CNH Industrial N.V. Sample Contracts

AGREEMENT AND PLAN OF MERGER dated as of June 20, 2021 among RAVEN INDUSTRIES, INC., CNH INDUSTRIAL N.V. and CNH INDUSTRIAL SOUTH DAKOTA, INC.
Agreement and Plan of Merger • June 21st, 2021 • CNH Industrial N.V. • Construction machinery & equip • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2021, among Raven Industries, Inc., a South Dakota corporation (the “Company”), CNH Industrial N.V., a Netherlands public limited liability company (“Parent”), and CNH Industrial South Dakota, Inc., a South Dakota corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”).

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CNH INDUSTRIAL N.V. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 18, 2016 DEBT SECURITIES
CNH Industrial N.V. • August 18th, 2016 • Construction machinery & equip • New York

INDENTURE, dated as of August 18, 2016, between CNH Industrial N.V., a public limited liability company duly organized and existing under the laws of the Kingdom of the Netherlands (herein called the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).

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MERGER AGREEMENT Dated as of November 25, 2012 among FIAT INDUSTRIAL S.P.A., FIAT NETHERLANDS HOLDING N.V., CNH GLOBAL N.V. and FI CBM HOLDINGS N.V.
Merger Agreement • March 12th, 2013 • FI CBM Holdings N.V. • Construction machinery & equip

THIS MERGER AGREEMENT (this “Agreement”) is made and entered into as of November 25, 2012, among Fiat Industrial S.p.A. (“FI”), an Italian joint stock company (Società per Azioni), Fiat Netherlands Holding N.V. (“FNH”), a Dutch public limited liability company (naamloze vennootschap), CNH Global N.V. (“CNH”), a Dutch public limited liability company (naamloze vennootschap), and FI CBM Holdings N.V. (“DutchCo”), a Dutch public limited liability company (naamloze vennootschap). Except as otherwise expressly defined in this Agreement, all capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 8.4.

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CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT
Equity Incentive Plan Restricted Share Unit Award Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 20, 2022 (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

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Corporate Office Cranes Farm Road Basildon, Essex, SS14 3AD United Kingdom Derek Neilson
CNH Industrial N.V. • May 31st, 2024 • Construction machinery & equip

Reference is made to that certain Senior Leadership Team Employment Agreement, dated as of March 22, 2019, by and between CNH Industrial N.V. and you (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings provided in the Agreement.

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CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN
Share Unit Award Agreement • February 29th, 2024 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 10, 2023, (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

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CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN 2021-2023 PERFORMANCE SHARE UNIT AWARD AGREEMENT
-2023 Performance Share Unit Award Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of December 3, 2020, (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

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CNH INDUSTRIAL N.V. EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2024 • CNH Industrial N.V. • Construction machinery & equip • England and Wales

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 21, 2024 and is intended to be effective as of July 1, 2024 (the “Effective Date”), by and between CNH Industrial N.V. (the “Company”) and Gerrit Marx (the “Executive”). Capitalized terms not otherwise defined herein have the meanings provided in the attached Definitions Annex.

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AMENDMENT AND RESTATEMENT AGREEMENT dated 10 December 2021 between CNH INDUSTRIAL FINANCE EUROPE S.A. and CITIBANK EUROPE PLC, UK BRANCHas Facility Agent relating to a Credit Agreementdated 18 March 2019
Amendment and Restatement Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip
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EXHIBIT C REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • June 15th, 2020 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of June 3, 2020 (the “Effective Date”) by and among Nikola Corporation, a Delaware corporation f/k/a VectoIQ Acquisition Corp. (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below)

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EXHIBIT A JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Joint Filing Agreement • June 15th, 2020 • CNH Industrial N.V. • Construction machinery & equip

The undersigned persons hereby agree that reports on Schedule 13D, and amendments thereto, with respect to the Ordinary Shares of Nikola Corporation may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Roberto Russo and Gerrit Marx as its agents and Attorneys-in-Fact for the purpose of executing any and all Schedule 13D filings required to be made by it with the Securities and Exchange Commission.

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CNH INDUSTRIAL AMERICA LLC SENIOR LEADERSHIP TEAM EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 10, 2020 and is intended to be effective as of January 4, 2021 (the “Effective Date”), by and between CNH Industrial America LLC. (the “Company”) and Scott W. Wine (the “Executive”). Capitalized terms not otherwise defined herein have the meanings provided in the attached Definitions Annex.

