0001104659-14-082061 Sample Contracts

Hillenbrand, Inc. Cash Award and Repayment Agreement August 7, 2014
Award and Repayment Agreement • November 19th, 2014 • Hillenbrand, Inc. • Miscellaneous manufacturing industries

Hillenbrand, Inc. (the “Company”) shall pay Kristina Cerniglia (“you”) a cash award equal to $650,000, less applicable taxes (the “Award”), as an inducement to you and in recognition of the forfeiture of outstanding compensation from your previous employer. In the event you terminate employment with the Company without “Good Reason” or you are terminated for “Cause” (as such terms are defined in your employment agreement), you shall repay all or some portion of the Award as follows:

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HILLENBRAND, INC. STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 19th, 2014 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana

This Restricted Stock Unit Award Agreement (this “Agreement”) is effective as of the 7th day of August, 2014 (the “Effective Date”), between Hillenbrand, Inc. (the “Company”) and Kristina Cerniglia (the “Employee”). The Company hereby awards to the Employee, on and subject to the terms and conditions provided herein and in the Hillenbrand, Inc. Stock Incentive Plan (as amended from time to time, the “Plan”) pursuant to which the Award is made, the number of Restricted Stock Units (also referred to in the Plan as shares of Deferred Stock) provided herein, and agrees with the Employee as follows:

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