EXHIBIT
10.1 – Form of Restricted Stock Award





NORTH
AMERICAN GALVANIZING AND COATINGS, INC.




RESTRICTED
STOCK AWARD AGREEMENT




THIS
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of ________, ___
(the “Date of Grant”), is made by and between North American Galvanizing and
Coatings, Inc., a Delaware corporation (the “Company”), and
_____________________ (the “Participant”).




WHEREAS,
the Company has adopted the North American Galvanizing and Coatings, Inc., 2004
Incentive Stock Plan (the “Plan”), which Plan is incorporated herein by
reference and made a part of this Agreement;




WHEREAS,
the Plan provides for the grant of forfeitable shares of the Company’s Common
Stock, (“Restricted Stock”); and




WHEREAS,
the Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”) has determined that it would be in the best interests of
the Company and its stockholders to grant the award of Restricted Stock provided
for herein (the “Restricted Stock Award”) to Participant, on the terms and
conditions described in this Agreement.




NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:




1. Grant of Restricted Stock
Award.




(a) Grant.  The
Company hereby grants to Participant a Restricted Stock Award consisting of
___________ shares of Restricted Stock.  The Restricted Stock shall
vest and become non-forfeitable in accordance with this Agreement.




(b) Incorporation by Reference,
Etc.  Except as otherwise expressly set forth herein, this
Agreement shall be construed in accordance with the provisions of the Plan, and
any capitalized terms not otherwise defined in this Agreement shall have the
definitions set forth in the Plan.  The Committee shall have final
authority to interpret and construe the Plan and this Agreement and to make any
and all determinations under them, and its decision shall be binding and
conclusive upon Participant and his legal representative in respect of any
questions arising under the Plan or this Agreement.




2. Vesting.  Except
as otherwise provided below with regard to parachute payments subject to Section
280G of the Code, the Restricted Stock shall vest and become nonforfeitable on
the earliest to occur of the following:




(a)
            the
      date that is four (4) years after the Date of
  Grant;




(b)
            if
      the Participant is a non-employee director of the Company at the time of
      the grant, the date that is two (2) years after the Date of the
      Grant;




(c)
            the
      date of a Change in Control;







(d)
            the
      date that the Participant’s employment by the Company or service to the
      Company as a non-employee director is terminated because the Participant
      is disabled within the meaning of Section 409A of the
  Code;




(e)
            the
      date of the Participant’s death, but only if death occurs while the
      Participant is employed by the Company or providing services to the
      Company as a non-employee director.




3. Parachute
Payments.  In the event that the vesting of the Restricted
Stock pursuant to a Change in Control would result in an “excess parachute
payment” as that term is defined in Section 280G of the Code, the amount of
Restricted Stock vesting as a result of the Change in Control shall be reduced
to the extent necessary to eliminate the excess parachute
payment.  Any Restricted Stock not vesting because of this paragraph
shall continue to vest pursuant to the other provisions of this
Agreement.




4. Tax
Withholding.  Participant shall pay to the Company promptly
upon request, and in any event at the time Participant recognizes taxable income
in respect of the Restricted Stock Award, an amount equal to the taxes the
Company determines it is required to withhold under applicable tax laws with
respect to the Restricted Stock. Such payment shall be made, at Participant’s
election, in the form of cash or in an amount or Restricted Stock with a Fair
Market Value equal to such withholding liability.




5. Certificates.  Certificates
evidencing the Restricted Stock shall be issued by the Company and shall be
registered in Participant’s name on the stock transfer books of the Company
promptly after the date hereof, but the certificates shall remain in the
physical custody of the Company or its designee at all times prior to, in the
case of any particular share of Restricted Stock, the date on which such share
vests (the “Vesting Date”). As a condition to the receipt of this Restricted
Stock Award, Participant shall deliver to the Company a stock power, duly
endorsed in blank, relating to the Restricted Stock.




6. Forfeiture of Restricted
Stock.  Unvested Restricted Stock shall be forfeited if the
Participant’s employment by or service to the Company is terminated for any
reason before the Vesting Date; provided however, that the Restricted Stock will
not be forfeited so long as the Participant is serving as either an employee or
director.




7. Rights as a Stockholder;
Dividends.  Participant shall not be deemed for any purpose to
be the owner of any Restricted Stock unless and until (a) the Company shall
have issued the Restricted Stock in accordance with this Agreement and
(b) Participant’s name shall have been entered as a stockholder of record
with respect to the Restricted Stock on the books of the
Company.  Upon the fulfillment of the conditions in (a) and (b) of
this Paragraph, Participant shall be the record owner of the Restricted Stock
unless and until such shares are forfeited pursuant to this Agreement or sold or
otherwise disposed of.  As record owner, the Participant shall be
entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights, if any, with respect to the Restricted Stock;
provided that any cash or in-kind dividends paid with respect to unvested
Restricted Stock shall be paid as provided in the Plan.  As soon as
practicable following the vesting of any Restricted Stock, certificates for such
vested Restricted Stock shall be delivered to Participant or to Participant’s
legal representative along with the stock powers relating thereto.




