted Shares shall be issued as of the date of this Agreement, shall be registered in your name, shall bear a legend referring to the restrictions applicable to the Restricted Shares, and shall be held in escrow by the Treasurer of the Company.  You shall, simultaneously with execution of this Agreement, execute and deliver in blank a stock power to facilitate the transfer of the 











March 14, 2006
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Restricted Shares in the event of a forfeiture of the Restricted Shares. Subject to Section 10 of this Agreement, applicable stock certificates representing Restricted Shares as to which restrictions have lapsed as of any Vesting Date will be delivered to you as soon as practicable after such Vesting Date.


          8.     No Right to Remain as an Employee.  Neither the existence of the Plan nor the grant of this restricted Stock shall obligate the Company to retain you as an employee.


          9.     Shares Non-transferable.  The Restricted Shares are not transferable until such shares become non-forfeitable.


          10.     Taxes.  The Company is not required to issue certificates for unrestricted shares of Stock upon any Vesting Date unless you (or your estate or personal representative) first pay to the Company such amount, if any, as it may request to satisfy any liability it may have to withhold federal, state, or local income or other taxes relating to the Restricted Shares which vest on such Vesting Date.


          11.     Amendments.  This Agreement may be amended only by a writing executed by the Company and you which specifically states that it amends this Agreement.  The Board can amend the Plan as provided therein, except that no such amendment shall adversely affect your rights under this Agreement without your consent.


          12.     Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Treasurer.  Any notice to be given to you shall be addressed to you at the address listed in the Company’s records.  By a notice given pursuant to this Section, either party may designate a different address for notices.  Any notice shall have been deemed given when actually delivered.


          13.     Severability.  If any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any part of the Agreement not declared to be unlawful or invalid.  Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid.


          14.     Applicable Law.  This Agreement shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.


          15.     Headings.  Headings in this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.











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          Please indicate your acceptance of this Agreement by signing the enclosed copy in the space provided below and returning to Richard Siepka, the Assistant Treasurer of the Company, the signed copy of this Agreement and a stock power executed by you in blank.  Please do so at your earliest convenience, and in any event within 10 days after the date of this Agreement.

	
  
 
  	
  
 
  	
  
OIL-DRI   CORPORATION OF AMERICA
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Richard   M. Jaffee
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Richard M.   Jaffee
  
	
  
 
  	
  
 
  	
  
 
  	
  
Chairman of   the Board of Directors
  
	
  
ACCEPTED AND   AGREED:
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
/s/ Daniel   S. Jaffee
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Daniel  S. Jaffee
  	
  
 
  	
  
 
  	
  
 
  
	
  
Dated: March   14, 2006