SHILOH INDUSTRIES INC (Form: 8-K, Received: 08/29/2012 08:06:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________________________________

FORM 8-K

______________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 25, 2011

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 23, 2012

Shiloh Industries, Inc.

(Exact Name of Registrant as Specified in Charter)



Delaware	0-21964	51-0347683


(State of Other	(Commission File No.)	(I.R.S. Employer
Jurisdiction		Identification No.)
of Incorporation)

880 Steel Drive, Valley City, Ohio 44280

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:

(330) 558-2600

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2012, the Company announced that the Board of Directors of the Company (the “Board”) has appointed Ramzi Y. Hermiz as President and Chief Executive Officer effective September 4, 2012 (his “Start Date”). The Board will also nominate Mr. Hermiz for election as a member of the Board at the next annual meeting of the stockholders of the Company.

Mr. Hermiz will succeed Theodore K. Zampetis, who previously announced his plan to retire on December 31, 2012, on his Start Date. Mr. Zampetis will continue as an employee of the Company serving in an advisory capacity to facilitate a smooth transition. Mr. Zampetis will retire from the Company effective December 31, 2012, but will remain a director following his retirement. A copy of the related press release is attached hereto as Exhibit 99.1.

Mr. Hermiz, 47, has extensive senior management experience in the automotive parts industry. Prior to joining the Company, Mr. Hermiz served since 2009 as senior vice president, vehicle safety and protection of Federal-Mogul Corporation (“Federal-Mogul”), a publicly held company that designs, engineers, manufactures and distributes technologies to improve fuel economy, reduce emissions and enhance vehicle safety, and was a member of Federal-Mogul's strategy board since 2005. He served as senior vice president, aftermarket products and services from 2007 to 2009 and senior vice president of sealing systems from 2005 to 2007. Mr. Hermiz held various senior management positions after joining Federal-Mogul in 1998 in connection with its acquisition of Fel-Pro, Inc.

In connection with his hiring, the Company entered into an Offer Letter and Change in Control Agreement, each dated August 23, 2012, with Mr. Hermiz.

Offer Letter

Under the Offer Letter, Mr. Hermiz will be paid an initial base salary of $700,000 per year and will be eligible to participate in the Company's management bonus plan, with an initial target annual bonus opportunity equal to 100% of his base salary. Mr. Hermiz also will be eligible to participate in the employee benefit plans established by the Company for its employees from time to time in accordance with the terms and conditions of those programs and plans as in effect from time to time. Mr. Hermiz's base salary and target annual bonus opportunity are subject to annual review and adjustment by the Company's Compensation Committee, and may be increased but not decreased at that time.

On his Start Date, Mr. Hermiz will be granted a number of shares of restricted stock with a value equal to $700,000. The restricted stock will vest in four equal annual installments of 25% each year on the first four anniversaries of his Start Date and will be subject to the terms and conditions of the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan (the “Plan”) and the related award agreement.

Mr. Hermiz will be eligible to receive future equity grants under the Plan (or any successor plan thereto) as determined by the Compensation Committee. The initial target annual equity grant opportunity

will be equal to 100% of his base salary. The actual grant, if any, for any given year will be based upon the attainment of certain performance criteria established annually by the Compensation Committee. The target annual equity grant opportunity is subject to annual review and adjustment by the Compensation Committee.

On his Start Date, Mr. Hermiz also will be granted a number of shares of restricted stock with a value equal to $117,000 to make him whole for an amount that he would otherwise have received under the terms of a SERP plan maintained by his prior employer. The restricted stock will vest on the first anniversary of his Start Date and will be subject to the terms and conditions of the Plan and the related award agreement.

Mr. Hermiz's primary office will be located in the metropolitan Detroit area. Mr. Hermiz will be provided appropriate lodging in the Cleveland metropolitan area for when he is required to travel to the Company's offices in Valley City, Ohio.

If the Company separates Mr. Hermiz from service (other than for cause), Mr. Hermiz causes a separation from service for good reason or Mr. Hermiz dies or suffers a disability, then the Company will pay Mr. Hermiz a cash severance payment equal to the sum of his annual then-current base salary, any earned but unpaid bonus payment for the previous year, and his target bonus opportunity under the senior management bonus plan for the year during which the separation from service occurs. Mr. Hermiz also will be paid all accrued but unpaid base salary, accrued but unused vacation time and accrued but unpaid business expenses. The severance payment is conditioned on execution of a release of any claims Mr. Hermiz may have against the Company and its subsidiaries. Mr. Hermiz will not receive the severance payment described herein if he is entitled to compensation and benefits under the Change in Control Agreement described below.

