Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Restricted Stock Agreement for Class A Common Stock

Exhibit 10.6

OIL-DRI CORPORATION OF AMERICA
2006 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
for Class A Common Stock

          Subject to the terms and conditions of this Agreement and the Oil-Dri Corporation of America 2006 Long Term Incentive Plan (the “Plan”), Oil-Dri Corporation of America (the “Company”) hereby grants                        [grantee name] (hereafter referred to as “You”) a grant of shares of restricted Stock, effective as of                         [date] (the “Grant Date”). “Stock” means Class A Common Stock or if no Class A Common Stock is issued and publicly traded on the New York Stock Exchange or any other national stock exchange or national market system, then Common Stock, of the Company, par value $.10 per share. 

          1.          Number of Shares.  This grant of shares of restricted Stock shall consist of                         [number of shares] shares (the “Restricted Shares”) of Stock, of the Company.

          2.          No Payment for Shares of Restricted Stock.  No per share purchase price is required to be paid by You for the Restricted Shares.

          3.           Vesting.  All restrictions applicable to the Restricted Shares under this Agreement shall lapse, and such Restricted Shares shall vest, according to the following schedule, unless forfeited pursuant to Section 5. below:

          4.          Escrow.  Until your Restricted Shares have vested pursuant to Section 3 above, such shares shall be held in escrow by the Treasurer of the Company (the “Escrow Agent”).  The Escrow Agent will hold the Restricted Shares until directed by the Company to distribute the Restricted Shares (i) to the Company upon receipt of written authorization from the Company indicating that the Restricted Shares have been forfeited in accordance with the terms of this Agreement, or (ii) to You upon receipt of written authorization from the Company indicating that the restrictions have lapsed in accordance with the terms of this Agreement.

          5.          Forfeiture of Unvested Shares.  If, for any reason, your service as an employee terminates at any time before a vesting date, all Restricted Shares that have not yet vested as of the date of such termination shall be forfeited.  In such event, You will sign any document and take any other action required to assign the Restricted Shares back to the Company.

          6.          Ownership Rights.  As a holder of Restricted Shares, You are generally entitled to all voting and ownership rights of a holder of Stock, including the right to receive any dividends, including Stock dividends, which may be paid to holders of Stock, provided, however, that any shares of Stock received by you as a result a Stock dividend or other adjustment in capitalization shall be subject to the same risk of forfeiture, certificate delivery provisions and restrictions on transfer as the forfeitable Restricted Shares in respect of which they are issued and shall become Restricted Shares for the purposes of this Agreement, and  provided further that any dividend paid with respect to unvested Restricted Shares for which an election under Section 83(b) of the Code has not been made (i) constitutes compensation income subject to all applicable tax withholding and (ii) shall be paid on or about the date that such dividend is paid to holders of the Company’s Stock generally.