4. Dividend, Voting and Other Rights. During the Period of Restriction and until theshares of Restricted Stock shall become vested or have been forfeited, the shares of RestrictedStock shall be issued and outstanding for all corporate purposes and the Director shall be entitledto (a) receive all dividends and distributions, if any, paid with respect to the shares ofRestricted Stock, (b) exercise all voting rights with respect to the shares of Restricted Stock,and (c) exercise and possess all other rights and attributes of ownership of the shares ofRestricted Stock, except with respect to the transferability of such shares and as providedotherwise in the Plan and this Agreement.5. Certain Agreements of the Director. The Director hereby understands and agrees asfollows:(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 Director 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 vested) listed,traded or quoted on any securities exchange or on any quotation system or other established tradingmarket;(e) no representations, promises or commitments have been made to the Director relating to (i)the repurchase by the Company of any shares of Restricted Stock upon such shares having becomevested, or (ii) the amount of dividends or distributions, the percentage of profit orthe return on investment, if any, that he might expect to receive as a result of owning the sharesof Restricted Stock (whether before or after the shares shall have become vested); and
 
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(f) the shares of Restricted Stock shall be held by the Director for his own account and notfor another person and not with a view to resale, distribution, subdivision or fractionalization ofsuch shares.6. Non-transferability. Except in the event of the Director’s death or Disability(and then only in the manner set forth in the Plan), until the Period of Restriction shall haveended or lapsed and the shares of Restricted Stock shall have become vested or have been forfeited,the unvested shares of Restricted Stock (a) cannot be sold, transferred, assigned, margined,encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, nor cana lien, security interest or option be placed thereon, whether by operation of law, whethervoluntarily or involuntarily, or otherwise, and (b) are not subject to execution, attachment orsimilar process or otherwise available to the creditors of the Director. After the Period ofRestriction shall have ended or lapsed and the shares of Restricted Stock shall have become vested,the shares of Restricted Stock may be sold, transferred, gifted or otherwise disposed of inaccordance with applicable law and the requirements then in effect of the principal securitiesexchange or market (or of any quotation system or other established trading market) on which theCompany’s shares of common stock are then listed or traded, if any. Any attempted or purportedsale, transfer or other act in breach of or contrary to this Section 6 shall be null and void andof no force or effect whatsoever.7. Issuance of Shares. Promptly following the execution of this Agreement, theCompany shall issue (or purchase in the open market or in privately-negotiated transactions) theshares necessary to satisfy the Award of Restricted Stock and thereafter until vesting orforfeiture shall maintain such shares in book-entry form in the name of or for the benefit of theDirector. Until such time as the Period of Restriction shall have ended or lapsed and the sharesof Restricted Stock shall have become vested, the Director shall not be entitled to hold suchunvested shares in “street name” and the Company shall not issue any certificate representingunvested shares in the name of the Director. Upon request by the Director following the date onwhich the Period of Restriction shall have ended or lapsed and the shares of Restricted Stock shallhave become vested, the Company shall release such vested shares to the Director and shall, basedupon the instructions of the Director, either cause such shares to be placed in “street name” witha broker designated by the Director or issue a stock certificate representing such vested shares inthe name of the Director with a legend in substantially the 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 Directors’ Stock Plan of the Company, whichcontain restrictions on the sale, transfer, gift, pledge and other disposition of,and other matters relating to, these securities, copies of which agreement and planare on file with the Secretary of the Company.
 
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8. Effect of the Plan; Continuation in Office; Certain Conflicts. The Award ofRestricted Stock is made under and is subject to the terms and conditions of the Plan, and theDirector agrees that he shall comply with the provisions of the Plan.Neither this Agreement nor the Award of Restricted Stock (a) constitutes an agreement,understanding or commitment relating to the continued service or the nomination of the Director asa director of the Company, (b) affects or limits the ability of the Director to resign or retire asa director of the Company at any time, including during the Period of Restriction, or (c) affectsor limits the stockholders or the Board of Directors of the Company from removing the Director fromoffice at any time, including during the Period of Restriction.In the event of any conflict between the Plan and this Agreement, then this Agreement shallcontrol; provided however, that in the event that this Agreement is silent with respect to aparticular matter relating to the Award of Restricted Stock, then the Plan shall control withrespect to such matter.9. Income Taxes. All federal, state and local income taxes (and all interest andpenalties thereon) that arise or are imposed upon by virtue of the vesting of the shares ofRestricted Stock shall be the responsibility of and paid by the Director.10. Effect of Change in Control, Death or Disability. Notwithstanding anything to thecontrary contained in this Agreement, in the event of a Change in Control (as defined in the Plan)or the death or Disability (as defined in the Plan) of the Director during the Period ofRestriction, all shares of Restricted Stock that have not yet become vested as of the time of suchevent shall be treated in accordance with and as required by the Plan.11. Miscellaneous.(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to thebenefit of the Company and the Director 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 Director, assign this Agreement in connection with any merger, consolidation, share exchange,combination, sale of stock or assets or similar transaction involving the Company or anytransaction or series of transactions constituting a Change in Control. In the event of any suchpermitted assignment by the Company of this Agreement, all references to the “Company” shallthereafter mean and refer to the successor or assignee of the Company.
 
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(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.(h) Entire Agreement. This Agreement and the Plan constitute the entire understandingand agreement between the parties hereto (and supersede all other prior agreements, understandings,commitments and representations), whether oral or written, between the parties hereto relating tothe shares of Restricted Stock.(i) Governing Law. Because the Company maintains its principal office in Indiana,this Agreement shall be governed by and construed in accordance with the laws of the State ofIndiana, without reference to any choice of law provisions, principles or rules thereof (whether ofthe State of Indiana or any other jurisdiction) that would cause the application of any laws of anyjurisdiction other than the State of Indiana.(j) Recitals. The recitals, premises and “Whereas” clauses contained on page 1 ofthis Agreement are expressly incorporated into and made a part of this Agreement.
 
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(k) Capitalized Terms. All capitalized terms used but not otherwise defined in thisAgreement shall have the same meaning ascribed to such terms in the Plan.(l) Review and Consultation. The Director hereby acknowledges 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. **THEDIRECTOR 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 OREMPLOYEE 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 shall be made and shall be effective onlyupon the approval thereof by the Compensation Committee of the Company.* * **[Signature Page Follows this Page]*
 
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IN WITNESS WHEREOF, the Company and the Director have made, entered into, executed anddelivered this Agreement as of the day and year first above written.         **CHROMCRAFT REVINGTON, INC.**           By:                    **DIRECTOR**                Signature of Director  
 
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