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CNH Industrial signs agreement to acquire excavator manufacturer Sampierana S.p.A.
CNH Industrial N.V. • August 30th, 2021 • Construction machinery & equip

With this acquisition, the Company will enhance its offering in the construction segment, gaining greater in-house capabilities, control over the value chain, and market share opportunities.

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CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN Restricted Share Unit Award Agreement
Restricted Share Unit Award Agreement • February 29th, 2024 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 10, 2023 (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

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Kevin Barr [Address on file with CNH Industrial America LLC] Subject: Amendments to Kevin Barr’s Employment Agreement Dear Kevin,
CNH Industrial N.V. • January 12th, 2024 • Construction machinery & equip

The purpose of this letter agreement is to amend the terms of your Senior Leadership Team Employment Agreement with CNH Industrial America LLC (the “Company”) dated March 17, 2021 (“Employment Agreement”). This letter agreement and the amendments in it will be effective as of January 9, 2024 (“Commencement Date”).

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CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN 2022-2024 PERFORMANCE SHARE UNIT AWARD AGREEMENT
Equity Incentive Plan 2022-2024 Performance Share Unit Award Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip • Delaware

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 20, 2022, (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

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CNH Industrial enters into exclusive multi-year technology licensing agreement with Monarch Tractor
CNH Industrial N.V. • November 3rd, 2021 • Construction machinery & equip

This agreement centers on tractor electrification. It is the latest development between the two parties, building upon the minority investment stake made by CNH Industrial in March 2021.

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Corporate Office Cranes Farm Road Basildon, Essex, SS14 3AD United Kingdom Scott W Wine
CNH Industrial N.V. • April 22nd, 2024 • Construction machinery & equip

Reference is made to that certain Senior Leadership Team Employment Agreement, dated as of November 10, 2020, by and between CNH Industrial America LLC and you (the “Agreement”). Capitalized terms not otherwise defined herein have the meanings provided in the Agreement.

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CNH INDUSTRIAL AMERICA LLC SENIOR LEADERSHIP TEAM EMPLOYMENT AGREEMENT
Leadership Team Employment Agreement • February 28th, 2023 • CNH Industrial N.V. • Construction machinery & equip • Illinois

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 17, 2021, by and among CNH Industrial America LLC (the “Company”) and Kevin Austin Barr (the “Executive”). This Agreement will be effective as of the date on which the Executive begins employment with the Company (the “Effective Date”), which is currently expected to be on March 19, 2021. Capitalized terms not otherwise defined have the meanings provided in the attached Definitions Annex.

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EXECUTION VERSION CREDIT AGREEMENT 19th APRIL 2024 CNH INDUSTRIAL N.V. and THE BANKS and CITIBANK EUROPE PLC, UK BRANCHas Facility Agent and BNP PARIBAS, ITALIAN BRANCH CITIBANK, N.A., LONDON BRANCHas Global Coordinators and BANCO BILBAO VIZCAYA...
Credit Agreement • April 19th, 2024 • CNH Industrial N.V. • Construction machinery & equip

Clause Page 1 Definitions and Interpretation 3 2 Facility 28 3 Purpose 32 4 Conditions Precedent 32 5 Drawdown 32 6 Alternative Currencies 35 7 Interest 36 8 Repayment and Prepayment 40 9 Cancellation 43 10 Changes in Circumstances 43 11 Payments 47 12 Representations and Warranties 53 13 Undertakings 56 14 Default 59 15 Pro Rata Sharing 61 16 The Facility Agent, the Arrangers and the Banks 62 17 Fees and Expenses 71 18 Amendments and Waivers 73 19 Miscellaneous 80 20 Notices 80 21 Assignments and Transfers 82 22 Indemnities 89 23 Confidentiality of Funding Rates 91 24 Law and Jurisdiction 92 25 Acknowledgement regarding any Supported QFCs 93 Schedule 1. The Original Banks 95 2 Conditions Precedent 97 3 Drawdown Notice 99 4 Form of Transfer Certificate 100 5 Form of Extension Request 103 6 Form of Designated Entity Accession Agreement 104 7 Screen Rate Contingency Period 105 8 Compounded Rate Terms 106 Part 1 Dollars 106 Part 2 Sterling 109 9 Daily Non-cumulative Compounded RFR Rate 11

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