EXHIBIT 99.(2) AGREEMENT AND PLAN OF MERGERMerger Agreement • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
EXHIBIT 4.2 FIRST AMENDMENT TO RIGHTS AGREEMENT AMENDMENT made and entered into as of the 8th day of June, 1997, by and between Giddings & Lewis, Inc. (the "Company") and Firstar Trust Company (the "Rights Agent"), under the Rights Agreement dated as...Rights Agreement • June 27th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
EXHIBIT 10.4 GIDDINGS & LEWIS, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of the date set forth on the signature page hereof by and between GIDDINGS & LEWIS, INC., a Wisconsin corporation with its principal...Restricted Stock Award Agreement • May 14th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
AMENDMENT NO. 4 to CREDIT AGREEMENT Dated as of December 21, 1992Credit Agreement • March 28th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • New York
STOCK OPTION AWARD AGREEMENT As AmendedStock Option Award Agreement • May 14th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
AMENDMENT NO. 3 AND WAIVER to CREDIT AGREEMENT Dated as of December 21, 1992Credit Agreement • March 28th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • New York
WITNESSETH:Executive Consulting Agreement • March 28th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
WITNESSETHKey Executive Employment and Severance Agreement • May 8th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
EXHIBIT 10.5 GIDDINGS & LEWIS, INC. 1993 STOCK AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of the date set forth on the signature page hereof by and between GIDDINGS & LEWIS, INC., a Wisconsin...Restricted Stock Award Agreement • May 14th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
GIDDINGS & LEWIS, INC. LETTERHEAD] December 3, 1996 Personal & Confidential Mr. Richard C. Kleinfeldt 66 Pheasant Drive Fond du Lac, WI 54936 Dear Dick: This letter agreement confirms our mutual understanding regarding your retirement from employment...Retirement Agreement • March 28th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment
GIDDINGS & LEWIS, INC. ("Company") Debt Securities TERMS AGREEMENTDebt Securities Terms Agreement • September 28th, 1995 • Giddings & Lewis Inc /Wi/ • Machine tools, metal cutting types • New York
NATURE OF THE ACTIONOther Injunction or Restraining Order • May 8th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE...Merger Agreement • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE OFFER. The Merger Agreement provides for the commencement of the Offer no later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer is subject, among other things, to the satisfaction of the Minimum Condition. Purchaser and Thyssen have agreed that no change in the Offer may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer or reduces the Minimum Condition; imposes conditions to the Offer in addition to those set forth in the Merger Agreement, or modifies or amends
