npk_101.htm


     

     

    

      Exhibit
10.1

    

     

    


    NATIONAL
PRESTO INDUSTRIES, INC.

    RESTRICTED
STOCK AWARD AGREEMENT

     

    This
RESTRICTED STOCK AWARD
AGREEMENT (the "Agreement") is made this
____ day
of _______ by and between National Presto Industries, Inc.,
a Wisconsin corporation (the "Company") and
_______________________, an individual resident of Wisconsin ("Participant").

     

    1. Award. The Company
hereby grants to Participant a restricted stock award of ____________ shares
(the "Shares") of
Common Stock of the Company according to the terms and conditions set forth
herein and in the National Presto Industries, Inc. Incentive Compensation Plan
(the "Plan"). The
Shares are Restricted Stock granted under Section 5 of the Plan. A copy of the
Plan will be furnished upon request of Participant.

     

    2. Vesting. Except as
otherwise provided in this Agreement, the Shares shall vest in accordance with
the following schedule:


    
       

      
        	 On or after
      each of  	 	 Number of
      Shares
	 the following
      dates  	 	 Vested  
	 	 	 


      

       

    

    3. Restrictions on
Transfer. Until the Shares vest pursuant to Section 2 or Section 4
hereof, none of the Shares may be assigned, pledged, alienated, attached, sold
or otherwise transferred or encumbered, and any purported assignment, pledge,
alienation, attachment, sale or transfer or encumbrance shall be void and
unenforceable against the Company, and no attempt to transfer the Shares,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
the purported transferee with any interest or right in or with respect to the
Shares.

     

    4. Forfeiture; Early
Vesting. If Participant ceases to be an employee of the Company or any
Subsidiary (as defined in the Plan) prior to vesting of the Shares pursuant to
Section 2 or Section 4 hereof, all of Participant's rights to all of the
unvested Shares shall be immediately and irrevocably forfeited, except that (i)
if Participant ceases to be an employee by reason of death prior to the vesting
of Shares under Section 2 hereof, or (ii) if Participant ceases to be an
employee by reason of Disability (as defined in the Plan) prior to the vesting
of Shares under Section 2 hereof, or (iii) if Participant ceases to be an
employee by reason of Retirement (as defined in the Plan) prior to the vesting
of Shares under Section 2 hereof, all Shares granted hereunder shall vest as of
such termination of employment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Further, in the event of a Change in Control (as defined in the Plan) of
the Company, any Shares that are not vested shall become fully vested
immediately prior to the Change in Control.  Upon forfeiture,
Participant will no longer have any rights relating to the unvested Shares,
including the right to vote the Shares and the right to receive dividends
declared on the Shares.

     

    5. Rights of a
Shareholder. Except as provided herein, the Participant shall have all of
the rights of a shareholder of the Company with respect to the Shares of
Restricted Stock, including the right to vote the Shares and receive dividends
and other distributions with respect thereto.

     

    6. Tax
Matters.

     

    (a) Participant
shall be liable for any and all taxes, including withholding taxes, arising out
of this Award or the vesting of Restricted Stock hereunder. The Company shall
have the right to deduct from any and all payments made in connection with the
Award, or to require the Participant, through payroll withholding, cash payment
or otherwise, to make adequate provision for, the federal, state, local and
foreign taxes, if any, required by law to be withheld by the Company with
respect to the Award or the shares acquired pursuant thereto. The Company shall
have no obligation to deliver shares of Common Stock issuable to the Participant
upon the vesting of the Restricted Stock until the Company's tax withholding
obligations have been satisfied by the Participant.

     

    (b) The
Company shall have the right, but not the obligation, to deduct from the shares
of Common Stock issuable to the Participant upon the vesting of the Restricted
Stock, or to accept from the Participant the tender of, a number of whole shares
of Common Stock having a Fair Market Value equal to all or any part of the tax
withholding obligations of the Company. The Fair Market Value of any shares of
Common Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the minimum amount of tax required to be withheld
with respect to the transaction.

     

    (c) Participant
acknowledges that, at his or her option, Participant (i) shall be entitled to
make an election permitted under section 83(b) of the Internal Revenue Code of
1986, as amended (the "Code"), to include in gross income in the taxable year in
which the Restricted Stock is granted, the Fair Market Value of such shares on
the Grant Date, notwithstanding that such shares may be subject to a substantial
risk of forfeiture within the meaning of the Code, or (ii) may elect to include
in gross income the Fair Market Value of the Restricted Stock as of the date on
which such restriction lapses. The Participant agrees to give the Company's
Human Resources Department prompt written notice of any election made by such
Participant under Code Section 83(b).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

        7. Miscellaneous.

     

    (a) Plan Incorporation; Defined
Terms.  The provisions of the Plan are incorporated into this
Agreement by reference. Capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Plan.

     

    (b) Legends;
Certificates. Participant agrees that each certificate, if any,
representing unvested Shares will bear any legend required by law and a legend
reading substantially as follows:

     

    The
securities represented by this certificate are subject to the provisions of a
Restricted Stock Award Agreement dated as of _________. None of the securities
represented by this certificate may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or encumbrance
shall be void and unenforceable against the Company, and no attempt to transfer
the Shares, whether voluntary or involuntary, by operation of law or otherwise,
shall vest the purported transferee with any interest or right in or with
respect to the Shares.

     

    Participant
agrees that the Company shall hold any certificate representing unvested Shares
in escrow until such time such Shares are vested.

     

    (c) Delivery of Title to
Shares.  Subject to any governing rules or regulations, the
Company shall deliver any shares of Common Stock acquired in connection with the
vesting of the Restricted Stock to or for the benefit of the Participant either
(a) by delivering to the Participant stock certificates for vested shares of
Common Stock, (b) by delivering to the Participant evidence of book entry shares
of Common Stock credited to the account of the Participant, or (c) by depositing
such shares of Common Stock for the benefit of the Participant with a broker
designated by the Company. The Company shall not be required to issue stock
certificates for any shares of Common Stock acquired in connection with the
vesting of the Restricted Stock.

     

    (d) Company
Policies.  Participant agrees that he or she has read and will
comply with the Company's Insider Trading Policy and its Corporate Code of
Conduct.

     

    (e) Plan Provisions
Control. In the event that any provision of the Agreement conflicts with
or is inconsistent in any respect with the terms of the Plan, the terms of the
Plan shall control.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (f) No Right to
Employment. The issuance of the Shares shall not be construed as giving
Participant the right to be retained in the employ of the Company or any
Subsidiary, nor will it affect in any way the right of the Company or any
Subsidiary to terminate such employment or position at any time, with or without
cause. In addition, the Company or any Subsidiary may at any time dismiss
Participant from employment, free from any liability or any claim under the
Plan or
the Agreement. Nothing in the Agreement shall confer on any person any legal or
equitable right against the Company or any Subsidiary, directly or indirectly,
or give rise to any cause of action at law or in equity against the Company or
any Subsidiary. The Award granted hereunder shall not form any part of the wages
or salary of Participant for purposes of severance pay or termination
indemnities, irrespective of the reason for termination of employment. Under no
circumstances shall any person ceasing to be an employee of the Company or any
Subsidiary be entitled to any compensation for any loss of anyright or benefit
under the Agreement or Plan which such employee might otherwise have enjoyed but
for termination of employment, whether such compensation is claimed by way of
damages for wrongful or unfair dismissal, breach of contract or otherwise. By
participating in the Plan, Participant shall be deemed to have accepted all the
conditions of the Plan and the Agreement and the terms and conditions of any
rules and regulations adopted by the Committee (as defined in the Plan) and
shall be fully bound thereby.

    

     

    (g) Entire Agreement.
This Agreement and the Plan constitute the entire understanding and agreement
between Participant and the Company regarding this Award. Participant
acknowledges that any other agreement, statement, understanding or promise with
respect to the Award, whether oral or in writing, not contained in this
Agreement or the Plan shall not be valid or binding. Any modification of or
amendment to this Agreement shall be effective only if it is in writing and
signed by both parties, except as otherwise provided in the Plan.

     

    (h) Governing Law. The
validity, construction and effect of the Plan and the Agreement, and any rules
and regulations relating to the Plan and the Agreement, shall be determined in
accordance with the internal laws, and not the law of conflicts, of the State of
Wisconsin.

     

    (i) Severability. If any
provision of the Agreement is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Agreement under any
law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Agreement, such provision
shall be stricken as to such jurisdiction or the Agreement, and the remainder of
the Agreement shall remain in full force and effect.

     

    (j) No Trust or Fund
Created. Neither the Plan nor the Agreement shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any Affiliate and Participant or any other
person.

     

    (k) Headings. Headings
are given to the Sections and subsections of the Agreement solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Agreement
or any provision thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

        IN WITNESS WHEREOF, the Company
and Participant have executed this Agreement on the date set forth in the first
paragraph.

     

    
      
        	 National Presto Industries,
      Inc.:	 	 	 Participant:	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title: