ESCO Corporation Class A Common Stock, no par value per share Underwriting AgreementUnderwriting Agreement • May 18th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • New York
ESCO Corporation, an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [·] shares and, at the election of the Underwriters, up to [·] additional shares of Class A Common Stock, (“Stock”) of the Company and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [·] shares of Stock. The aggregate of [·] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [·] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant
CREDIT AGREEMENT Dated as of November 18, 2010 among ESCO CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS...Credit Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • New York
This CREDIT AGREEMENT is entered into as of November 18, 2010 among ESCO CORPORATION, an Oregon corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ContractStock Appreciation Rights Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
As of March 1, 2012, agreements substantially in the form attached have been entered into between the Company and the following Named Executive Officers:
ContractStock Option Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached have been entered into between the Company and the following Named Executive Officers:
ContractPerformance Unit Award Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2011-2013 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
ContractPerformance Unit Award Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2012-2014 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
ContractPerformance Unit Award Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
Agreements substantially in the form attached have been entered into between the Company and Named Executive Officers with appropriate changes to reflect:
ESCO CORPORATION STOCK APPRECIATION RIGHTS AGREEMENT (Grants Prior to 2011)Stock Appreciation Rights Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
This STOCK APPRECIATION RIGHTS AGREEMENT dated is between ESCO Corporation, an Oregon corporation (the “Company”), and (the “Recipient”), pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:
ESCO CORPORATION RESTATED INDEMNITY AGREEMENTIndemnification Agreement • June 7th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
THIS AGREEMENT is made as of , 2011 by and between ESCO Corporation, an Oregon corporation (the “Company”), and (the “Indemnitee”), a director or officer of the Company.
ContractRestricted Stock Unit Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
As of March 1, 2012, agreements substantially in the form attached will be entered into between the Company and the following Named Executive Officers:
ContractExecutive Compensation Agreement • April 3rd, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2011-2013 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
AMENDMENT TO ESCO CORPORATIONStock Appreciation Rights Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
This AMENDMENT (this “Amendment”) TO THE STOCK APPRECIATION RIGHTS AGREEMENT dated February 2, 2010 (the “SAR Agreement”) between ESCO Corporation, an Oregon corporation (the “Company”), and Larry R. Huget (the “Recipient”), pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”) is effective as of March 18, 2010. The Company and the Recipient agree as follows:
STOCK AWARD AGREEMENTStock Award Agreement • June 7th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
This Stock Award Agreement (“Agreement”), dated as of , is between ESCO Corporation, an Oregon corporation (the “Company”), and (“Director”).
Re: Agreement with ESCO CorporationEmployment Agreement • May 2nd, 2011 • ESCO Corp
This letter confirms that you may step down as Vice President — Finance and Chief Financial Officer of ESCO Corporation (the “Company”) in April or May of 2011 after which time you will continue on as an officer, such as Vice President- Finance and Treasurer, if the Board appoints you as such. Your role will be designed to permit you to assist in the transition of a new CFO into that role, and to continue, at the CEO or the Board’s request, to assist in supporting the administration of the finance department and to take a key advisory and lead role in other strategic matters, such as an initial public offering, until on or around December 31, 2011 which will be your last day of employment with the Company unless the CEO in his discretion determines that it is advisable you continue in your role beyond that date.
ContractPerformance Agreement • April 3rd, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2012-2014 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
ContractExecutive Compensation Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2009-2011 and 2010-2012 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
ContractExecutive Compensation Agreement • April 3rd, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
As of March 1, 2012, agreements substantially in the form attached for the performance period 2009-2011 and 2010-2012 with applicable performance measures have been entered into between the Company and the following Named Executive Officers:
ESCO CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (IPO Grant)Restricted Stock Unit Award Agreement • February 14th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
This RESTRICTED STOCK UNIT AWARD AGREEMENT dated is between ESCO Corporation, an Oregon corporation (the “Company”), and (the “Recipient”) pursuant to the Company’s 2010 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:
STOCK AWARD AGREEMENTStock Award Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
This Stock Award Agreement (“Agreement”), dated as of , is between ESCO Corporation, an Oregon corporation (the “Company”), and (“Director”).
CREDIT AGREEMENT Dated as of November 18, 2010 among ESCO CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS...Credit Agreement • May 2nd, 2011 • ESCO Corp • New York
This CREDIT AGREEMENT is entered into as of November 18, 2010 among ESCO CORPORATION, an Oregon corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
STOCK AWARD AGREEMENTStock Award Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • Oregon
This Stock Award Agreement (“Agreement”), dated as of , is between ESCO Corporation, an Oregon corporation (the “Company”), and (“Director”).
ContractStock Appreciation Rights Agreement • March 15th, 2012 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
As of March 1, 2012, agreements substantially in the form attached have been entered into between the Company and the following Named Executive Officers:
AMENDMENT TO STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • June 7th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip)
ESCO Corporation (the “Company”) and the undersigned Recipient amend the prior stock appreciation rights agreement (the “Agreement”) relating to 4,299 stock appreciation rights granted on February 2, 2010, as follows, effective as of May 7, 2011:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2011 • ESCO Corp • Mining machinery & equip (no oil & gas field mach & equip) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 1, 2011 (this “Amendment”), is entered into among ESCO CORPORATION, an Oregon corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
ESCO CORPORATION RESTATED STOCK TRANSFER RESTRICTION AGREEMENT (Class A Common Stock)Stock Transfer Restriction Agreement • May 2nd, 2011 • ESCO Corp • Oregon
This Restated Stock Transfer Restriction Agreement (“Agreement”), effective as of is by and between ESCO Corporation, an Oregon corporation (the “Company”), and the shareholder whose name appears on the signature page below (“Shareholder”).
