a) "Adverse Proposal" shall mean any (1) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of Company set forth in the Merger Agreement, or (2) the following actions (other than the...Stockholders Agreement • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip • Delaware
1 EXHIBIT 20 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment dated May 11, 1999, amends the Rights Agreement dated as of May 29, 1998 ("Rights Agreement"), between Gradall Industries, Inc., a Delaware corporation (the "Company"), and ChaseMellon...Rights Agreement • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip
1 Exhibit 21 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 10th day of May, 1999, by and between GRADALL INDUSTRIES, INC., a Delaware corporation (the "Company"), and BARRY L. PHILLIPS ("Executive"). WITNESSETH THAT:...Employment Agreement • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip • Ohio
1 EXHIBIT 1 EXECUTION COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip • Delaware
a) "Adverse Proposal" shall mean any (1) proposal or action that would reasonably be expected to result in a breach of any covenant, representation or warranty of Company set forth in the Merger Agreement, or (2) the following actions (other than the...Stockholders Agreement • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip • Delaware
1 EXHIBIT 5 MERRILL LYNCH LETTERHEAD May 10, 1999 Board of Directors Gradall Industries, Inc. 406 Mill Avenue S.W. New Philadelphia, Ohio 44663 Members of the Board of Directors: Gradall Industries, Inc. (the "Company"), JLG Industries, Inc. (the...Gradall Industries Inc • May 18th, 1999 • Construction machinery & equip
1 EXHIBIT 6 GRADALL LETTERHEAD May 18, 1999 Dear Stockholder: I am pleased to inform you that on May 10, 1999, the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the acquisition of the Company by JLG...Gradall Industries Inc • May 18th, 1999 • Construction machinery & equip
1 EXHIBIT 22 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 10th day of May, 1999 by and between GRADALL INDUSTRIES, INC., a Delaware corporation (the "Company") and JOSEPH H. KELLER, JR., (the "Executive")...Employment Agreement • May 18th, 1999 • Gradall Industries Inc • Construction machinery & equip • Ohio
