If the targeted level of performance for a Performance Measure is achieved, then the number ofshares Restricted Stock attributed to such Performance Measure shall be earned by the Executiveand, in addition, shall then be subject to a continued service vesting requirement as set forth inExhibit A in order for the Award to vest. If the shares of Restricted Stock are earned andbecome vested, such shares shall be free of restriction, except as provided otherwise in the Planor this Agreement.Section 4. Dividend, Voting and Other Rights. Prior to the time that anyshares of Restricted Stock shall have become vested, the Executive shall be entitled to (a) receiveall dividends and distributions, if any, paid with respect to the unvested shares of RestrictedStock, (b) exercise all voting rights with respect to the unvested shares of Restricted Stock, and(c) exercise and possess all other rights and attributes of ownership of the unvested shares ofRestricted Stock, except as provided otherwise in the Plan and this Agreement.Section 5. Certain Agreements of the Executive. The Executive herebyunderstands and agrees as follows:(a) none of the shares of Restricted Stock have been registered or qualified under any federalor state securities laws and are being issued by the Company in reliance upon certain exemptionsfrom registration or qualification under such laws;(b) because the shares of Restricted Stock have not been registered or qualified under anyfederal or state securities laws and because the Executive may be deemed to be an affiliate of theCompany under the federal securities laws, such shares are subject to restrictions on resale andtransfer imposed by applicable federal and state law in addition to the restrictions set forth inthe Plan and this Agreement;(c) he is (and his heirs, executors, administrators and representatives are) bound by, and theshares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in thePlan and this Agreement, the Company’s Certificate of Incorporation and By-Laws and applicable law(all as currently or hereafter in effect);(d) there is no obligation of the Company to continue to have the shares of the Company’scommon stock (including the shares of Restricted Stock if and when they may become earned and/orvested) listed, traded or quoted on any securities exchange or on any quotation system or otherestablished trading market;(e) no representations, promises or commitments have been made to the Executive relating to(i) the repurchase by the Company of any shares of Restricted Stock upon such shares having beenearned or vested, or (ii) the amount of dividends or distributions, the percentage of profit or thereturn on investment, if any, that he might expect to receive as a result owning the shares ofRestricted Stock (whether before or after the shares shall have become earned or vested); and(f) the shares of Restricted Stock shall be held by the Executive for his own account and notfor another person and not with a view to resale, distribution, subdivision or fractionalization ofsuch shares.
 
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Section 6. Non-transferability. Until shares of Restricted Stock shall havebeen earned and subsequently vested as provided in the Plan and this Agreement, the unvested sharesof Restricted Stock (a) cannot be sold, transferred, assigned, margined, encumbered, bequeathed,gifted, alienated, hypothecated, pledged or otherwise disposed of, nor can a lien, securityinterest or option be placed thereon, whether by operation of law, whether voluntarily orinvoluntarily, or otherwise, and (b) are not subject to execution, attachment or similar process orotherwise available to the creditors of the Executive. At such time as shares of Restricted Stockshall have been earned and subsequently vested, the vested shares of Restricted Stock may be sold,transferred, gifted or otherwise disposed of in accordance with applicable law and the requirementsthen in effect of the principal securities exchange or market (or of any quotation system or otherestablished trading market) on which the Company’s shares of common stock are then listed ortraded, if any. Any attempted or purported transfer or other act in breach of or contrary to thisSection shall be null and void and of no force or effect whatsoever.Section 7. Issuance of Shares. Promptly following the execution of thisAgreement, the Company shall issue (or purchase in the open market or in privately-negotiatedtransactions) the shares necessary to satisfy the Award of Restricted Stock, and thereafter untilsuch time as shares of Restricted Stock shall have been earned and subsequently vested, the Companyshall maintain the unvested shares in book-entry form in the name of the Executive, and suchunearned or unvested shares shall be outstanding for all corporate purposes. Until such time asshares of Restricted Stock shall have been earned and subsequently vested, the Executive shall notbe entitled to hold any unearned or unvested shares in street name and the Company shall not issueany certificate representing unearned or unvested shares in the name or for the benefit of theExecutive. Upon request by the Executive following the date on which shares of Restricted Stockshall have been earned and subsequently vested, the Company shall release such vested shares to theExecutive and shall, in accordance with the instructions of the Executive, either cause such sharesto be placed in “street name” with a broker designated by the Executive or issue a stockcertificate representing such shares in the name of the Executive with a legend in substantiallythe following form imprinted thereon.RESTRICTIONS ON TRANSFERThe securities represented by this Certificate have not been registered or qualifiedunder the Securities Act of 1933, as amended (the “Act”), the laws of the State ofDelaware or any other state securities laws and may not be sold, transferred,gifted, pledged or otherwise disposed of in the absence of such registration orqualification or an exemption therefrom under the Act and any applicable statesecurities laws.The securities represented by this Certificate are subject to the terms of aRestricted Stock Award Agreement and the 2007 Executive Incentive Plan of theCompany, which contain restrictions on the sale, transfer, gift, pledge and otherdisposition of, and other matters relating to, these securities, copies of whichagreement and plan are on file with the Secretary of the Company.
 
