Agreement and Plan of Merger Dated as of April 12, 2018 By and Among Genuine Parts Company, Rhino SpinCo, Inc., Essendant Inc. and Elephant Merger Sub Corp.Merger Agreement • April 25th, 2018 • Essendant Inc • Wholesale-paper & paper products • New York
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 12th day of April 2018, by and among Genuine Parts Company, a Georgia corporation (“GPC”), Rhino SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of GPC (“SpinCo”), Essendant Inc., a Delaware corporation (“RMT Parent”), and Elephant Merger Sub Corp., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“Merger Sub”). Each of GPC, SpinCo, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
SEPARATION AGREEMENT Dated as of April 12, 2018 By and Between GENUINE PARTS COMPANY and RHINO SPINCO, INC.Separation Agreement • April 25th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Separation Agreement (together with the Exhibits, Attachments and Schedules hereto, this “Agreement”) is made as of the 12th day of April, 2018, by and between Genuine Parts Company, a Georgia corporation (“GPC”), and Rhino SpinCo, Inc., a Delaware corporation and wholly-owned Subsidiary of GPC (“SpinCo”). Each of GPC and SpinCo is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
ESSENDANT INC. MANAGEMENT INCENTIVE PLAN Performance-Based Cash Award AgreementPerformance-Based Cash Award Agreement • April 25th, 2018 • Essendant Inc • Wholesale-paper & paper products • Illinois
This Award Agreement (this “Agreement”), dated March 15, 2018 (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s Management Incentive Plan (the “Plan”).
ESSENDANT INC. Performance Based Restricted Stock Units Award Agreement for Section 16 OfficersPerformance Based Restricted Stock Units Award Agreement • April 25th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Performance Based Restricted Stock Units Award Agreement for Section 16 Officers (this “Agreement”), dated March 15, 2018 (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2015 Long-Term Incentive Plan (the “Plan”).
ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN 20[ ] Cash Incentive Award AgreementCash Incentive Award Agreement • April 25th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Cash Incentive Award Agreement (this “Agreement”), dated as of [[DATE]] (the “Award Date”), is by and between [[FIRST NAME]] [[LAST NAME] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2015 Long-Term Incentive Plan (the “Plan”). In the exercise of its discretion to grant cash incentives, the Committee has determined that the Participant should receive a Cash Incentive Award, on the following terms and conditions:
