FORM OF STOCKHOLDERS AGREEMENT of ATKORE INTERNATIONAL GROUP INC. Dated as of [●], 2016Stockholders Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS STOCKHOLDERS AGREEMENT is entered into as of [●], 2016, by and among Atkore International Group Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”) and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
Indemnification Agreement (this “Agreement”), dated as of [●], 2016, by and among Atkore International Group Inc., a Delaware corporation (“AIG”), Atkore International Holdings Inc., a Delaware corporation (“AIH”), Atkore International, Inc., a Delaware corporation (“AII”, and AIG, AIH and AII individually a “Company” and together the “Companies”) and [●] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENT of ATKORE INTERNATIONAL GROUP INC. Dated as of [●], 2016Registration Rights Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This REGISTRATION RIGHTS AGREEMENT is entered into as of [●], 2016, by and among Atkore International Group Inc., a Delaware corporation (and any successor in interest thereto, the “Company”), CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (and any successor in interest thereto, the “CD&R Investor”), any Person who executes a Joinder Agreement in the form of Exhibit A hereto and any Person who becomes a party hereto pursuant to Section 9(d) (such Persons each referred to individually as a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.
Clayton, Dubilier & Rice, LLCAtkore International Group Inc. • May 5th, 2016 • Miscellaneous electrical machinery, equipment & supplies • New York
Atkore International Group Inc. Form of Director Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Director Restricted Stock Unit Agreement (this “Agreement”), dated as of the date set forth on the signature page hereof (the “Grant Date”), between Atkore International Group Inc., a Delaware corporation (the “Company”), and the non-employee director whose name appears on the signature page hereof (the “Director”), is being entered into pursuant to the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used in this Agreement may be found in Section 5 of this Agreement.
Atkore International Group Inc. Form of Employee Stock Option AgreementEmployee Stock Option Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Employee Stock Option Agreement, dated as of the date set forth on the signature page hereof (the “Grant Date”), between Atkore International Group Inc., a Delaware corporation (the “Company”), and the employee whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries (the “Employee”), is being entered into pursuant to the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used in this Agreement may be found in Section 5 of this Agreement.
Atkore International Group Inc. Form of Employee Restricted Stock AgreementEmployee Restricted Stock Agreement • May 5th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Illinois
This Employee Restricted Stock Agreement (this “Agreement”), dated as of the date appearing on the signature page hereof (the “Grant Date”), between Atkore International Group Inc., a Delaware corporation (the “Company”), and the employee whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries (the “Employee”), is being entered into pursuant to the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used in this Agreement may be found in Section 5 of this Agreement.