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Section 8. Income and Employment Tax Withholding. All required federal, stateand local income and employment taxes (and all interest and penalties thereon) that arise or areimposed by virtue of the Award of Restricted Stock having been earned and subsequently vested shallbe the responsibility of and paid by the Executive. The Company shall have the right to requirepayment to it of the taxes and other charges required by law to be withheld as a result of theAward of Restricted Stock having been earned and subsequently vested. The Company also is herebyentitled, and the Executive hereby authorizes the Company, to withhold shares of Restricted Stockto satisfy any withholding tax liability of the Company. The value of the shares that may bewithheld shall equal the Company’s aggregate withholding tax obligations in connection with theshares of Restricted Stock that have been earned and subsequently vested (or, if made, theExecutive’s election under Section 83(b) of the Internal Revenue Code) and shall be based upon theclosing price of the Company’s common stock, as quoted by the principal securities exchange ormarket on which the Company’s common stock is then traded, on the date that the shares have vestedas specified in Exhibit A (or, if the Executive makes an election under Section 83(b) ofthe Internal Revenue Code, on the Award Date for the Award of Restricted Stock). If the Company’scommon stock is not listed, traded or quoted on any securities exchange or on any quotation systemor other established trading market on the date that the shares of Restricted Stock have vested,then the value of the shares that may be withheld shall be the fair market value of such shares asdetermined by the Company. The Company understands and agrees that the Executive is entitled tomake an election under Section 83(b) of the Internal Revenue Code.Section 9. Employment; Certain Conflicts. Neither this Agreement nor theAward of Restricted Stock (a) constitutes an agreement, understanding or commitment relating to thecontinued employment of the Executive by the Company, or (b) affects the employment of theExecutive by the Company pursuant to the Employment Agreement. In the event of any conflictbetween the Plan and this Agreement, then this Agreement shall control; provided however, that inthe event that this Agreement is silent with respect to a particular matter relating to the Awardof Restricted Stock, then the Plan shall control with respect to such matter. In the event of anyconflict between this Agreement and the Employment Agreement, then this Agreement shall control.Section 10. Effect of Termination of Employment or Change in Control.Notwithstanding anything to the contrary contained in the Plan or this Agreement, in the event of aChange in Control (as defined in the Employment Agreement) or a termination of the Executive’semployment with the Company (whether by the Company or the Executive, whether with or without causeor good reason, whether upon disability, retirement or death, or otherwise), all shares ofRestricted Stock that have not been earned or that have been earned but have not subsequentlyvested as of the time of such event shall be treated in accordance with in Section 5(g)(ii) of theEmployment Agreement.
 