The Offer Letter contains a non-compete provision effective during Mr. Hermiz's employment and for 12 months following the date of termination of employment. The Offer Letter also prohibits solicitation of the Company's employees for a period of 12 months following the date of termination of employment.

The above description is a summary of the Offer Letter and should be read in conjunction with the full text of the Offer Letter attached hereto as Exhibit 10.1 and incorporated by reference herein. The grants of restricted stock will be in accordance with the terms of the Restricted Shares Award Agreements included as exhibits to the Offer Letter.

Change in Control Agreement

Under the Change in Control Agreement, if within two years of a Change in Control (as defined in the Change in Control Agreement), Mr. Hermiz's employment is terminated by him for good reason (after expiration of a cure period in favor of the Company) or by the Company for any reason other than cause, death or disability, the Company is required to make a lump sum payment to Mr. Hermiz in an amount equal to the sum of the following:


(i)	2 times Mr. Hermiz's annual base salary at the time of the Change in Control or termination of employment, whichever is higher;


(ii)	2 times Mr. Hermiz's target bonus for the fiscal year in which the Change in Control or termination of employment occurs, whichever is higher;


(iii)	Any unpaid salary through the date of termination and bonuses earned for any completed performance period but not yet paid;


(iv)	A pro-rated portion of Mr. Hermiz's unpaid target bonus for the fiscal year during which termination of employment occurs; and


(v)	Any earned, unused vacation.

The Company also must reimburse Mr. Hermiz for the full cost of any group health continuation coverage that the Company is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) until the earlier of the date that:


(a)	Mr. Hermiz is covered by comparable health coverage offered by another employer or becomes entitled to Medicare benefits (“Alternative Coverage”), or


(b)	is 18 months after the date of termination (the “COBRA Continuation Coverage Period”).

Continuation coverage will be provided under the Company's group health plan pursuant to Mr. Hermiz's election of group health plan continuation coverage under COBRA.

Beginning on the first day of the month after the expiration of the COBRA Continuation Coverage Period and provided that Mr. Hermiz has not obtained Alternative Coverage, the Company will make a monthly payment to Mr. Hermiz in the amount of the monthly COBRA coverage premium in effect under the Company's group health plan on the date the COBRA Continuation Coverage Period began until the earlier of the date that:

(i) Mr. Hermiz becomes covered by Alternative Coverage, or

(ii) is 24 months after the date of termination of Mr. Hermiz's employment.

All equity incentive awards held by Mr. Hermiz will become fully vested and exercisable on a Change in Control, whether or not his employment is terminated.

If payments to Mr. Hermiz trigger excise taxes under the provisions of the tax code governing parachute payments, the payments to be made to Mr. Hermiz as a result of the Change in Control will be reduced to the extent necessary to prevent the payments from being subject to the excise tax, but only if by reason of the reduction, the after-tax benefit of the reduced payments to Mr. Hermiz exceeds the after-tax benefit if such reduction was not made.

In addition, if a Change in Control occurs and not more than 180 days prior to the Change in Control Mr. Hermiz's employment is terminated by the Company, without cause, the termination is deemed a termination after the Change in Control if Mr. Hermiz reasonably demonstrates that the termination was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or otherwise arose in connection with or in anticipation of a Change in Control.

If Mr. Hermiz receives the lump sump payment discussed above, the Change in Control Agreement contains a non-compete provision effective for 24 months following the date of termination of employment. The Change in Control Agreement also prohibits solicitation of the Company's employees for a period of 24 months following the date of termination of employment.

Mr. Hermiz must execute a release in favor of the Company in order to receive benefits under the Change in Control Agreement.

The above description is a summary of the Change in Control Agreement and should be read in conjunction with the full text of the Change in Control Agreement attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


10.1	Offer Letter, dated as of August 23, 2012, between the Company and Ramzi Y. Hermiz


10.2	Change of Control Agreement, dated as of August 23, 2012, between the Company and Ramzi Y. Hermiz


99.1	Press release, dated August 29, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: August 29, 2012	SHILOH INDUSTRIES, INC. By: /s/ Thomas M. Dugan Name:Thomas M. Dugan Title:Vice President Finance and Treasurer

Shiloh Industries, Inc.

880 Steel Drive

Valley City, Ohio 44280

August 23, 2012

Ramzi Y. Hermiz

15992 Cog Hill Drive

Northville, MI 48168

Re: Offer Letter

Dear Ramzi:

It is with great pleasure that I confirm in writing an offer of employment with Shiloh Industries, Inc. (the “Company”), in the position of President and Chief Executive Officer, reporting to the Company's Board of Directors, with duties and responsibilities commensurate with this position. In addition, the Board of Directors (or its nominating committee) will nominate you for election as a member of the Company's Board of Directors.

Base Salary: Your initial base salary will be $700,000 per year, less all applicable deductions required by law, which shall be payable in regular installments consistent with the Company's payroll practices in effect from time to time. Your base salary is subject to annual review and adjustment by the Compensation Committee of the Board of Directors, and may be increased but not decreased at that time. Your base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”

Annual Bonus: You will be eligible to participate in the Company's management bonus plan, with an initial target annual bonus opportunity equal to 100% of your Base Salary. The actual payout, if any, for any given year will be based upon the attainment of certain performance criteria mutually developed annually by the Compensation Committee and management and will be pro rated for any partial year. The Compensation Committee will solely determine if the performance criteria have been satisfied. Your target annual bonus opportunity, like your Base Salary, is subject to annual review and adjustment by the Compensation Committee, and may be increased but not decreased at that time.

SERP Make Whole: The Company recognizes that by accepting employment with the Company, you will lose $117,000 that you would otherwise expect to receive under the terms of the SERP plan maintained by your current employer. As a result, you will be granted on your start date a number of shares of restricted stock with a value (based on the closing price of the Company's common stock on your start date) equal to $117,000. The restricted stock will vest on the first anniversary of your start date and will be subject to the terms and conditions of the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan (the “Plan”) and the related award agreement. The award agreement for this award will be in substantially the form attached as Exhibit A hereto.

Equity Awards: In addition, you will be granted on your start date a number of shares of restricted stock with a value (based on the closing price of the Company's common stock on your start date) equal to $700,000. The restricted stock will vest in four equal annual installments of 25% each year on the first four anniversaries of your start date and will be subject to the terms and conditions of the Plan and the related award agreement. The award agreement for this initial award will be in substantially the form attached as Exhibit B hereto. You will be eligible to receive future equity grants under the Plan (or any successor plan thereto) as determined by the Compensation Committee, subject to the terms and the conditions of such plans and to the Company's ability to amend and modify such plans. The initial target annual equity grant opportunity will be equal to 100% of your Base Salary. The actual grant, if any, for any given year will be based upon the attainment of certain performance criteria established annually by the Compensation Committee. Your target annual equity grant opportunity, like your Base Salary, is subject to annual review and adjustment by the Compensation Committee.

Benefits: You will be eligible to participate in the employee benefit plans established by the Company for its employees from time to time in accordance with the terms and conditions of those programs and plans as in effect from time to time. You will be entitled to paid time off in accordance with the terms of the Company's paid time off policy. However, notwithstanding anything to the contrary elsewhere, you will be entitled to a minimum of four (4) weeks of paid vacation per year.

Location of Office: Your primary office shall be located in the metropolitan Detroit area. The Company will provide you with an appropriate office at one of its metropolitan Detroit facilities and office staff assistance. It is understood that you will be required to travel to the Company's offices in Valley City, Ohio and its other locations, as well as other business travel, in connection with the performance of your duties. The reasonable cost of any such travel shall be paid by the Company.

Appropriate lodgings will be provided to you by the Company in the metropolitan Cleveland area. It is presumed that this will be in the form of an apartment rented by the Company for your use. However, the best course of action in this regard will be determined by the parties following the start of your employment.

Expense Reimbursement: You shall be reimbursed for all appropriate business expenses incurred in connection with the performance of your duties in accordance with the Company's policy and procedures for reimbursement.

Insurance: To the extent permitted by applicable law, during and after your employment, the Company agrees to continue and maintain a directors' and officers' liability insurance policy covering you on terms and conditions no less favorable to you in any respect than the coverage then being provided to any other present or former director or senior executive of the Company.

