X0202 4 2007-08-07 0 0000098752 TOROTEL INC TTLO 0001265728 SIZEMORE DALE H JR 5302 WEST 141ST TERRACE LEAWOOD KS 66224 1 1 0 0 CEO Common Stock 2007-08-07 4 A 0 84000 A 214964 D These shares are restricted securities and subject to certain conditions under a Restricted Stock Agreement dated August 7, 2007. These shares are subject to a risk of forfeiture and cannot be sold, donated, transferred or in any other manner encumbered except in accordance with the terms of such agreement. Based upon the Corporation attaining certain financial goals during the five-year period ending April 30, 2012, as outlined in the agreement, the Restricted Shares shall be released from the restrictions on transfer and risk of forfeiture on August 7, 2012. Shares granted pursuant to a Restricted Stock Agreement /s/ Dale H. Sizemore, Jr. 2007-08-10