MERGER AGREEMENT BY AND AMONG LILLY INDUSTRIES, INC. ("PARENT"), LP ACQUISITION CORP., ("PURCHASER") AND GUARDSMAN PRODUCTS, INC. ("COMPANY") DATED AS OF MARCH 4, 1996Merger Agreement • March 8th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods • Michigan
EXHIBIT 10-U AMENDMENT TO STOCK OPTION AGREEMENT This is an Amendment effective as of August 10, 1995, to a certain Stock Option Agreement dated November 10, 1994, between GUARDSMAN PRODUCTS, INC., a Delaware corporation, and PAUL K. GASTON pursuant...Stock Option Agreement • March 28th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of March 4, 1996, between GUARDSMAN PRODUCTS, INC., a Delaware corporation (the "Company"), and Chemical Bank (formerly Manufacturers Hanover Trust Company) (the "Rights Agent"), amending the Rights...Rights Agreement • March 8th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
EXHIBIT 10-AConsulting Agreement • November 7th, 1995 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
EXHIBIT 99(c)Rights Agreement • March 11th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
CONFIDENTIALITY AGREEMENT An interest has been indicated by the undersigned parties (the "Parties") to receive non-public and confidential information ("evaluation material") relating to a potential purchase, investment, partnership, venture,...Confidentiality Agreement • March 8th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
AGREEMENTEmployment Agreement • March 28th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods • Michigan
EXHIBIT 10-S TRUST UNDER CONSULTING AGREEMENT FOR PAUL K. GASTON This Agreement made this 31st day of July, 1995, by and between GUARDSMAN PRODUCTS, INC. ("Company") and OLD KENT BANK ("Trustee"). WHEREAS, Company has entered into a Consulting...Trust Agreement • March 28th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods • Michigan
EXHIBIT 10-W AMENDMENT TO STOCKHOLDER AGREEMENT This Amendment to Stockholder Agreement is dated as of November 9, 1995. The following terms are incorporated by reference into the Stockholder Agreement dated as of August 31, 1994 by and between...Stockholder Agreement • March 28th, 1996 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
EXHIBIT 10-B SECOND AMENDMENT TO CONSULTING AGREEMENT THIS IS AN AMENDMENT TO THE CONSULTING AGREEMENT dated as of January 1, 1994, between GUARDSMAN PRODUCTS, INC. ("Guardsman") and PAUL K. GASTON ("Mr. Gaston"). This Second Amendment is effective...Consulting Agreement • November 7th, 1995 • Guardsman Products Inc • Paints, varnishes, lacquers, enamels & allied prods
