PRIVATE SHELF AGREEMENTPrivate Shelf Agreement • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
TO EACH OTHER PRUDENTIAL AFFILIATE WHICH BECOMES BOUND BY THIS AGREEMENT AS HEREINAFTER PROVIDED (EACH, A “PURCHASER” AND COLLECTIVELY, THE “PURCHASERS”):
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This Confidential Settlement Agreement (“Agreement”) is made and entered into between Batesville Casket Company, Inc. (“Batesville”), Hill-Rom Holdings, Inc. f/k/a Hillenbrand Industries, Inc., Service Corporation International (“SCI”) and Alderwoods Group, Inc. (collectively “Defendants”), on the one hand, and Funeral Consumer Alliance, Inc., Gloria Jaccarino Bender, Anthony J. Jaccarino, John Clark, Maria Magsarili, Tony Magsarili, Frances H. Rocha, Marsha Burger, Sandra Gonzalez, Deborah (Winch) Kidd, Anna Kain, and Gay Holtz (“Plaintiffs”), on the other hand, with reference to the following:
Non-binding translation — for your convenience only Agreement relating to a Guarantee FacilityGuarantee Facility Agreement • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
GUARANTYGuaranty • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
GUARANTY, dated December 3, 2012, made by Hillenbrand, Inc., One Batesville Blvd., Batesville, Indiana, USA 47006, a corporation organized and existing under the laws of the state of Indiana (the “Guarantor”), in favor of Commerzbank Aktiengesellschaft (the “Bank”).
HILLENBRAND, INC. STOCK INCENTIVE PLAN PERFORMANCE BASED UNIT AWARD AGREEMENTPerformance Based Unit Award Agreement • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
This Performance Based Unit Award Agreement (this “Agreement”) is effective as of the day of , 20 , between Hillenbrand, Inc. (the “Company”) and (the “Employee”). The Award of Performance Based Units made herein is a performance based award of restricted stock units. The number of Units that will ultimately be earned under this Agreement, as well as the number of shares of Common Stock that will be distributed in settling those earned Units, which will not be determined until the end of the Measurement Period, will depend on the calculated shareholder value of [the Company and/or its applicable operating platform] (for purposes of calculating Shareholder Value Delivered, the “Applicable Platform”) at the end of the Measurement Period, as compared to the expected amount of shareholder value at the end of the Measurement Period.