- 2
-


8. Restrictive
Legend.  All certificates representing Restricted Stock shall
have affixed thereto a legend in substantially the following form, in addition
to any other legends that may be required under federal or state securities
laws:




THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER SET FORTH IN THE NORTH AMERICAN GALVANIZING AND COATINGS, INC. 2004
INCENTIVE STOCK PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN NORTH
AMERICAN GALVANIZING AND COATINGS, INC. AND THE REGISTERED OWNER OF THIS
CERTIFICATE (OR HIS PREDECESSOR IN INTEREST). WHICH AGREEMENT IS BINDING UPON
ANY AND ALL OWNERS OF ANY INTEREST IN SAID SHARES.  THE PLAN AND
AGREEMENT ARE AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF
NORTH AMERICAN GALVANIZING AND COATINGS, INC. AND COPIES THEREOF WILL BE
FURNISHED WITHOUT CHARGE TO ANY OWNER OF SAID SHARES UPON REQUEST.




9. Transferability.  The
Restricted Stock may not, at any time prior to becoming vested, be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
Participant and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company; provided that the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.




10. Adjustments for Stock
Splits, Stock Dividends, etc.




(a) If from
time to time during the term of the Agreement there is any stock split up, stock
dividend, stock distribution or other reclassification of the Common Stock, any
and all new, substituted or additional securities to which Participant is
entitled by reason of his ownership of the Restricted Stock shall be immediately
subject to the terms of the Agreement.




(b) If the
Common Stock is converted into or exchanged for, or stockholders of the Company
receive by reason of any distribution in total or partial liquidation,
securities of another corporation, or other property (including cash), pursuant
to any merger of the Company or acquisition of its assets, then the rights of
the Company under the Agreement shall inure to the benefit of the Company’s
successor and the Agreement shall apply to the securities or other property
received upon such conversion, exchange or distribution in the same manner and
to the same extent as the Restricted Stock.




11. Confidentiality of the
Agreement.  Participant agrees to keep confidential the terms
of this Agreement, unless and until such terms have been disclosed publicly
other than through a breach by Participant of this covenant.  This
provision does not prohibit Participant from providing this information on a
confidential and privileged basis to Participant’s attorneys or accountants for
purposes of obtaining legal or tax advice or as otherwise required by
law.




12. Waiver.  Any
right of the Company contained in this Agreement may be waived in writing by the
Board.  No waiver of any right hereunder by any party shall operate as
a waiver of any other right, or as a waiver of the same right with respect to
any subsequent occasion for its exercise, or as a waiver of any right to
damages.  No waiver by any party of any breach of this Agreement shall
be held to constitute a waiver of any other breach or a waiver of the
continuation of the same breach.




- 3
-


13. Notices.  All
notices, demands and other communications provided for or permitted hereunder
shall be made in writing and shall be by registered or certified first-class
mail, return receipt requested, facsimile, courier service or personal
delivery:




if to the
Company:




North
American Galvanizing and Coatings, Inc.




_____________________________




_____________________________




_____________________________


Facsimile:


Attention:




with a
copy to:




Hall,
Estill, Hardwick, Gable, Golden & Nelson


320 South
Boston Avenue


Suite
200


Tulsa, OK
74103


Facsimile:
(918) 594-0505




Attention:
Del L. Gustafson




if to
Participant:




______________________________




______________________________




______________________________




All such
notices, demands and other communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five (5) business days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if by facsimile.




14. Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to
the extent permitted by law.




15. No Rights to
Employment.  Nothing contained in this Agreement shall be
construed as giving Participant any right to be retained, in any position, as an
employee, consultant or director of the Company or its Affiliates or shall
interfere with or restrict in any way the right of the Company or its
Affiliates, which are hereby expressly reserved, to remove, terminate or
discharge Participant at any time for any reason whatsoever.




16. Beneficiary.  Participant
may file with the Committee a written designation of a beneficiary on such form
as may be prescribed by the Committee and may, from time to time, amend or
revoke such designation.  If no designated beneficiary survives
Participant, Participant’s estate shall be deemed to be Participant’s
beneficiary.




- 4
-


17. Successors.  The
terms of this Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns, and of Participant and the
beneficiaries, executors, administrators, heirs and successors of
Participant.




18. Entire
Agreement.  This Agreement, the Plan and the Stockholder
Agreement contain the entire agreement and understanding of the parties hereto
with respect to the subject matter contained herein and supersede all prior
communications, representations and negotiations in respect
thereto.  No change, modification or waiver of any provision of this
Agreement shall be valid unless the same be in writing and signed by the parties
hereto.




19. Modifications.  No
change, modification or waiver of any provision of this Agreement shall be valid
unless the same be in writing and signed by the parties hereto.




20. Bound by
Plan.  By signing this Agreement, Participant acknowledges that
he has received a copy of the Plan and has had an opportunity to review the Plan
and agrees to be bound by all the terms and provisions of the Plan.




21. Governing
Law.  This Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware without regard to principles
of conflicts of law thereof, or principals of conflicts of laws of any other
jurisdiction which could cause the application of the laws of any jurisdiction
other than the State of Delaware.




22. JURY TRIAL
WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO
A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.




23. Headings.  The
headings of the Sections hereof are provided for convenience only and are not to
serve as a basis for interpretation or construction, and shall not constitute a
part, of this Agreement.




24. Signature in
Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.




[Remainder
of page intentionally left blank; signature page to follow]




- 5
-


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement.




North
      American Galvanizing and Coatings, Inc.By:Title:Attest:By:Secretary






Participant
            ___________________________________












- 6
-