SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

K-Tron International, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

482730108

(CUSIP Number)

Joanne R. Soslow, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA  19103-2921

(215) 963-5000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

July 16, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box    ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS Edward B. Cloues, II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                                                                      (a)   [   ]                     (b)   [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS PF OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)_____
6	CITIZENSHIP OR PLACE OF ORGANIZATION	United States of America
NUMBER OF SHARES BENEFIC-IALLY OWNED BY EACH REPORT-ING PERSON WITH	7      SOLE VOTING POWER	226,741 Shares
	8      SHARED VOTING POWER	26,200 Shares
	9      SOLE DISPOSITIVE POWER	226,741  Shares
	10    SHARED DISPOSITIVE POWER	26,200 Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	252,941 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)_____
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	8.9%
14	TYPE OF REPORTING PERSON (See Instructions)	IN

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Item 1.  Security and Issuer.

This statement relates to the common stock, $.01 par value (the “Common Stock”), of K-Tron International, Inc., a New Jersey corporation (the “Issuer”). The principal executive office of the Issuer is located at Routes 55 & 553, Pitman, New Jersey 08071-0888.

Item 2.  Identity and Background.

(a)This statement is being filed by Edward B. Cloues, II (the “Filing Person”).

(b)The principal business address of the Filing Person is Routes 55 & 553, Pitman, New Jersey 08071-0888. The present principal occupation of the Filing Person is Chairman of the Board and Chief Executive Officer of the Issuer.  During the last five years, the Filing Person has not been convicted in a criminal proceeding.

(c)During the last five years, the Filing Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(d)The Filing Person is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

Since July 24, 2006, the filing date of the most recent amendment to the Filing Person’s Schedule 13D, the Filing Person has acquired direct beneficial ownership of 6,000 shares of restricted stock in the following transactions:

Date	No. of Shares	Type of Security Acquired	Transaction Description	Aggregate Purchase Price
5/11/2007	3,000	Restricted Stock	Grant of restricted stock by Issuer; grant fully vests on May 11, 2011	N/A
7/17/2008	3,000	Restricted Stock	Grant of restricted stock by Issuer; grant fully vests on July 17, 2012	N/A

Between March and July of 2007, the Filing Person acquired indirect beneficial ownership of 1,200 shares of Common Stock that were distributed to his mother, Mrs. Jeannette C. Cloues (“Mrs. Cloues”), from the estate of her deceased husband.  The Filing Person has indirect beneficial ownership of these shares pursuant to the Durable Power of Attorney, dated May 22, 1995, (the “Cloues Power of Attorney”) granted to him by Mrs. Cloues.

Item 4.  Purpose of Transaction.

The Filing Person is Chairman and Chief Executive Officer of the Issuer.  As such, the Filing Person acquired the 6,000 shares of restricted stock described in Item 3 as compensation for services in these positions.  The Filing Person’s indirect beneficial ownership of the 1,200

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shares of Common Stockdescribed in Item 3 was acquired pursuant to the Cloues Power of Attorney.

The Filing Person intends to assess his investment in the Issuer from time to time on the basis of various factors, including, without limitation, the Issuer's business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities. The Filing Person may acquire additional securities of the Issuer directly, or may, in the future, dispose of the securities he holds directly and indirectly. Any acquisition or disposition may be effected by the Filing Person at any time without prior notice. The Filing Person may engage in communications from time to time with one or more shareholders, officers or directors of the Issuer regarding the Issuer's operating performance, strategic direction or other matters that, if effected, could result in or relate to, among other things, any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Except as set forth above, the Filing Person has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of this Item 4.

Item 5.  Interest in Securities of the Issuer.

(a)The Filing Person beneficially owns in the aggregate 252,941 shares of Common Stock, which constitute 8.9% of the outstanding shares of Common Stock, based upon 2,832,137 shares of Common Stock outstanding as of August 7, 2009, and calculated in accordance with Rule 13d-3(d)(i)(D).

(b)The Filing Person has sole power to vote or direct the vote, and sole power to dispose or direct the disposition, of 226,741 shares reported herein, including (i) 197,741 shares of Common Stock owned directly, (ii) 20,000 shares underlying stock options presently exercisable or exercisable within 60 days following the date hereof and (iii) 9,000 shares of restricted stock held pursuant to three separate restricted stock grants of 3,000 shares each with vesting dates of May 5, 2010, May 11, 2011 and July 17, 2012, respectively.  The Filing Person’s power to dispose of the 9,000 shares of restricted stock is limited as he may not dispose of the shares until they vest.

The Filing Person has shared power to vote or direct the vote, and to dispose or direct the disposition, of 26,200 shares of Common Stock that the Filing Person indirectly beneficially owns pursuant to powers of attorney granted to him by each of Mrs. Cloues and Mrs. Jan W. Beebe (“Mrs. Beebe”).

