PERFORMANCE SHARE UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC. 2011 INCENTIVE COMPENSATION PLANPerformance Share Unit Agreement • April 24th, 2018 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC. 2011 INCENTIVE COMPENSATION PLANRestricted Stock Agreement • April 24th, 2018 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE AMENDED AND RESTATED U.S. SILICA HOLDINGS, INC.Restricted Stock Unit Agreement • April 24th, 2018 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between U.S. Silica Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AGREEMENT AND PLAN OF MERGER BY AND AMONG EP ACQUISITION PARENT, INC. TRANQUILITY ACQUISITION CORP., EPMC PARENT LLC, AS THE STOCKHOLDERS’ REPRESENTATIVE, and, solely for the purposes of Section 11.17, GOLDEN GATE PRIVATE EQUITY, INC.Merger Agreement • April 24th, 2018 • U.S. Silica Holdings, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as amended, modified or supplemented from time to time pursuant to the terms hereof, this “Agreement”), dated as of March 22, 2018, among EP Acquisition Parent, Inc., a Delaware corporation (the “Company”), U.S. Silica Company, a Delaware corporation (“Buyer”), Tranquility Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“MergerSub”), EPMC Parent LLC, a Delaware limited liability company, solely in its capacity as representative of the Stockholders pursuant to Article 10 hereof (the “Stockholders’ Representative”), and solely for the purposes of Section 11.17, Golden Gate Private Equity, Inc., a Delaware corporation (“GGPE”).