Change in Control Benefits. You and the Company are executing a Change in Control Agreement, dated as of the date hereof and effective as of your start date (the “Change in Control Agreement”), that will provide you with compensation and benefits in the event of a change in control of the Company, subject to your satisfaction of the terms and conditions of the Change in Control Agreement.

Severance. If the Company separates you from service for Cause or you cause a separation without Good Reason, the Company will pay you for all accrued but unpaid Base Salary, accrued but unused vacation time, any earned but unpaid bonus payment for the previous year, and accrued but unpaid business expenses. If the Company separates you from service (other than for Cause), you cause a separation from service for Good Reason or you die or suffer a Total Disability, then in addition to the payments outlined above, the Company will pay to you a cash severance payment equal to the sum of your annual then-current Base Salary, any earned but unpaid bonus payment for the previous year, and your target bonus opportunity under the senior management bonus plan for the year during which the separation from service occurs (calculated as if the bonus was fully earned at target level (i.e., 100% of annual base salary) and presuming all goals and conditions for the bonus at target level are fully satisfied). The severance payment will be paid in lump sum within 60 days of your separation from service. Such payment is conditioned on your execution and the effectiveness of a release of any claims you may have against the Company and its subsidiaries substantially in the form attached hereto as Exhibit C. When used in this letter agreement, the terms “Cause” and “Total Disability” shall have the meanings ascribed to them in the Change in Control Agreement, and the term “Good Reason” shall have the meaning ascribed to it in the Change in Control Agreement, except that all references in such definition of Good Reason to the time or date of the change in control shall be read as references to your start date. You will not receive the severance payment described herein if you are entitled to compensation and benefits under the Change in Control Agreement, it being acknowledged that there shall be no duplication of benefits under this letter agreement and the Change in Control Agreement.

Contingencies. Consistent with the Company's policies for all of its personnel, this offer (and any benefits hereunder) is contingent upon a Company-paid drug screening test, as well as a background check, the results of which must be negative and received prior to your start date.

Restrictive Covenant. During the course of your service with the Company, you will gain access to or knowledge of, or work on the development or creation of, confidential and proprietary information, including: (a) supplier and

customer lists and supplier and customer-specific information; (b) marketing plans and proposals; (c) product and process designs, formulas, processes, plans, drawings and concepts; (d) research and development data and materials, including those relating to the research and development of products, materials or manufacturing and other processes; (e) financial and accounting records; and (f) other information with respect to the Company and its subsidiaries which if divulged to the Company's competitors would impair the Company's ability to compete in the marketplace (such information is collectively referred to as “Proprietary Information”).

You agree that during your service with the Company and for a period of 12 months following separation from service, you will not directly or indirectly engage in any activity, whether on your own behalf or as an employee, consultant or independent contractor of any other person or entity which competes with the Company within the United States, Canada, Mexico or any other country, for the development, production or sale of any product, material or process to be sold, produced or used by the Company during the course of your service with the Company, including any product, material or process which may be under development by the Company during the course of your service with the Company and of which you gain knowledge.

You agree and acknowledge that the non-competition covenant set forth above will not impose undue hardship on you and is reasonable in both geographic scope and duration in view of: (a) the Company's legitimate interest in protecting its Proprietary Information, the disclosure of which to the Company's competitors would substantially and unfairly impair the Company's ability to compete in the marketplace or substantially and unfairly benefit the Company's competitors; (b) the specialized training that will be provided to you by the Company and the experience gained by you during the course of your service with the Company; (c) the fact that the services rendered by you on behalf of the Company are specialized, unique and extraordinary; and (d) the fact that the Company directly competes within the United States, Canada, Mexico and other countries in the sale, production and development of products, materials or processes. You acknowledge that the Company would be unwilling to make an offer of employment without the covenants provided herein.

You shall not disclose or divulge Proprietary Information to any person or entity at any time during the course of your service with the Company or at any time thereafter, except as may be required in the ordinary course and good-faith performance of your service with the Company. At the time of your separation from service with the Company for any reason, or at such time as the Company may request, you shall promptly deliver or return, without retaining any copies, all Proprietary Information in your possession or control, whether in the form of computer-generated documents or otherwise, and, pursuant to the Company's instructions, shall erase, destroy or return all stored data, whether stored on computer or otherwise, and shall not attempt to use or restore any such data.

