<PAGE>   1
                                                                    Exhibit 10.w
                       FORM OF RESTRICTED SHARE AGREEMENT
                       ----------------------------------



This Restricted Share Agreement (the "Agreement") is made and effective as of
this 13th day of June, 1997 by and between Huffy Corporation, an Ohio   
corporation (the "Sponsor") and _________ (the "Recipient") pursuant to the
terms and conditions contained herein and in the Sponsor's 1998 Restricted
Share Retirement Plan (the "Plan") under the following circumstances:

         A.     The purpose of the Plan is to work in conjunction with the
                Sponsor's Supplemental/Excess Benefit Plan (the "SERP") to
                provide certain deferred retirement benefits for key management
                employees in the form of the Sponsor's Common Stock granted as
                Restricted Shares, thereby encouraging such employees to
                increase overall shareholder value.

         B.     The Compensation Committee of the Board of Directors of the
                Sponsor (the "Committee") granted the Recipient an award of
                ________________ Restricted Shares of the Sponsor's
                Common Stock pursuant to the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

         1.     Restricted Period
                -----------------

                a.    Notwithstanding any other provision of the Plan or the
                      SERP, the Restricted Shares shall not vest until the last
                      of the following to occur: (i) receipt of the approval of
                      the Plan by the Sponsor's shareholders and (ii) when the
                      Recipient vests in his or her benefits under the SERP.
                      Unless and until vested, Restricted Shares granted
                      hereunder may not be sold, margined, assigned,
                      transferred, pledged or otherwise encumbered by the
                      Recipient without the prior consent of the Committee.

                      Notwithstanding the foregoing, the Restricted Shares shall
                      not vest until the earliest date on which the
                      Participant's Supplemental/Excess Benefit may be payable
                      without causing the Participant's total remuneration from
                      the Sponsor to exceed the limitations on "excessive
                      employee remuneration" imposed by Section 162(m) of the
                      Code (or any successor provision). In the event that
                      payment of a Participant's Supplemental/Excess Benefit is
                      deferred as a result of the operation of this subsection
                      (a), a Participant shall receive a partial payment of the
                      Supplemental/Excess Benefit equal to the greatest amount
                      which would not cause the Participant's total remuneration
                      from the Sponsor to exceed the limitations imposed by
                      Section 162(m) of the Code.

                b.    Unless a specific grant of Restricted Shares shall have
                      been approved prior to grant by the Committee within the
                      meaning of Rule 16b-3(d)(1) of the Securities and Exchange
                      Act ("SEA"), then, notwithstanding any other provision of
                      the Plan, the SERP, or this Agreement, the Restricted
                      Shares which are the subject of such grant shall not vest
                      for a period of six months after the date of grant.

                c.    The grant which is the subject of this Agreement was 
                      approved by the Committee


<PAGE>   2



                      within the meaning of Rule 16b-3(d)(1) of the SEA and,
                      thus, the six month period required for vesting, as set
                      forth in Section 1 (b) above, is not applicable.


         2.     Termination of Employment
                -------------------------

                If Recipient ceases to be an employee of the Sponsor or a
                subsidiary of the Sponsor prior to the vesting of any Restricted
                Shares for any cause other than (i) death, (ii) disability,
                (iii) retirement under any pension plan for salaried employees,
                or (iv) at any time following a Change in Control of the
                Sponsor, all Restricted Shares which are not vested shall, upon
                such termination of employment, be forfeited and returned to the
                Sponsor; provided however, that in the event his or her
                employment is terminated at the request of the Sponsor or by
                action of the Sponsor, the Committee shall determine that these
                Restricted Shares not yet vested in accordance with the last
                paragraph of Section 1(a) shall vest immediately on such
                termination free of restrictions and shall not be forfeited. If
                a Recipient ceases to be an employee of the Sponsor or a
                subsidiary of the Sponsor prior to the vesting of any Restricted
                Shares by reason of death, disability, retirement under any
                pension plan for salaried employees, or following a Change in
                Control of the Sponsor, all Restricted Shares then held by him
                or her shall immediately vest. The Committee may at any time in
                its sole discretion accelerate or waive all or any portion of
                the restrictions remaining in respect of the Restricted Shares.

         3.     Rights as Shareholder
                ---------------------

                a.    Recipient is a shareholder of record with respect to the
                      Restricted Shares as of the effective date hereof and,
                      subject to the Plan and this Agreement, has all of the
                      rights of a shareholder with respect to the Restricted
                      Shares so granted including, without limitation, the right
                      to vote the Restricted Shares at any meeting of the
                      shareholders, to receive dividends declared and paid
                      thereon, if any, and to receive all communications
                      furnished by the Sponsor to its shareholder. Any dividends
                      other than cash paid or distributed with respect to such
                      shares will be distributed to the Recipient, free and
                      clear of restrictions under the Plan or this Agreement.

                b.    The certificate representing the Restricted Shares may
                      bear a legend necessary to reflect the restrictions on
                      such shares.

         4.     Withholding Taxes
                -----------------

                a.    Any federal, state or local withholding taxes attributable
                      to a grant of Restricted Shares which are payable by
                      Recipient shall be paid to the Sponsor by Recipient at the
                      time of the grant in cash or, in the form of the surrender
                      of other shares of Common Stock owned by Recipient or the
                      withholding of some of the Restricted Shares from the
                      grant. All such shares so surrendered or withheld shall be
                      valued at Fair Market Value on the date surrendered or
                      withheld.

         5.     General Provisions
                 -----------------

                a.    This Agreement constitutes the entire agreement between
                      the parties and supersedes and cancels any other
                      agreement, representation or communication, whether oral
                      or written, between the parties hereto relating to the
                      transactions


<PAGE>   3


                      contemplated herein or the subject matter hereof, provided
                      that this Agreement is subject to the terms of the Plan,
                      which terms are incorporated herein by reference.
                      Recipient agrees to be bound to the terms of the Plan. In
                      the event of a conflict between the terms of this
                      Agreement and the Plan, the terms of the Plan shall
                      control.

                b.    All notices and other communications from any party hereto
                      to any other party hereto shall be sent either by
                      facsimile with written confirmation following via
                      first-class mail, or via first-class mail or certified
                      mail, postage prepaid, to Issuer at its principal offices
                      at 225 Byers Road, Miamisburg, Ohio 45342, Attention: Vice
                      President - General Counsel and Secretary and to Recipient
                      at his or her address as found on the records of the
                      Sponsor.

                c.    No term hereof may be changed, waived, discharged or
                      terminated orally, but only by an instrument in writing
                      signed by the party against which enforcement of the
                      change, waiver, discharge or termination is sought.

                d.    The headings in this Agreement are for the purposes of
                      convenience of reference only and shall not be deemed to
                      constitute a part hereof.

                e.    This Agreement shall be construed and enforced in
                      accordance with and governed by the laws of the State of
                      Ohio.

                f.    All capitalized terms not defined herein shall have the
                      meaning set forth in the Plan.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date
first above written.


RECIPIENT                                    HUFFY CORPORATION (SPONSOR)


                                             By:
                                                --------------------------------

---------------------------     
                                             Its:
                                                 -------------------------------