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1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, for purposes of this Certificate:

(1)“Total Shareholder Return” or “TSR” means (i) (a) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day of the Performance Period, minus (b) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day preceding the Performance Period, plus (c) the sum of all dividends and other distributions paid on such entity’s common stock during the Performance Period, on a per share basis, divided by (ii) the 20-trading day average closing price of the applicable entity’s common stock as of the last trading day preceding the Performance Period (adjusted to reflect any stock splits or recapitalizations that occur during the Performance Period).

1.“TSR Peer Group” is defined in Exhibit A.

2. Earning and Vesting of Units.

(1)Units Earned During Performance Period. The Units have been credited to a bookkeeping account on behalf of Grantee and do not represent actual Shares of common stock. The Units represent the right to earn and vest in between 0% and 200% of the Target Award, payable in Shares of common stock on the Vesting Date (as defined below), depending on the Company’s Total Shareholder Return (TSR) ranking relative to the Company’s TSR Peer Group for Performance Period in accordance with Exhibit A, and (ii) either (A) Grantee’s continued employment with the Company or its Affiliates through _______ or (B) Grantee’s Retirement (as defined below) during the Performance Period, subject to the Grantee signing a separation agreement with the Company in the form established by the Company and continuing to comply with the provisions thereof (which may include, among other things, non-competition, non-solicitation, confidentiality and non-disparagement covenants). As soon as practical following the Performance Period, the Compensation Committee (the “Committee”) shall determine and certify (i) the Company’s level of achievement of the Company’s TSR

ranking relative to the Company’s TSR Peer Group during the Performance Period, and (ii) the number of Units that were earned based on such measure, provided, that in the event of Grantee’s Retirement, the number of Units earned shall be prorated by multiplying the result by a fraction, the numerator of which is the number of whole days elapsed in the Performance Period prior to Grantee’s Retirement and the denominator of which is 1,095. For purposes of this Certificate, “Retirement” means a Participant’s termination of employment with the Company or an Affiliate after attaining age 65 and with the Committee’s approval where at least 6 months’ notice of termination has been provided by the Participant.

1.Units Earned Upon Certain Employment Terminations. In the event that (i) Grantee’s employment is terminated during the Performance Period due to death or Disability, or (ii) Grantee’s employment is terminated during the Performance Period without Cause or Grantee resigns for Good Reason, in either case within one year after the effective date of a Change in Control in which the Units were assumed by the surviving entity or otherwise equitably converted or substituted, the Units shall be deemed to have been earned at: (A) 100% of the Target Award if the termination occurs during the first year of the Performance Period, and (B) a percentage of the Target Award based on actual performance through the termination, as determined by the Committee, if the termination occurs during the second or third year of the Performance Period. Performance through the termination shall be determined based on the Fair Market Value per Share as of immediately prior to the termination.

1.Units Earned Upon Change in Control. In the event of a Change in Control during the first year of the Performance Period in which the Units are not assumed by the surviving entity or otherwise equitably converted or substituted, Grantee shall be deemed to have earned 100% of the Target Award. In the event of a Change in Control during the second or third year of the Performance Period in which the Units are not assumed by the surviving entity or otherwise equitably converted or substituted, Grantee shall be deemed to have earned a percentage of the Target Award based on actual performance through the Change in

Control, as determined by the Committee. Performance through the Change in Control shall be determined based on the Fair Market Value per Share as of immediately prior to the Change in Control.

1.Vesting of Units. Subject to Section 3, any Units that are earned pursuant to Section 2(a), 2(b) or 2(c) above shall vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):

(1)________ , provided that Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date or in the event of Grantee’s Retirement during the Performance Period, or

1.the termination of Grantee’s employment under circumstances described in Section 2(b) above, or

1.the occurrence of a Change in Control in which the Units are not assumed by the surviving entity or otherwise equitably converted or substituted, provided Grantee has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through such date.

Any Units that are not earned during the Performance Period in accordance with the terms set forth above will be forfeited to the Company without further consideration or any act or action by Grantee. If Grantee’s employment with the Company or an Affiliate or Subsidiary terminates prior to the Vesting Date for any reason other than due to Grantee’s Retirement or as described in Section 2(b) above, Grantee shall forfeit all right, title and interest in and to the earned Units as of the date of such termination and the Units will be forfeited to the Company without further consideration or any act or action by Grantee.