For a period of 12 months following your separation from service, you will not employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Company or its subsidiaries to leave his or her employment and become an employee, consultant or representative of any other entity, including but not limited to your new employer, if any.

The non-competition and disclosure covenants set forth above are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law. A breach by you of the provisions set forth in this section will cause the Company great and irreparable injury and damage. Therefore, the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of this section by you. This paragraph shall not, however, be construed as a waiver of any of the rights which the Company may have for damages or otherwise.

At-Will Statement: You will be employed on an at-will basis meaning you or the Company can terminate the employment relationship at any time. No statement in this letter agreement or otherwise shall be construed as a contract of employment or guarantee of continued employment for a definite period of time unless such intention is clearly set forth in a document signed by an officer of the Company (other than you).

Miscellaneous. This letter agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Ohio without regard to the conflicts of laws principles thereof.

Acceptance: Your signature below acknowledges that you have read and understand and agree to the terms and conditions of this letter. You also agree that your start date will be September 4, 2012. This offer letter will expire if not executed by you and returned to the undersigned prior to 11:59 p.m. E.D.T. on August 23, 2012.

Sincerely,

SHILOH INDUSTRIES, INC.

By: /s/ Curtis E. Moll

Curtis E. Moll, Chairman of the

Board of Directors

/s/ Ramzi Y. Hermiz August 23, 2012

Name:Ramzi Y. Hermiz Date Signed

EXHIBIT A

Restricted Shares Award Agreement

Under the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan

Shiloh Industries, Inc. (the “ Company ”) hereby issues to the Participant an award (the “ Award ”) of Restricted Shares (the “ Restricted Shares ”). The Restricted Shares shall be subject to the restrictions and other terms and conditions set forth in the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan (the “ Plan ”) and those set forth in this Agreement, including the Terms and Conditions of Restricted Shares Award attached hereto as Exhibit A (collectively, the “ Agreement ”). Any capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Plan.

Award of Restricted Shares:

Participant Name: Ramzi Y. Hermiz

Address: 15992 Cog Hill Drive, Northville, MI 48168

Number of Restricted Shares:

Grant Date: September 4, 2012

Vesting: Subject to the forfeiture and acceleration provisions in this Agreement and the Plan, the Restricted Shares will vest according to the following schedule:

The Restricted Shares will vest on the first anniversary of the date hereof.

The Participant, by signing below, acknowledges and agrees that the Restricted Shares are granted under and governed by the terms, and subject to the conditions, of this Agreement, including the Terms and Conditions of Restricted Shares Award attached hereto as Exhibit A , and the Plan.


Participant	Shiloh Industries, Inc.

_______________________ By: ______________________

Name: Ramzi Y. Hermiz Title: ______________________

Date: ______________________

_______________________

Date

Exhibit A

Terms and Conditions of Restricted Shares Award

1. Condition to the Participant's Rights Under this Agreement . This agreement shall not become effective, and the Participant shall have no rights with respect to the Award or the Restricted Shares, unless and until the Participant has fully executed this Agreement.

2. Vesting . Subject in each case to the Participant's Continuous Service Status on each applicable vesting date, the Restricted Shares awarded under this Agreement shall vest and the restrictions set forth herein shall lapse in accordance with the schedules set forth herein unless, prior to any vesting date set forth herein, the applicable Restricted Shares are forfeited or have become subject to accelerated vesting under the terms and conditions of the Plan. In addition, the Restricted Shares awarded under this Agreement shall vest upon a Change in Control of the Company.

3. Termination of Continuous Service Status . If the Participant's Continuous Service Status (a) terminates due to death or Total Disability, (b) is terminated by the Company without Cause or (c) is terminated by the Participant with Good Reason, then all Restricted Shares that are not vested at the time of such termination shall become immediately vested in full upon such termination. If the Participant's Continuous Service Status terminates for any other reason, then all Restricted Shares that are not vested at the time of such termination shall be automatically and immediately forfeited for no consideration.