Power to vote and dispose of 25,000 of the 26,200 shares is shared with Mrs. Beebe, who currently resides in the state of Texas. All communications directed to Mrs. Beebe in connection with this amendment shall be addressed to Mrs. Jan W. Beebe, K-Tron International, Inc. Routes 55 & 553, Pitman, New Jersey 08071-0888, c/o Edward B. Cloues, II.  Mrs. Beebe is retired and is a citizen of the United States. During the last five years, Mrs. Beebe has not been convicted in a criminal proceeding. In addition, during the last five years, Mrs. Beebe has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. The Filing Person is not related to Mrs. Beebe.

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 Power to vote and dispose of 1,200 of the 26,200 shares is shared with Mrs. Cloues, who currently resides in the state of New Hampshire.  All communications directed to Mrs. Cloues in connection with this amendment shall be addressed to Mrs. Jeannette C. Cloues, K-Tron International, Inc. Routes 55 & 553, Pitman, New Jersey 08071-0888, c/o Edward B. Cloues, II.  Mrs. Cloues is retired and is a citizen of the United States.  During the last five years, Mrs. Cloues has not been convicted in a criminal proceeding. In addition, during the last five years, Mrs. Cloues has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(c)During the 60 days preceding the date hereof, the Filing Person has consummated one transaction in shares of Common Stock.  On July 16, 2009, the Filing Person acquired 10,000 shares of Common Stock pursuant to the partial exercise of an employee stock option.  Of these 10,000 shares, the Filing Person elected to have the Issuer withhold 3,345 shares to satisfy the tax liability incident to the option exercise.Pursuant to the terms of the option, the remaining 20,000 shares underlying the option are fully vested at an exercise price of $12.20 per share.  The option expires on July 19, 2011.

Neither Mrs. Beebe nor Mrs. Cloues has undertaken any transactions in shares of Common Stock during the 60 days preceding the date hereof.

(d)Not applicable.

(e)Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Filing Person has been appointed Attorney-in-Fact by Mrs. Beebe pursuant to an Asset Management Durable General Power of Attorney dated June 28, 2001 (the “Beebe Power of Attorney”).  Under the Beebe Power of Attorney, the Filing Person is authorized to transact all of Mrs. Beebe’s business and manage all of Mrs. Beebe’s property and affairs, including: taking custody of Mrs. Beebe’s stocks; selling, surrendering or exchanging any such stocks; signing and delivering assignments or stock powers and other documents required for sale, assignment, surrender or exchange; purchasing stocks; providing instructions regarding the registration of stock and the mailing of dividends; representing Mrs. Beebe at shareholders’ meetings and voting proxies on Mrs. Beebe’s behalf; and generally handling or managing Mrs. Beebe’s investments. Mrs. Beebe shares the above powers with the Filing Person.

Mrs. Beebe currently holds 25,000 shares of Common Stock. As a result of the Beebe Power of Attorney, the Filing Person possesses indirect beneficial ownership of the 25,000 shares of Common Stock held by Mrs. Beebe. Unless earlier revoked, the Beebe Power of Attorney terminates at the death of the principal. The Filing Person will hold the power granted under the Beebe Power of Attorney until such termination or until a successor agent is appointed.

On May 22, 1995, the Filing Person was appointed Attorney-in-Fact by Mrs. Cloues pursuant to the Cloues Power of Attorney. Under the Cloues Power of Attorney, the Filing Person is authorized to transact all of Mrs. Cloues’ business and manage all of Mrs. Cloues’

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property and affairs, including: demanding, receiving, collecting and holding any and all monies, securities and real and personal property of any nature whatsoever belonging to Mrs. Cloues or in which she has an interest; dealing generally in all respects without restriction in any property in which she has an interest; carrying bank accounts; making deposits and disbursements of money; and generally handling and managing Mrs. Cloues’ investments.  Mrs. Cloues shares the above powers with the Filing Person.

Mrs. Cloues currently holds 1,200 shares of Common Stock. As a result of the Cloues Power of Attorney, the Filing Person possesses indirect beneficial ownership of the 1,200 shares of Common Stock held by Mrs. Cloues.  Unless earlier revoked, the Cloues Power of Attorney terminates at the death of the principal.

The Filing Person has been awarded Restricted Stock grants, each of which was issued pursuant to a Form of Restricted Stock Award that provides for certain restrictions on transfer and is filed herewith.  The following table summarizes the terms of each Restricted Stock Award issued to the Filing Person by the Issuer as of the date hereof:

Date	No. of Shares	Vesting Schedule
4/14/2004	8,000	All shares vested on April 14, 2008 1
5/13/2005	3,000	All shares vested on May 13, 2009 1
5/5/2006	3,000	All shares vest on May 5, 2010 1
5/11/2007	3,000	All shares vest on May 11, 2011 2
7/17/2008	3,000	All shares vest on July 17, 2012 2

Item 7.   Material to be Filed as Exhibits.

