EXHIBIT
10.9


TOROTEL,
INC.


LONG-TERM INCENTIVE PLANS


Stock Award Plan


1.               Purpose.  The Stock Award Plan (the “Plan”) is intended
to provide incentives that will attract and retain highly competent persons as
officers and key employees of Torotel, Inc. (the “Company”) and its present or
future subsidiaries, by providing them with opportunities to acquire common
stock of the Company (“Common Stock”) pursuant to awards (“Awards”) described
herein.


2.               Administration. The Board of
Directors (the “Board”) of the Company shall supervise and administer the
Plan.  Any questions of interpretation of
the Plan or of any Awards issued under it shall be determined by the Board and
such determination shall be final and binding upon all persons.  Any or all powers and discretion vested in
the Board under the Plan (except the power to amend or terminate the Plan) may
be exercised by the standing Compensation and Nominating Committee of the Board
(the “Committee”).  A majority of the
members of the Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members.  Any determination of the Committee under the
Plan may be made without meeting of the Committee, by written notice signed by
a majority of the Committee members.


3.               Participants. Participants will
consist of such key employees, including officers of the Company or any of its
present or future subsidiaries, as the Board, in its sole discretion,
determines to be mainly responsible for the success and future growth and
profitability of the Company and whom the Board may designate from time to time
to receive Awards under the Plan.  Awards
may be granted under this Plan to persons who have previously received Awards
or other benefits under this or other plans of the Company.


4.               Shares Reserved
Under the Plan. (a) There is hereby reserved an aggregate of 623,410 shares of Common
Stock, $ .01 par value per share, which may be authorized but unissued or
treasury shares.  (b) Any shares subject
to Awards under the Plan may subsequently be subject to new Awards if they are
reacquired by the Company pursuant to rights reserved by the Company upon the
initial issuance of such shares.


5.               Awards. Awards will
consist of Common Stock transferred to Participants as a bonus for service
rendered to the Company without other payment thereof.


6.               Adjustment
Provisions. (a) If the Company shall at any time change the number of shares of
issued Common Stock by stock split, stock dividends, or similar transactions,
the total number of shares reserved for issuance under the Plan and the total
number of shares covered by each outstanding Award shall be adjusted so that
the value of each such Award shall not be changed.  (b) Awards may also contain provisions for
equitable adjustments after changes in the Common Stock resulting from
reorganization, sale, merger, consolidation or similar occurrences.











7.               Non-transferability. Each Award
granted under the Plan to a Participant shall not be transferable by him except
by his will or the laws of descent and distribution.  In the event of the death of a Participant
during employment or prior to the termination of any Award held by him
hereunder, each Award theretofore granted to him shall be payable not later
than one year after his death.  Any such
payment shall be made only to (a) the executor or administrator of the estate
of the deceased Participant or the person or persons to whom the deceased
Participant’s rights under the Award shall pass by will or the laws of descent
and distribution, and (b) the extent, if any, that the deceased Participant was
entitled at the date of his death.


8.               Other Provisions. Any Award under
the Plan may also be subject to such other provisions, whether or not
applicable to an Award to any other Participant, as the Board determines
appropriate including, but not limited to, provisions for the forfeiture of and
restrictions on the sale, resale or other disposition of shares acquired under
any Award, provisions giving the Company the right to repurchase shares
acquired under any Award, provisions to comply with federal and state security
laws, or understandings or conditions as to the Participant’s employment, in
addition to those specifically provided for under the Plan.


9.               Tenure. A Participant’s
right, if any, to continue to serve the Company and its subsidiaries as an
officer, employee or otherwise, shall not be affected by his designation as a
Participant under the Plan.


10.         Duration,
Amendment and Termination. (a) No Award shall be granted more than ten (10)
years after the date of adoption of the Plan. 
(b) Also, by mutual agreement between the Company and Participant or
under any future plan of the Company, Awards may be granted to the Participant
in substitution for, in exchange for, or in cancellation of any Awards previously
granted the Participant under the Plan.