4. Restricted Shares Non-Transferable . The Participant shall not directly or indirectly sell, transfer, pledge, assign or otherwise encumber unvested Restricted Shares or any interest in them, or make any commitment or agreement to do any of the foregoing, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order (as defined in the Code or the Employment Retirement Income Security Act of 1974, as amended). The Participant may transfer the unvested Restricted Shares during the Participant's lifetime to one or more members of the Participant's family, to one or more trusts for the benefit of one or more of the Participant's family, or to a partnership or partnerships of members of the Participant's family for no consideration, or to a charitable organization as defined in Section 501(c)(3) of the Code, but only if the transfer would not result in the loss of any exemption under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, with respect to the Restricted Shares. The transferee of the unvested Restricted Shares will be subject to all restrictions, terms and conditions applicable to the unvested Restricted Shares prior to their transfer, except that the unvested Restricted Shares will not be further transferable by the transferee other than by will or by the laws of descent and distribution.

5. Certificate; Book Entry Form; Legend .

(a) Shares representing the Participant's Restricted Shares shall be issued either (i) in certificate form or (ii) in book entry or electronic form, registered in the name of the Participant, with legends, or notations, as applicable, referring to the terms, conditions, and restrictions set forth in this Agreement. Such Restricted Shares shall be held by the Company in custody for the Participant, until they are either forfeited by the Participant or are surrendered and exchanged for unrestricted Common Shares pursuant to this Section. Upon the vesting of any Restricted Shares, the Company shall, as applicable, either remove the notations on any such Restricted Shares issued in book-entry form or deliver to the

Participant a stock certificate representing a number of Common Shares, free of the restrictive legend described in this Section, equal to the number of Restricted Shares that have vested. If certificates representing such Restricted Shares shall have theretofore been delivered to the Participant, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended Common Shares.

6. Rights of a Shareholder; Dividends . The Participant shall be entitled to all rights of a shareholder of the Company with respect to the Restricted Shares held by such Participant, including, without limitation, the right to vote such shares and receive all dividends and other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or distributions paid in Common Shares on unvested Restricted Shares shall be subject to the same vesting and transfer restrictions and other terms and conditions as the unvested Restricted Shares with respect to which they were paid.

7. Repayment . Any benefits the Participant may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Shares are traded, as may be in effect from time to time.

8. Definitions .

(a) “ Change in Control ” means the occurrence of any of the following events:

(i) The acquisition, directly or indirectly, in one or more transactions, by any individual, person or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act), individually or in the aggregate, of thirty-five percent (35%) or more of either the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or the then combined voting power of the Company's outstanding voting securities entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Agreement the following acquisitions shall not constitute, or be deemed to cause a Change in Control of the Company: (A) any acquisition directly or indirectly, individually or in the aggregate by any one or more of the following entities: MTD Products Inc., MTD Holdings Inc., any subsidiaries or related parties thereof or any employee benefit plan sponsored thereby (collectively, the “MTD Entities” or individually a “MTD Entity”); (B) any increase in such percentage ownership of such Person to thirty-five percent (35%) or more resulting solely from any acquisition of shares directly by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below;

(ii) A change in the composition of the Board as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either: (A) are directors of the Company as of the Effective Date; (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors of the Company who are Incumbent Directors described in (A) above at the time of such election or nomination; or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors of the Company who are Incumbent Directors described in (B) above at the time of such election or nomination. Notwithstanding the foregoing, “Incumbent Directors” shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the

election of directors to the Company;

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) the MTD Entities or a MTD Entity, individually or in the aggregate, or all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination (including a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person (excluding a MTD Entity or MTD Entities, individually or in the aggregate, any corporation resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, individually or in the aggregate, fifty percent (50%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of the complete liquidation or dissolution of the Company.

(b) “ Cause ” shall have the same meaning ascribed to such term in any employment agreement, offer letter, other employment arrangement or change in control agreement between the Company (or any Affiliate) and the Participant. If no such agreement or arrangement applies to the Participant or if any such agreement or arrangement that applies to the Participant does not define Cause, then “Cause” shall mean:

(i) failure of the Participant to perform the duties required of the Participant pursuant to his or her employment agreement or otherwise applicable to the Participant in connection with his or her employment in a manner satisfactory to the Company, in its sole discretion; provided, however, for purposes of this subparagraph (i), Cause will not exist unless the Company first gives the Participant written notice (“Notice of Deficiency”). The Notice of Deficiency shall specify the deficiencies in the Participant's performance of his or her duties. The Participant shall have a period of thirty (30) days, commencing on receipt of the Notice of Deficiency, in which to cure the deficiencies contained in the Notice of Deficiency. In the event the Participant does not cure the deficiencies to the satisfaction of the Company, in its sole discretion, within such thirty (30) day period (or if during such thirty (30) day period the Company determines that the Participant is not making reasonable, good faith efforts to cure the deficiencies to the satisfaction of the Company), then a termination by the Company as a result of such deficiencies will be for Cause;