3. Potential Reduction in Number of Shares Vesting. Notwithstanding Section 2, if the value of the Units that would otherwise vest on the Vesting Date pursuant to Section 2 (based on the Fair Market Value of a Share on the Vesting Date) exceeds an amount equal to five (5) times the value of the Target Award on the Grant Date (based on the Fair Market Value of a Share on the Grant Date) (the “Maximum Vesting Value”), then the number of Units that shall vest and become non-forfeitable on the Vesting Date shall be limited to a number determined by dividing the Maximum Vesting Value by the Fair Market Value of a Share on the Vesting Date. Any Units that do not vest after giving

effect to this Section 3 shall be forfeited and will be reconveyed to the Company without further consideration or any act or action by Grantee.

4. Conversion to Shares. Unless the Units are forfeited prior to the Vesting Date as provided in section 2 above, the Units will be converted to actual Shares (one Share per vested Unit) after the Vesting Date as soon as practicable (and no later than 30 days) after the Vesting Date (the “Conversion Date”). Stock certificates evidencing the conversion of Units into Shares of common stock will be registered on the books of the Company in Grantee’s name (or in street name to Grantee’s brokerage account) as of the Conversation Date and delivered to Grantee, in certificated or uncertificated form, as soon as practical thereafter.

5. Post-Vest Holding Period. The Shares to which Grantee becomes entitled to on the Conversion Date (other than Shares withheld by the Company or sold by Grantee for the sole purpose of satisfying Grantee’s tax liabilities and related fees, if any, related to the settlement event) are subject to transfer restrictions that apply during the period beginning on the Vesting Date and continuing until the earliest to occur of (i) the first anniversary of the Vesting Date, (ii) the Participant’s death, Disability or Retirement, or (iii) a Change in Control (the “Post-Vest Holding Period”). During the Post-Vest Holding Period, the Participant may not sell or transfer such Shares except by will, the laws of descent and distribution or pursuant to a domestic relations order. Notwithstanding the preceding, however, Grantee may transfer such Shares during the Post-Vest Holding Period to a member of Grantee’s immediate family or to a trust or similar vehicle for the benefit or Grantee’s immediate family members, subject to the same terms and conditions applicable to Grantee. Grantee must notify the Company of any proposed transfer of the Shares during the Post-Vest Holding Period. For avoidance of doubt, if Grantee has made a deferral election with respect to the Units that results in the Conversion Date occurring more than one year after the Vesting Date, the Post-Vest Holding Period shall not apply to the Units.

6. Rights as Shareholder. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Upon conversion of the Units into shares of Stock, Grantee will obtain full voting and other rights as a stockholder of the Company.

7. Dividend Equivalents. If any dividends or other distributions are paid with respect to the Company’s Stock while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the Units shall be converted into

additional Units in Grantee’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions were payable, and such additional Units shall be subject to the same forfeiture and transfer restrictions and deferral terms as apply to the Units with respect to which they relate. Upon conversion of the Units into shares of Stock at the Conversion Date or any applicable deferral termination date, Grantee will obtain full voting and other rights as a shareholder of the Company.

8. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated or made subject to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. Except as otherwise provided in the Plan, the Units may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

9. No Right of Continued Service. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

10. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Units. Unless the Committee determines otherwise, the withholding requirement shall be satisfied by withholding from the settlement of the Units Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates or Subsidiaries will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

11. Restrictions on Issuance of Shares. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Shares underlying the Units upon any securities exchange or similar self-regulatory organization or under any federal or state securities law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Units, the Units will not be converted to

Shares in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

12. Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the Units, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the Units, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.

13. Successors. This Award Certificate shall be binding upon any successor of the Company, in accordance with the terms of this Award Certificate and the Plan.

14. Compensation Recoupment Policy. The Units and any Stock issued thereunder shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Grantee and to awards of this type.

15. Notices. Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Astec Industries, Inc., 1725 Shepherd Road, Chattanooga, Tennessee 37421; Attention: LTIP Plan Administrator, or any other address designated by the Company with notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.


Company TSR Ranking Relative to TSR Peer Group			Percentage of Weighted Target Award Earned *
1st			200%
2nd			175%
3rd			150%
4th			125%
5th			100%
6th			75%
7th			50%
8th			25%
9th, 10th or 11th			0%


ASTEC INDUSTRIES, INC. By: ____________________________________________ Its: Authorized Representative			Grant Date: Accepted by Grantee: _______________________________