EXHIBIT 2 SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 23rd day of February, 1998 by and between Global Industrial Technologies, Inc., a Delaware corporation (the "Company"), and Graham L. Adelman ("Executive"). W I T N E S S E T H...Severance Agreement • December 23rd, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
RECITALSMerger Agreement • March 6th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 1 FOURTH AMENDMENT TO RIGHTS AGREEMENT FOURTH AMENDMENT TO RIGHTS AGREEMENT This Fourth Amendment (this "Amendment"), dated as of January 9, 1999, to the Rights Agreement, dated as of October 31, 1995 and as amended on February 16, 1998,...Rights Agreement • February 17th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Exhibit 15 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 9th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
EXHIBIT 99(b)(2) SEVENTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------- SEVENTH AMENDMENT, dated as of February 19, 1998, among GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation (the "Parent Company"), GP CORP., a...Credit Agreement • March 6th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Illinois
RECITALS:Credit Agreement • March 31st, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas
Exhibit 37 SIXTH AMENDMENT TO RIGHTS AGREEMENT This Sixth Amendment (this "Amendment"), dated as of July 9, 1999, to the Rights Agreement, dated as of October 31, 1995 and amended as of February 16, 1998, September 18, 1998, October 5, 1998, January...Rights Agreement • July 12th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
AMONG RHI AGMerger Agreement • July 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 99(b)(1) CREDIT AGREEMENT dated as of September 23, 1994Credit Agreement • March 6th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Illinois
GPX CORP.Note Agreement • August 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is --------- made and entered into as of April 1, 1999 among GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation ("Global"), A.P. GREEN INDUSTRIES, INC., a Delaware ------...Stock Purchase Agreement • April 5th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • New York
EXHIBIT 10.43 CREDIT AGREEMENTCredit Agreement • August 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas
EXHIBIT 1 FIFTH AMENDMENT TO RIGHTS AGREEMENT This Fifth Amendment (this "Amendment"), dated as of June 6, 1999, to the Rights Agreement, dated as of October 31, 1995 and amended as of February 16, 1998, September 18, 1998, October 5, 1998 and January...Rights Agreement • June 7th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among AF ACQUISITION COMPANY,Asset Purchase Agreement • May 21st, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas
EXHIBIT 10.2 CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of August 31, 1998, is among GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation ("Global"), GPX Corp., a Nevada corporation ("GPX" and together with Global collectively, the...Credit Agreement • September 14th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas
EXHIBIT 10 ASSET PURCHASE AGREEMENT Dated as of July 21, 1997 By and Among The Marion Power Shovel Company, Marion Power Shovel Pty. Ltd, INTOOL International B.V., and Global-GIX Canada Inc., (collectively, as Sellers)Asset Purchase Agreement • September 15th, 1997 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 3 FORM OF AMENDMENT TO SEVERANCE AGREEMENT FORM OF AMENDMENT TO SEVERANCE AGREEMENT, entered into as of June __, 1999 ("Amendment"), to Severance Agreement, dated as of February 23, 1998 (the "Agreement"), as amended on September 18, 1998 and...Severance Agreement • July 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
WITNESSETH:Stock Purchase Agreement • March 31st, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • New York
Exhibit 10.1 SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 23rd day of February, 1998 by and between Global Industrial Technologies, Inc. a Delaware corporation (the "Company"), and Graham L. Adelman ("Executive"). W I T N E S S E T H...Severance Agreement • June 22nd, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 8 FORM OF INCENTIVE STOCK OPTION AGREEMENT UNDER THE GLOBAL INDUSTRIAL TECHNOLOGIES, INC. 1992 STOCK COMPENSATION PLAN THIS AGREEMENT, made this 18th day of September, 1998 by and between Global Industrial Technologies, Inc., a Delaware...Incentive Stock Option Agreement • December 23rd, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 9 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE GLOBAL INDUSTRIAL TECHNOLOGIES, INC. 1992 STOCK COMPENSATION PLAN THIS AGREEMENT, made this 18th day of September, 1998 by and between Global Industrial Technologies, Inc., a Delaware...Nonqualified Stock Option Agreement • December 23rd, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 2 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 30th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Texas
EXHIBIT 4 FORM OF AMENDMENT NO. 1 TO SEVERANCE AGREEMENT AMENDMENT NO. 1, entered into as of September 18, 1998 ("Amendment"), to Severance Agreement, dated as of February 23, 1998 (the "Agreement"), by and between Global Industrial Technologies,...Severance Agreement • December 23rd, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
July 16, 1999 Dear Fellow Global Industrial Technologies Stockholder: On July 12, 1999, Global Industrial Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with RHI AG, an Austrian stock...Merger Agreement • July 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
On July 12, 1999, Global Industrial Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with RHI AG, an Austrian stock corporation ("Parent"), and its wholly-owned indirect subsidiary Heat Acquisition Corp., a Delaware corporation ("Purchaser"), that provides for the acquisition of all of the shares of common stock, par value $0.25 per share, of the Company (the "Shares" or, individually, a "Share") by Purchaser at a price of $13.00 per Share net to the seller in cash. Under the terms of the proposed transaction, Purchaser has commenced a tender offer (the "Offer") for all outstanding Shares at a price of $13.00 per Share net to the seller in cash. The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on August 12, 1999, unless extended. The completion of the Offer is conditioned on at least a majority of the outstanding Shares having been tendered and not withdrawn, Parent's obtaining arrangement of finan
Exhibit 18 AMENDMENT NO. 3 TO SEVERANCE AGREEMENT AMENDMENT NO. 3, entered into as of March 8, 1999 ("Amendment"), to Severance Agreement, dated as of February 23, 1998 (the "Agreement"), as amended on September 18, 1998, and October 27, 1998, by and...Severance Agreement • March 29th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
EXHIBIT 2.1 AMENDMENT TO PURCHASE AND SALE AGREEMENT ---------------------------------------- This Amendment to Purchase and Sale Agreement dated as of March 12, 1998, is by and between Cooper Power Tools, Inc. ("Buyer"), a Delaware corporation, GPX...Purchase and Sale Agreement • March 30th, 1998 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
Exhibit 30 FORM OF AMENDMENT TO SEVERANCE AGREEMENT AMENDMENT NO. _, entered into as of June __, 1999 ("Amendment"), to Severance Agreement, dated as of February 23, 1998 (the "Agreement"), as amended on September 18, 1998 and October 27, 1998, by and...Severance Agreement • June 7th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods
