0001564590-17-020014 Sample Contracts

RETENTION RSU AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Retention Rsu Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).

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FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

This First Amendment to Revolving Credit, Term Loan and Security Agreement (this "First Amendment") is dated this 12th day of May, 2017, by and among UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation ("Universal"), DUNKIRK SPECIALTY STEEL, LLC, a Delaware limited liability company ("Dunkirk"), NORTH JACKSON SPECIALTY STEEL, LLC, a Delaware limited liability company ("North Jackson") (Universal, Dunkirk, North Jackson are collectively, the "Borrowers", and each a "Borrower"), the LENDERS party hereto, and PNC BANK, NATIONAL ASSOCIATION ("PNC"), in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the "Administrative Agent").

NON-EMPLOYEE DIRECTOR RSU AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Non-Employee Director Rsu Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).

RETENTION STOCK OPTION AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Stock Option Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonqualified] Stock Option to purchase the number of Shares set forth below (the “Option”).

NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Non-Employee Director Stock Option Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) a Nonqualified Stock Option to purchase the number of Shares set forth below (the “Option”).

EMPLOYEE RSU AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Employee Rsu Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”).

EMPLOYEE STOCK OPTION AWARD AGREEMENT UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
Employee Stock Option Award Agreement • October 25th, 2017 • Universal Stainless & Alloy Products Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania

Universal Stainless & Alloy Products, Inc. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonqualified] Stock Option to purchase the number of Shares set forth below (the “Option”).

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