99.1 Asset Management Durable General Power of Attorney of Jan W. Beebe, dated June 28, 2001 (Filed as Exhibit 99.1 to the Schedule 13D, filed with the Securities and Exchange Commission on July 27, 2001 and incorporated herein by reference)

99.2        Durable Power of Attorney of Jeannette C. Cloues, dated May 22, 1995 (Filed herewith)

99.3 Form of Restricted Stock Award under the K-Tron International, Inc. 1996 Equity Compensation Plan, as amended (Filed herewith)

99.4 Form of Restricted Stock Award under the K-Tron International, Inc. 2006 Equity Compensation Plan, as amended (Filed herewith)

 

1 Grant issued pursuant to the Form of Restricted Stock Award under the K-Tron International, Inc. 1996 Equity Compensation Plan, as amended, filed herewith as Exhibit 99.3.

2 Grant issued pursuant to the Form of Restricted Stock Award under the K-Tron International, Inc. 2006 Equity Compensation Plan, as amended, filed herewith as Exhibit 99.4.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 7, 2009                  

(Date)

EDWARD B. CLOUES, II 

(Signature)

Edward B. Cloues, II          

(Name and Title)

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EX-99.2

EXHIBIT 99.2

DURABLE POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, JEANNETTE C. CLOUES, of 104 West Main Street, Warner, New Hampshire 03278, have made, constituted and appointed and by these presents do make, constitute and appoint ALFRED S. CLOUES, JR., EDWARD B. CLOUES, II, RICHARD R. CLOUES, or JEANNE C. HESLOP, individually or jointly, my true and lawful attorney for me and in my name, place and stead, to demand, receive, collect and hold any and all monies, securities and real and personal property of any nature whatsoever belonging to me or in which I may have any interest;

To deal generally in all respects without restriction in and with any property whatsoever in which I may have interest;

To carry bank accounts for me, and in my name, in such banks as my said attorney may deem best and to make deposits of money belonging to me in such accounts and disburse said monies on the signature of my said attorney, for any purpose in connection with either the personal needs, support, maintenance and medical attention of myself, in any such amounts and for such purposes and at such times as my said attorney in his or her sole unrestricted discretion and judgment may deem best;

To exercise in all respects as full management, control and powers with respect to all of my property, whether the same be real or personal, as I myself could do;

To demand and receive, sue for and recover, any and all monies or rights of any nature whatsoever and from whatever source derived that may now be due to me or which may at any time hereafter become due, and to give in all respects proper receipts, releases and acquittances therefor, with no liability on the part of any obligor making such payments to my attorney to see to the application of the proceeds of such payments or collections;

Hereby giving and granting unto my said attorney full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done about the premises as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that my said attorney may do.

This power of attorney shall not be affected by the subsequent disability or incompetence of the principal.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22nd day of May, 1995.

BARBARA S. PROPER                                                                                          Witness to J.C.C. JEANNETTE C. CLOUES                                    Jeannette C. Cloues

STATE OF NEW HAMPSHIRE

MERRIMACK, SS.

May 22, 1995

Personally appeared the said Jeannette C. Cloues, who acknowledged to me that she subscribed her name to the foregoing instrument and for the purposes therein contained.

BARBARA S. PROPER                                           

Notary Public

My commission expires November 10, 1999

EX-99.3

EXHIBIT 99.3

  K-TRON INTERNATIONAL, INC.

1996 EQUITY COMPENSATION PLAN

RESTRICTED STOCK GRANT

This RESTRICTED STOCK GRANT, dated as of ____________________ (the “Date of Grant”), is delivered by K-Tron International, Inc. (the “Company”) to ____________________ (the “Grantee”).

RECITALS

A.           The K-Tron International, Inc. 1996 Equity Compensation Plan, as amended (the “Plan”), provides for the grant of restricted stock in accordance with the terms and conditions of the Plan.

B.           The Compensation and Human Resources Committee of the Board of Directors of the Company, which has been designated by the Board of Directors to serve as the committee under Section 1 of the Plan (the “Committee”), has determined that it is to the advantage and interest of the Company to make a restricted stock grant as an inducement for the Grantee to continue in the employ of the Company and to promote the best interests of the Company and its shareholders.

C.           The grant is subject to the terms of the Plan, which are hereby incorporated into this agreement (“this Agreement”) by reference.  The Plan is administered by the Committee. A copy of the Plan is attached.