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Section 11. Miscellaneous.(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to thebenefit of the Company and the Executive and their respective heirs, executors, representatives,successors and assigns; provided, however that neither party may assign this Agreement without theprior written consent of the other party hereto except that the Company may, without the consent ofthe Executive, assign this Agreement in connection with any merger, consolidation, share exchange,combination, sale of stock, sale of assets or other similar transaction involving the Company orany transaction or series of transactions constituting a Change in Control. In the event of anysuch permitted assignment by the Company of this Agreement, all references to the “Company” shallthereafter mean and refer to the successor or assignee of the Company.(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waivethe performance by the other party of any of the covenants or agreements to be performed by suchother party under this Agreement or any breach of or noncompliance with any provision of thisAgreement. The waiver by either party hereto shall not operate or be construed as a continuing orsubsequent waiver or a waiver of any other or subsequent failure of performance, breach ornoncompliance hereunder. The failure or delay of either party at any time to insist upon thestrict performance of any provision of this Agreement or to enforce its rights or remedies underthis Agreement shall not be construed as a waiver or relinquishment of the right to insist uponstrict performance of such provision, or to pursue any of its rights or remedies for any breachhereof, at a future time.(c) Amendment. This Agreement may be amended, modified or supplemented only by awritten agreement executed by both of the parties hereto.(d) Headings. The headings in this Agreement have been inserted solely for ease ofreference and shall not be considered in the interpretation or construction of this Agreement.(e) Severability. In case any one or more of the provisions (or any portion thereof)contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect any other provision ofthis Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceableprovision or provisions (or portion thereof) had never been contained herein.(f) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be an original, but such counterparts shall together constitute one and the sameagreement.(g) Construction. This Agreement shall be deemed to have been drafted by both partieshereto. This Agreement shall be construed in accordance with the fair meaning of its provisionsand its language shall not be strictly construed against, nor shall ambiguities be resolvedagainst, either party.
 
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(h) Entire Agreement. This Agreement and the Plan constitute the entire understandingand agreement (and supersede all other prior understandings, commitments, representations andcommunications), whether oral or written, between the parties hereto relating to the shares ofRestricted Stock.(i) Governing Law. Because the Company’s headquarters are in Indiana, this Agreementshall be governed by and construed in accordance with the laws of the State of Indiana, withoutreference to any choice of law provisions, principles or rules thereof (whether of the State ofIndiana or any other jurisdiction) that would cause the application of any laws of any jurisdictionother than the State of Indiana.(j) Recitals; Exhibit. The recitals, premises and “Whereas” clauses contained on page1 of this Agreement, and Exhibit A attached to this Agreement, are expressly incorporatedinto and made a part of this Agreement.(k) Capitalized Terms. All capitalized terms used but not otherwise defined in thisAgreement or in Exhibit A shall have the same meaning ascribed to such terms in the Plan.(l) Review and Consultation. The Executive hereby understands and agrees that he (i)has read and is familiar with this Agreement and the Plan, (ii) understands the provisions andeffects of this Agreement and the Plan, and (iii) has consulted with such of his attorneys,accountants and other advisors as he has deemed advisable prior to executing this Agreement. **THEEMPLOYEE HEREBY FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HE HAS NOT RECEIVED ANY ADVICE,COUNSEL OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT OR THE PLAN FROM ANY DIRECTOR, OFFICER OROTHER EMPLOYEE OF, OR ANY ATTORNEY OR REPRESENTATIVE FOR, THE COMPANY.**(m) Certain Approvals Required. Any amendment, modification or supplement of or anywaiver under this Agreement on behalf of the Company may be made and will be effectual only uponthe approval thereof by the Compensation Committee.* * **[Signature Page Follows this Page]*
 
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IN WITNESS WHEREOF, the Company and the Executive have entered into, executed and deliveredthis Restricted Stock Award Agreement as of the day and year first above written.              /s/ Ronald H. Butler   Ronald H. Butler       CHROMCRAFT REVINGTON, INC.