0000950123-10-108162 Sample Contracts

EMPLOYMENT AGREEMENT Amended and Restated as of November 11, 2008
Employment Agreement • November 23rd, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New Jersey

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 11, 2008 (the “Effective Date”) by and between K-TRON INTERNATIONAL, INC., a New Jersey corporation (“K-Tron”), and KEVIN C. BOWEN (the “Employee”).

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HILLENBRAND, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 23rd, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries

This Non-Qualified Stock Option Agreement (this “Agreement”) by and between HILLENBRAND, INC. (the “Company”) and the Grantee named above (referred to below as “you”) evidences the grant by the Company of a Non-Qualified Stock Option to you on the date stated above (the “Grant Date”) and your acceptance of such Option in accordance with the provisions of the Hillenbrand, Inc. Stock Incentive Plan, as amended from time-to-time (the “Plan”).

HILLENBRAND, INC. STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 23rd, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries

This Restricted Stock Award Agreement (this “Agreement”) is effective as of the _____ day of _____, 20_____, between Hillenbrand, Inc. (the “Company”) and _____ (the “Employee”). The Award of shares of Restricted Stock made herein is a performance based award. The number of shares of Restricted Stock that will ultimately vest free of the restrictions in this Agreement, which will not be determined until the end of the Measurement Period, will depend on the amount of shareholder value created by the Company’s financial performance during the Measurement Period, as compared to the expected amount of shareholder value to be created during the Measurement Period.

HILLENBRAND, INC. STOCK INCENTIVE PLAN PERFORMANCE BASED UNIT AWARD AGREEMENT
Stock Incentive Plan Performance Based Unit Award Agreement • November 23rd, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries

This Performance Based Unit Award Agreement (this “Agreement”) is effective as of the day of , 20 , between Hillenbrand, Inc. (the “Company”) and (the “Employee”). The Award of Performance Based Units made herein is a performance based award of restricted stock units. The number of Units that will ultimately be earned under this Agreement, as well as the number of shares of Common Stock that will be distributed in settling those earned Units, which will not be determined until the end of the Measurement Period, will depend on the amount of shareholder value created by the Company’s financial performance during the Measurement Period, as compared to the expected amount of shareholder value to be created during the Measurement Period.

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