Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Director Stock Option Agreement for Common Stock

          5.          Manner of Exercise and Payment.

                       5.1  Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice of exercise to the Company, at its principal executive office.  Such notice shall be signed by the Participant and shall state that the Participant is electing to exercise the Option and the number of shares in respect of which the Option is being exercised.

                       5.2  The notice of exercise shall be accompanied by the full purchase price for the shares in respect of which the Option is being exercised, in (i) cash or by check or, if indicated in the notice, such payment shall follow by check from a registered broker acting as agent on behalf of the Participant or (ii) by transferring to the Company shares of Class A Common Stock, Common Stock or Class B Stock  of the Company held by the Participant for at least six months prior to the exercise of the Option and having a Fair Market Value on the date of exercise equal to the cash amount for which such shares are substituted.

                       5.3  Upon receipt of notice of exercise and full payment for the shares of Stock in respect of which the Option is being exercised, the Company shall take such action as may be necessary to effect the transfer to the Participant of the number of shares of Stock as to which such exercise was effective.

                       5.4  The Participant shall not be deemed to be the owner of, or to have any of the rights of an owner with respect to any shares of Stock subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement, (ii) the Company shall have issued and delivered the shares to the Participant, and (iii) the Participant’s name shall have been entered as a stockholder of record on the books of the Company, whereupon the Participant shall have full voting and other ownership rights with respect to such shares.

          6.          Termination of Employment.

                       6.1   Retirement, Disability or Death.

                       If the Participant’s service as a director of the Company terminates as the result of the Participant’s Retirement from service as a director; or as a result of the Disability of the Participant as defined in the Plan; or upon the death of the Participant, the Option shall become immediately and fully exercisable, except as may be otherwise provided in Section 10 of this Agreement.  The Participant (or a deceased Participant’s legal representative or beneficiary) may exercise the Option at any time within three years after such Retirement, Disability, or death.  Retirement means the Participant’s termination of service as a director that occurs after the completion of three (3) years of service (whether before or after the Grant Date), provided that any interval of less than one (1) year extending from the date of one annual meeting of stockholders of the Company to the date of the next such meeting shall qualify as one year for this purpose. 

                       6.2          Other Termination of Service. 

                       Generally, if the Participant’s service as a director of the Company terminates for any reason other than those set forth in Section 6.1, the Participant may, at any time within ninety (90) days after such termination, exercise the Option to the extent, but only to the extent, that the Option or portion thereof was exercisable on the date of termination.  However, if the Participant’s service is terminated for Cause, as defined in the Plan, any unexercised portion of the Option shall be immediately forfeited and may not be exercised by the Participant.

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