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

1.Restricted Stock Grant.  The Company hereby grants the Grantee _____ 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 of Restricted Stock.

(a)The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(b) and 2(c) shall lapse, according to the following vesting schedule, if the Grantee continues to be employed by the Company or any direct or indirect subsidiary thereof from the Date of Grant until the vesting date:

Vesting Date Vested Shares

(b)If the Grantee’s employment with the Company or any direct or indirect subsidiary thereof 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.

(c)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 and void and without effect.

3.              Issuance of Certificates.

(a)Share 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.  During the Restriction Period, the Grantee shall receive any cash dividends with respect to the shares of Restricted Stock, may vote the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company.  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 Section 2 of this Agreement.

4.             Change of Control.  The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

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 the provisions of the Plan and 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.             Withholding.  The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company (including the withholding of shares in an amount not exceeding the minimum required withholding amount), to provide for the payment of, any income and other payroll withholding taxes that the Company is required to withhold with respect to the grant or vesting of the Restricted Stock.

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7.             No Employment or Other Rights.  This grant shall not confer upon the Grantee any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment at any time. The right of the Company to terminate at will the Grantee’s employment at any time for any reason is specifically reserved.

8.             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.

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

10.           Notice.  Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing.  Any notice shall be delivered by hand or by a recognized delivery service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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

	K-TRON INTERNATIONAL, INC.
Attest:
	By:
As its Secretary		As its Senior Vice President
		and Chief Financial Officer

I hereby accept the grant of Restricted Stock described in this Agreement.  I have read the K-Tron International, Inc. 1996 Equity Compensation Plan, as amended, and agree to be bound by the terms of the Plan and this Agreement and the interpretations of the Committee with respect thereto.

Grantee

Date

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EX-99.4

EXHIBIT 99.4

K-TRON INTERNATIONAL, INC.

2006 EQUITY COMPENSATION PLAN

RESTRICTED STOCK AWARD

This RESTRICTED STOCK AWARD, dated as of ____________ (the “Date of Grant”), is delivered by K-Tron International, Inc. (the “Company”), to ____________________ (the “Grantee”).

RECITALS

The K-Tron International, Inc. 2006 Equity Compensation Plan, as amended (the “Plan”), provides for the grant of restricted stock in accordance with the terms and conditions of the Plan.  The Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), which administers the Plan, has decided to make a restricted stock award as an inducement for the Grantee to continue in the employ of an Employer (as defined in the Plan (an “Employer”)) and promote the best interests of the Company and its shareholders. References in this Agreement to the Committee shall include any successor thereto appointed under and in accordance with the Plan.

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

1.Restricted Stock Award.  Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the Grantee _____ 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.

(a)The shares of Restricted Stock shall become vested, and the restrictions described in Paragraphs 2(b) and 2(c) below shall lapse, according to the following schedule, if the Grantee continues to be employed by, or provide service to, an Employer from the Date of Grant until the applicable vesting date.

Vesting Date	Vested Shares
___________	______

The vesting of the Restricted Stock shall be cumulative, but shall not exceed 100% of the Restricted Stock.  If the foregoing schedule would produce fractional shares, the number of shares of Restricted Stock that vest shall be rounded down to the nearest whole share.

(b)If the Grantee ceases to be employed by, or provide service to, an Employer 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.

(c)During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non-vested Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee.  Any attempt to sell, assign, transfer, pledge or otherwise encumber or 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.

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.  During the Restriction Period, the Grantee shall receive any cash dividends with respect to the shares of Restricted Stock, may vote the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company.  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 Company’s obligation to deliver shares upon the vesting of the Restricted Stock shall be subject to all applicable laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate by the Committee or the Company’s counsel to comply with relevant securities laws and regulations.

4.              Change of Control.  The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

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) the registration, qualification or listing of the shares, (ii) changes in capitalization of the Company and (iii) 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.              Withholding.  The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local

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or other taxes that the Company is required to withhold with respect to the grant or vesting of the Restricted Stock.  Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to Restricted Stock by having shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

7.              No Employment or Other Rights.  This grant shall not confer upon the Grantee any right to be retained by or in the employ or service of any Employer and shall not interfere in any way with the right of any Employer to terminate the Grantee’s employment or service at any time.  The right of any Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

8.              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.

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

10.            Notice.  Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Corporate Secretary at K-Tron International, Inc., Routes 55 and 553, P.O. Box 888, Pitman, NJ 08071-0888, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Company in writing.  Any notice shall be delivered by hand or by a recognized courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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

Attest:	K-TRON INTERNATIONAL, INC.
	By:
As its Secretary	As its Senior VP and Chief Financial Officer

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

	____________________________________
Date	Grantee

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