(ii) any dishonesty by the Participant in the Participant's dealings with the Company, the commission of fraud by the Participant, negligence in the performance of the duties of the Participant, insubordination, willful misconduct, or the conviction (or plea of guilty or nolo contendere) of the Participant of, or indictment or charge with respect to, any felony, or any other crime

involving dishonesty or moral turpitude;

(iii) any violation of any non-competition, non-solicitation, non-disclosure or confidentiality covenant or similar restriction applicable to the Participant; or

(iv) any violation of any current or future material published policy of the Company or its Affiliates (material published policies include, but are not limited to, the Company's discrimination and harassment policy, management dating policy, responsible alcohol policy, insider trading policy and security policy).

(c) “ Continuous Service Status ” means the absence of any interruption or termination of service as an employee. Continuous Service Status shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or their respective successors.

(d) “ Good Reason ” shall have the same meaning ascribed to such term in any employment agreement, offer letter, other employment arrangement or change in control agreement between the Company (or any Affiliate) and the Participant. If no such agreement or arrangement applies to the Participant or if any such agreement or arrangement that applies to the Participant does not define Good Reason, then “Good Reason” shall mean one or more of the following occurs without the consent of the Participant (which consent the Participant shall be under no obligation to give):

(i) a significant diminution in the Participant's responsibilities or authority in comparison with the responsibilities or authority the Participant had at or about the date hereof, other than any diminution in the Participant's responsibilities solely as a result of the fact that the entity for which the Participant is providing services no longer has securities that are listed or publicly traded (such as the elimination of any responsibility for Securities and Exchange Commission reporting or investor relations activities);

(ii) the assignment of the Participant to duties that are inconsistent with the duties assigned to the Participant on the date hereof, and which duties the Company persists in assigning to the Participant for a period of fifteen (15) days following the prompt written objection of the Participant;

(iii) (A) a reduction in the Participant's base salary or incentive or bonus opportunity as a percentage of base salary, (B) a material reduction in group health, life, disability or other insurance programs (including any such benefits provided to the Participant's family) or pension, retirement or profit-sharing plan benefits (other than pursuant to a general amendment or modification affecting all plan-covered employees), (C) the establishment of criteria or factors to be achieved for the payment of incentive or bonus compensation that are substantially more difficult than the criteria or factors established for other similarly situated executive officers or key employees of the Company, (D) the failure to promptly pay the Participant any incentive or bonus compensation to which the Participant is entitled through the achievement of the criteria or factors established for the payment of such incentive or bonus compensation, (E) the exclusion of the Participant from any plan, program or arrangement in which similarly situated executives or key employees of the Company are included, or (F) a material breach by the Company of the terms of this Agreement or any other material written agreement

between the Company and the Participant; or

(iv) the Company requires the Participant to be based at or generally work from any location more than fifty (50) miles from the Company's headquarters in Valley City, Ohio.

(e) “Total Disability” shall be deemed to occur on the one hundred eightieth (180 ^th ) consecutive day, or on the one hundred eightieth (180 ^th ) non-consecutive calendar day within any twelve (12) month period, that the Participant is unable to perform the duties commensurate with the Participant's position with the Company because of any physical or mental illness or disability.

9. Miscellaneous Provisions .

(a) Incentive Plan . The Restricted Shares are granted under and subject to the terms and conditions of the Plan, which is incorporated herein and made part hereof by this reference. In the event of a conflict between the terms of the Plan and this Agreement, the terms of the Plan, as interpreted by the Board or the Committee, shall govern. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content.

(b) Entire Agreement . This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(c) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

EXHIBIT B

Restricted Shares Award Agreement

Under the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan

Award of Restricted Shares:

Participant Name: Ramzi Y. Hermiz

Address: 15992 Cog Hill Drive, Northville, MI 48168

Number of Restricted Shares:

Grant Date: September 4, 2012

Vesting: Subject to the forfeiture and acceleration provisions in this Agreement and the Plan, the Restricted Shares will vest according to the following schedule:

The Restricted Shares will vest in four equal annual installments of 25% each year on the first four anniversaries of the date hereof.


