SHILOH INDUSTRIES, INC.
2019 EQUITY AND INCENTIVE COMPENSATION
1. Purpose. The purposes of
this Plan are to (i) allow for the potential to link the
compensation of officers and other key employees of the Company and
its Subsidiaries to the Company’s business results,
(ii) attract and retain non-employee Directors,
(iii) focus the efforts, actions and decision-making of such
persons on meeting the Company’s goals, and (iv) potentially
strengthen such persons’ ownership of and loyalty to the
2. Definitions. As used in
(a) “Affiliate” means any corporation,
partnership, joint venture or other entity, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or
under common control with the Company as determined by the
Committee or the Board, as applicable, in its discretion.
(b) “Appreciation Right” means a right
granted pursuant to Section 5 of
(c) “Base Price” means the price to be used
as the basis for determining the Spread upon the exercise of an
(d) “Board” means the Board of Directors of
(e) “Cash Incentive Award” means a cash
award granted pursuant to Section
8 of this Plan.
(f) “Change in Control” has the meaning set
forth in Section 12 of this
(g) “Code” means the Internal Revenue Code
of 1986, as amended from time to time.
(h) “Committee” means the Compensation
Committee of the Board (or its successor(s)), or any other
committee of the Board designated by the Board to administer this
Plan pursuant to Section 10 of
(i) “Common Shares” means the shares of
common stock, par value $0.01 per share, of the Company or any
security into which such common stock may be changed by reason of
any transaction or event of the type referred to in
Section 11 of this Plan.
(j) “Company” means Shiloh Industries, Inc.,
a Delaware corporation, and its successors.
(k) “Date of Grant” means the date specified
by the Committee (or its authorized delegate) on which a grant of
Option Rights, Appreciation Rights, Performance Shares, Performance
Units, Cash Incentive Awards, or other awards contemplated by
Section 9 of this Plan, or a
grant or sale of Restricted Shares, Restricted Stock Units, or
other awards contemplated by Section
9 of this Plan, will become effective (which
date will not be earlier than the date on which the Committee (or
its authorized delegate) takes action with respect thereto).
(l) “Director” means a member of the
(m) “Effective Date” means the date this
Plan is approved by the Shareholders.
(n) “Evidence of Award” means an agreement,
certificate, resolution or other type or form of writing or other
evidence approved by the Committee that sets forth the terms and
conditions of the awards granted under the Plan. An Evidence of
Award may be in an electronic medium, may be limited to notation on
the books and records of the Company and, unless otherwise
determined by the Committee, need not be signed by a representative
of the Company or a Participant.