THE
QUIGLEY CORPORATION

     

    2010
DIRECTORS’ EQUITY COMPENSATION PLAN

     

    RESTRICTED
STOCK AWARD AGREEMENT

     

    This
RESTRICTED STOCK AWARD GRANT AGREEMENT (the
“Agreement”), is made effective as of the [DAY] day of [MONTH], [YEAR] (the “Date of Grant”),
is delivered by The Quigley Corporation, a Delaware corporation (the “Company”),
to [GRANTEE NAME] (the
“Grantee”).

     

    RECITALS

     

    A.         
 The Quigley Corporation 2010 Directors’ Equity Compensation Plan (the
“Plan”) provides for the grant of restricted stock in accordance with the terms
and conditions of the Plan.  The Company has decided to make a
restricted stock grant as an inducement for the Grantee to promote the best
interests of the Company and its stockholders.  A copy of the Plan is
attached.

     

    B.           The
Plan is administered by the Compensation Committee of the Board of Directors of
the Company (the “Committee”).

     

    NOW, THEREFORE, the parties to
this Agreement, intending to be legally bound hereby, agree as
follows:

     

    1.           Restricted
Stock Grant.  Subject to the terms and conditions set forth in
this Agreement and the Plan, the Company hereby grants to the Grantee [# of SHARES] shares of common
stock of the Company, subject to the restrictions set forth below and in the
Plan (“Restricted Stock”).  Shares of Restricted Stock may not be
transferred by the Grantee or subjected to any security interest until the
shares have become vested pursuant to this Agreement and the Plan.

     

    2.           Vesting
and Nonassignability of Restricted Stock.

     

    The
shares of Restricted Stock shall become vested, and the restrictions described
in Sections 2(b) and 2(c) shall lapse, in the manner provided below, if the
Grantee continues to provide service to the Employer (as defined in the Plan)
from the Date of Grant until the applicable vesting date.  For this
purpose, the term “Shares” refers to the number of shares underlying that
portion of the Award that vests in the manner described under Vest Type and Full
Vest Date.  The term “Vest Type” describes how those shares will vest
before the Full Vest Date.  For example, if Vest Type is “monthly”,
those shares will vest on a pro rata basis on each monthly anniversary of the
Date of Grant.  The term “Full Vest Date” is the date on which the
shares will be fully vested.

     

    
      
        	
                Shares

              	
                Vest
      Type

              	
                Full
      Vest Date

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (a)          If
the Grantee’s service with the Employer terminates for any reason before the
Restricted Stock is fully vested, the shares of Restricted Stock that are not
then vested shall be forfeited and must be immediately returned to the
Company.

     

    (b)          During
the period before the shares of Restricted Stock vest (the “Restriction
Period”), the non-vested Restricted Stock may not be assigned, transferred,
pledged or otherwise disposed of by the Grantee.  Any attempt to
assign, transfer, pledge or otherwise dispose of the shares contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the shares, shall be null, void and without effect.

     

    (c)          The
vesting of the Grant is cumulative, but shall not exceed one hundred percent
(100%) of the Shares subject to the Grant.  If the foregoing schedule
would produce fractional Shares, the number of Shares for which the Grant vests
shall be rounded down to the nearest whole Share.

     

    3.           Issuance
of Certificates.

     

    (a)          Stock
certificates representing the Restricted Stock may be issued by the Company and
held in escrow by the Company until the Restricted Stock vests, or the Company
may hold non-certificated shares until the Restricted Stock vests.  In
the event of a dividend or distribution payable in stock or other property or a
reclassification, split up or similar event during the Restriction Period, the
shares or other property issued or declared with respect to the non-vested
shares of Restricted Stock shall be subject to the same terms and conditions
relating to vesting as the shares to which they relate.

     

    (b)          When
the Grantee obtains a vested right to shares of Restricted Stock, a certificate
representing the vested shares shall be issued to the Grantee, free of the
restrictions under Paragraph 2 of this Agreement.

     

    (c)          The
obligation of the Company to deliver shares upon the vesting of the Restricted
Stock shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriately to comply with
relevant securities laws and regulations.

     

    4.           Change in
Control.  The provisions of the Plan applicable to a Change in
Control (as defined in the Plan) shall apply to the Restricted
Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Grant
Subject to Plan Provisions.  This grant is made pursuant to the
Plan, the terms of which are incorporated herein by reference, and in all
respects shall be interpreted in accordance with the Plan.  The grant
is subject to interpretations, regulations and determinations concerning the
Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the shares, (iii) changes in
capitalization of the Company, and (iv) other requirements of applicable
law.  The Committee shall have the authority to interpret and construe
the grant pursuant to the terms of the Plan, and its decisions shall be
conclusive as to any questions arising hereunder.

     

    6.           Assignment
by Company.  The rights and protections of the Company
hereunder shall extend to any successors or assigns of the Company and to the
Company’s parents, subsidiaries, and affiliates.  This Agreement may
be assigned by the Company without the Grantee’s consent.

     

    7.           Applicable
Law.  The validity, construction, interpretation and effect of
this Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, without giving effect to the conflicts of laws provisions
thereof.

     

    8.           Notice.  Any
notice to the Company provided for in this Agreement shall be addressed to the
Company in care of the Compensation Committee at [INSERT ADDRESS] and any
notice to the Grantee shall be addressed to such Grantee at the current address
shown on the payroll of the Employer, or to such other address as the Grantee
may designate to the Employer in writing.  Any notice shall be
delivered by hand, sent by facsimile or enclosed in a properly sealed envelope
addressed as stated above deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.

     

    [Signatures on next
page.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company has caused its duly authorized officer to execute this Agreement, and
the Grantee has placed his or her signature hereon, effective as of the Date of
Grant.

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              THE
      QUIGLEY CORPORATION

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 	 	 
	 
      	
                              Name: 

                            	 
      
	 	 	 
	 
      	
                              Title:

                            	 
      


                    

                  

                

              

            

          

        

      

    

    


    I hereby
accept the grant of Restricted Stock described in this Agreement, and I agree to
be bound by the terms of the Plan and this Agreement.  I hereby
further agree that all the decisions and determinations of the Committee shall
be final and binding.

    


    
      
        
          	 
      	 
      
	 
      	
                  Grantee

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Date