APPENDIX A
SHILOH INDUSTRIES, INC.
2019 EQUITY AND INCENTIVE COMPENSATION PLAN
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 Companys business results, (ii) attract and retain
non-employee
Directors, (iii) focus the efforts, actions and
decision-making of such persons on meeting the Companys goals, and (iv) potentially strengthen such persons ownership of and loyalty to the Company.
2.
Definitions.
As used in this Plan:
(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 this Plan.
(c) Base Price means the price
to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.
(d) Board means the Board of Directors of the Company.
(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 Plan.
(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 this Plan.
(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 Board.
(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.
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