0000020740-14-000007 Sample Contracts

General Electric Company c/o GE Power and Water Atlanta, GA 30339 December 14, 2013
Purchase Agreement • January 24th, 2014 • Clarcor Inc. • Motor vehicle parts & accessories

Reference is made herein to (i) that certain Purchase Agreement, dated as of November 5, 2013 (the “Purchase Agreement”), by and between CLARCOR Inc. (“Buyer”) and General Electric Company (“GE”), and (ii) that certain Tax Matters Agreement, dated as of November 5, 2013 (the “TMA”), by and between Buyer and GE. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Purchase Agreement.

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CLARCOR INC.
Stock Option Agreement • January 24th, 2014 • Clarcor Inc. • Motor vehicle parts & accessories • Tennessee

CLARCOR Inc., a Delaware corporation (the "Company"), hereby grants to ______________ (the "Optionee") as of _______________________ (the "Option Date"), pursuant to the provisions of the CLARCOR Inc. 2009 Incentive Plan (the "Plan"), a non-qualified option to purchase from the Company (the "Option") ______________ shares ("Option Stock") of its Common Stock, $1 par value ("Stock"), at the price of $_______________ per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.

CLARCOR INC. AGREEMENT FOR THE ISSUANCE OF RESTRICTED STOCK UNITS
Restricted Stock Units • January 24th, 2014 • Clarcor Inc. • Motor vehicle parts & accessories

This agreement (this “Agreement”) made as of this _____ day of ______________, 20__ (the “Award Date”), between CLARCOR Inc., a Delaware corporation (the “Company”), and ________________________________ (the “Participant”) relates to the grant to the Participant by the Company of Restricted Stock Units pursuant to the Company’s 2009 Incentive Plan (the “Plan”). Applicable provisions of the Plan are incorporated herein as though set forth herein in full. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings specified in the Plan.

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