                        (c) The Board may
amend the Plan from time to time, or terminate the Plan at any time.  However, no action authorized by Section 10
shall reduce the value of any existing Award, or change the terms and conditions
thereof without the Participant’s consent. 
And, no amendment of the Plan shall require the approval of the
stockholders of the Company except to the extent required by law, regulation or
stock exchange requirements.











Restricted Stock Agreement


This Agreement is made as of the         
day of                   ,
                
(“Date of Award”), between Torotel, Inc., a corporation (the “Company”), and                              ,
(the “Grantee”).  In consideration of the
agreements set forth, the Company and the Grantee agree as follows:


1.               Grant.  A restricted stock award (“Award”) of                 shares
(“Award Shares”) of the Company’s stock, $.01 par value per share (“Stock”),
and total fair market value equal to thirty five percent (35%) of the Grantee’s
base pay on the date of this agreement, is hereby granted by the Company to the
Grantee subject to the terms, conditions, 
and provisions of the Stock Award Plan (the “Plan”), the terms of which
are incorporated by reference herein.


2.               Restriction. None of the Award
Shares shall be sold, assigned, pledged or otherwise disposed of, voluntarily
or involuntarily, by the Grantee.


3.               Release of Restriction. (a) The restriction set
forth in Section 2 shall lapse on the fifth anniversary date of the Date of
Award if during the five (5) year restriction period the Company’s 1) average
annual growth in gross revenues is at least 20%, 2) average annual growth in
earnings before interest and taxes (EBIT) is at least 15%, 3) return on capital
employed (ROCE) is at least 25%, and 4) debt to equity ratio is not more than
fifty (50) percent.


(b) The restriction set forth in Section 2, to the
extent they have not yet lapsed in accordance with subsection (a) above shall
lapse on the first to happen of (i) the termination of Grantee’s employment
with the Company by reason of disability, (ii) the Grantee’s death, or (iii) an
action by the Compensation Committee of the Board of Directors that, in its
sole discretion, terminates such restrictions.


4.               Forfeiture. If the restrictions set
forth in Section 2 have not lapsed in accordance with any of the conditions set
forth in Section 3, the Award Shares shall be immediately forfeited to the
Company no later than the fifth anniversary date of the Date of Award.


5.               Tender Offer, Merger, Adjustment of Shares. Notwithstanding anything contained herein to the contrary, (a) Award
Shares (i) may be tendered in response to a tender offer or invitations to
tender of greater than fifty percent (50%) of the outstanding Common Stock of
the Company or (ii) may be surrendered in a merger, consolidation or share
exchange involving the Company; (b) In the event of any change in the
outstanding Common Stock resulting from a subdivision or consolidation of
shares, the Award Shares shall be treated in the same manner in any such
transaction as other Common Stock.  Any
Common Stock received by Grantee with respect to the Award Shares in any such
transaction shall be subject to the restrictions and conditions set forth
herein.


6.               Rights as Stockholder.  Grantee shall be entitled to all of the
rights of a stockholder with respect to the Award Shares including the right to
vote such shares and to receive dividends and other distributions payable with
respect to such shares since the Date of Award. 











7.               Escrow of Share
Certificates.  Certificates for the Award
Shares shall be issued in the Grantee’s name and shall be held in escrow by the
Company until all restrictions lapse or such shares are forfeited as provided
herein.  A certificate or certificates
representing the Award Shares as to which restrictions have lapsed shall be
delivered to the Grantee upon such lapse.


8.               Government
Regulations.  Notwithstanding anything
contained herein to the contrary, the Company’s obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all applicable
laws, rules and regulations and to such approvals by any government agencies or
national securities exchanges as may be required.


9.               Governing Law.  This Agreement shall be construed under the
laws of the State of Kansas.


IN WITNESS WHEREOF, the undersigned have
hereunto set their hands as of the day and year first above written.


	
  

  	
   

  	
  TOROTEL, INC.

  
	
   

  	
   

  	
   

  
	
  Grantee:

  	
   

  	
   

  	
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  Title:

  	
   

  	
   

  	
   

  	
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