Second Restricted Stock Plan

GENTEX CORPORATION
SECOND RESTRICTED STOCK PLAN


1. Purpose and Scope. The purposes of this Plan are to reward outstanding achievements by key employees of Gentex Corporation, to provide an incentive for such employees to expand and improve the profits and prosperity of the Company, and to assist the Company in attracting and retaining key personnel through ownership of shares of the Company's common stock.


2. Definitions. The following words and phrases shall have the following meanings as used in this Plan:


a. "Awards" means awards of Shares granted pursuant to this Plan.


b. "Award Price" means the closing sale price of Shares reported in the NASDAQ National Market for the day on which the particular Award is granted, or if prices of Shares are not so published for that date, then a fair market value determined by the Committee by any reasonable method selected in good faith.


c. "Board" means the Board of Directors of the Company.


d. "Committee" means the committee appointed by the Board pursuant to paragraph 4 of this Plan.


e. "Company" means Gentex Corporation.


f. "Code" means the Internal Revenue Code of 1986, as amended.


g. "Participant" means the individual to whom an Award is granted under this Plan.


h "Plan" means this Gentex Corporation Second Restricted Stock Plan.


i. "Related Corporation" means any corporation in which the Company has a proprietary interest consisting of at least 50% of the total combined voting power of all class of voting securities of such corporation.


j. "Restricted Period" means the period of time over which an Award is to vest, as determined by the Committee.


k. "Shares" means the shares of common stock of the Company, par value $0.06 per share.


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3. Stock to be Awarded.


a. Subject to the provisions of Paragraph 6(d)(vi) of the Plan, the maximum number of shares that may be subject to Awards under the Plan is 500,000 shares. The Shares may be treasury shares or authorized but unissued Shares of the Company.


b. Shares which have been subject to Awards, but which have been forfeited as provided below, shall be added to the Shares otherwise available for Awards under the Plan.


4. Administration.


a. The Plan shall be administered by a Committee appointed by the Board, consisting of three (3) or more directors. A majority of members of the Committee shall constitute a quorum for the transaction of business. The Committee shall be responsible for the operation of the Plan, including determinations as to persons entitled to participate in the plan and the extent of that participation. The interpretation and construction of any provision of the Plan by the Committee shall be final and binding.


b. The granting of any Award pursuant to this Plan shall be entirely within the discretion of the Committee, and nothing contained in this Plan shall be interpreted or construed to give any person any right to participate under this Plan.


c. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company, to the maximum extent permitted by law, from and against any cost, liability or expense imposed or incurred in connection with such persons taking or failing to take any action under the Plan.


5. Eligibility. Awards may be made at any time, and from time to time, to such individuals as the Committee shall determine in its sole and absolute discretion. Awards granted at different times or to different persons need not contain similar provision.


6. Basic Terms and Conditions of Awards.


a. A Participant shall not be required to make any payment for Shares granted pursuant to an Award.


b. In the event of a change in the Participant's duties and responsibilities, or a transfer of the Participant to a different position, the Committee has the discretion to terminate the Award or reduce the number of Shares subject to the Award commensurate with the transfer or change in responsibility.


c. Shares granted pursuant to an Award shall be represented by a stock certificate registered in the name of the Participant, subject to Section 6(d)(viii), below.


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d. The Committee shall provide for an agreement to be entered into by the Participant and the Company, the terms and conditions of which may include, but are not limited to the following:


(i) Number of Shares. The agreement shall state the total number of Shares to which is pertains.


(ii) Award Price. The agreement shall ...