August 26, 2020 Dear [ ]:Shiloh Industries Inc • August 31st, 2020 • Metal forgings & stampings
We are pleased to inform you that given your overall importance to the organization, Shiloh Industries, Inc. (the “Company”) has selected you to participate in a Key Employee Retention Program (“KERP”), pursuant to which you will receive payment of a retention incentive award (the “Retention Incentive”), subject to the terms and conditions of this letter agreement. This letter agreement sets forth the terms and conditions of this KERP program and the Retention Incentive, including the requirements that must be met in order to receive and retain the Retention Incentive. In order to receive the Retention Incentive, you must countersign this letter agreement indicating your acceptance of its terms and return it to Scott Pepin, Senior Vice President – Human Resources, no later than August 28, 2020. The details of the Retention Incentive are as follows:
STOCK AND ASSET PURCHASE AGREEMENT by and among Grouper Holdings, LLC, as Purchaser, and Shiloh Industries, Inc. and the other Sellers party hereto, dated as of August 30, 2020Stock and Asset Purchase Agreement • August 31st, 2020 • Shiloh Industries Inc • Metal forgings & stampings • New York
This STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2020 (the “Effective Date”), is by and among Grouper Holdings, LLC, a Delaware limited liability company (“Purchaser”), Shiloh Industries, Inc., a Delaware corporation (the “Company”), and each of the Company’s Subsidiaries listed on the signature pages to this Agreement (together with the Company, each a “Seller” and, collectively, “Sellers”). Certain capitalized terms used in this Agreement that are not otherwise defined are defined in Article I.
