Form 8-K/A

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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549\n\n\n

FORM 8-K/A
\n(Amendment No. 1)\n\n\n\n

CURRENT REPORT
\nPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934\n\n

Date of Report (Date of earliest event reported): July 20, 2011\n\n

BRADY CORPORATION
\n(Exact name of registrant as specified in its charter)\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n

Wisconsin 1-14959 39-0971239
(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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6555 West Good Hope Road
Milwaukee, Wisconsin
53223
(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (414) 358-6600\n\n\n\n\n \n\n\n \n\n\n \n\n

(Former name or former address if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant\nunder any of the following provisions:\n\n

\no Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\no Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

\no Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\no Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note:\n\n\n

This Report on Form 8-K/A is being filed by Brady Corporation solely to file a corrected version of Exhibit 10.1 to the\nForm 8-K originally filed on July 26, 2011. All other information in that Form 8-K filed July 26, 2011 remains\nunchanged.\n\n\n

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.\n\n\n

(d) Exhibits.\n\n\n

The following is filed as an Exhibit to this Report.\n\n

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Exhibit No.		Description of Exhibit
10.1\n		Form of Amendment, dated July 20, 2011, to restricted stock\nagreement for restricted stock issued on January 8, 2008 to Frank\nM. Jaehnert, Thomas J. Felmer, Allan J. Klotsche, Peter C.\nSephton and Matthew O. Williamson. (Corrected Version)

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SIGNATURE\n\n\n\n

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be\nsigned on its behalf by the undersigned hereunto duly authorized.\n\n

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\n		BRADY CORPORATION
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Date: July 28, 2011\n		/s/ Thomas J. Felmer
\n		Thomas J. Felmer
\n		Senior Vice President & Chief Financial Officer

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Exhibit 10.1\n\n\n\n

FORM OF AMENDMENT TO
\nJANUARY 8, 2008 BRADY CORPORATION
\nPERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
\n(as amended July 20, 2011)\n\n\n\n

The following sets forth an amendment to the January 8, 2008 Brady Corporation Performance-Based Restricted Stock\nAgreement (the “Agreement”).\n\n\n

Section 2 of the Agreement is amended to read as follows:\n\n\n

2. Vesting Requirements. The vesting of this Award (other than pursuant to accelerated vesting in certain\ncircumstances as provided in Section 3 below) shall be subject to the satisfaction of the vesting conditions set forth\nin either of Section 2(a) or Section 2(b) below:\n\n\n

(a) First Vesting Opportunity. The vesting conditions under this Section 2(a) shall be satisfied only if\n(i) the Earnings Per Share for any one of the Corporation’s fiscal years ending July 31, 2009, July 31, 2010, July 31,\n2011 or July 31, 2012 are at least 10% greater than the Earnings Per Share for the Corporation’s fiscal year ending\nJuly 31, 2008 and (ii) the Employee remains continuously employed by the Corporation (or an Affiliate) from the date\nhereof until January 15, 2013. For purposes of this Agreement, “Earnings per Share” shall mean the basic earnings per\nshare of the Corporation’s Class A Common Stock calculated in accordance with the standards of the Public Company\nAccounting Oversight Board as in effect for the fiscal year ended July 31, 2008.\n\n\n

(b) Second Vesting Opportunity. The vesting conditions under this Section 2(b) shall be satisfied only if\n(i) the Earnings Per Share for the Corporation’s fiscal year ending either July 31, 2013 or July 31, 2014 are at least\n$2.68 (per the fiscal year audit accepted by the Audit Committee) and (ii) the Employee remains continuously employed\nby the Corporation (or an Affiliate) from the date hereof until July 31, 2014.\n\n\n

Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting\nrequirements set forth above, the Shares shall immediately be forfeited. The period of time during which the Shares\ncovered by this Award are forfeitable is referred to as the “Restricted Period.”\n\n\n

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Wisconsin	1-14959	39-0971239
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6555 West Good Hope Road Milwaukee, Wisconsin		53223
(Address of Principal Executive Offices)		(Zip Code)