Participant	Shiloh Industries, Inc.

_______________________ By: ______________________

Name: Ramzi Y. Hermiz Title: ______________________

Date: ______________________

_______________________

Date

Exhibit A

Terms and Conditions of Restricted Shares Award

1. Condition to the Participant's Rights Under this Agreement . This Agreement shall not become effective, and the Participant shall have no rights with respect to the Award or the Restricted Shares, unless and until the Participant has fully executed this Agreement.

5. Certificate; Book Entry Form; Legend .

representing such Restricted Shares shall have theretofore been delivered to the Participant, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended Common Shares.

8. Definitions .

(a) “ Change in Control ” means the occurrence of any of the following events:

(iv) Approval by the stockholders of the Company of the complete liquidation or dissolution of the Company.

(iii) any violation of any non-competition, non-solicitation, non-disclosure or confidentiality covenant or similar restriction applicable to the Participant; or

(iv) the Company requires the Participant to be based at or generally work from any location more than fifty (50) miles from the Company's headquarters in Valley City, Ohio.

9. Miscellaneous Provisions .

(c) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

EXHIBIT C

Form of Release of Claims and Covenant Not to Sue

In consideration of the promises and other benefits being exchanged between Shiloh Industries, Inc., a Delaware corporation (the “Company”), and Ramzi Y. Hermiz (“Executive”) in accordance with the terms set forth below, the parties agree as follows:

1) The Executive, on his/her own behalf and on behalf of Executive's representatives, agents, heirs, executors, administrators and assigns, waives, releases, discharges and promises never to assert any and all claims, demands, actions, costs, rights, liabilities, damages or obligations of every kind and nature, whether known or unknown, suspected or unsuspected that Executive ever had, now has or might have as of the date of Executive's termination of employment with the Company against the Company or its predecessors, parent, affiliates, subsidiaries, stockholders, owners, directors, officers, employees, agents attorneys, insurers, successors, or assigns (including all such persons or entities that have a current and/or former relationship with the Company) for any claims arising from or related to Executive's employment with the Company, its parent or any of its affiliates and subsidiaries and the termination of that employment.

These claims include, but are not limited to: any and all claims, causes of action, suits, claims for attorneys' fees, damages or demand; all claims of discrimination, on any basis, including, without limitation, claims of race, sex, age, ancestry, national origin, religion and/or disability discrimination; any and all claims arising under federal, state and/or local statutory, or common law, such as, but not limited to, Title VII of the Civil Rights Act, as amended, including the amendments to the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, any State laws against discrimination; any and all claims arising under any other state and/or local anti-discrimination statute or any other federal, state or local constitution, law, regulation or ordinance governing the terms and conditions of employment or the termination of employment; and the law of contract and tort; and any and all claims, demands and causes of action, including, but not limited to, breach of public policy, unjust discharge, wrongful discharge, intentional or negligent infliction of emotional distress, misrepresentation, negligence or breach of contract. The Executive further waives, releases, and promises never to assert any such claims, even if the Executive presently believes he has no such claims.

Executive also agrees that Executive will not initiate or pursue any complaint or charge against the Company, its affiliates or any of the released parties identified above with any local, state or federal agency or court for the purpose of recovering damages on Executive's own behalf for any claims of any type Executive might have against the Company based on any act or event occurring on or before the effective date of this release, including claims based on future effects of any past acts. Additionally, Executive agrees not to accept any individualized relief arising out of suits brought by any other party on Executive's behalf. Executive also represents that Executive has not filed or initiated any such complaint or charge against the Company or any Company affiliate or released party, and Executive acknowledges that the Company is relying on such representations in entering into the Agreement with Executive.

Executive understands that the claims Executive is releasing do not include rights or claims which may arise out of acts occurring after the effective date of this release which do not in any way relate to the facts and circumstances of this release or Executive's employment relationship with the Company.

Executive also understands that the above provisions do not preclude Executive from instituting an action to enforce the terms of the offer letter, dated August 23, 2012, between these same parties, or from

challenging the validity of such offer letter.

Furthermore, the Executive acknowledges that this waiver and release is knowing and voluntary and that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive acknowledges that there may exist facts or claims in addition to or different from those which are now known or believed by Executive to exist. Nonetheless, this Agreement extends to all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or present.

2) The Executive further acknowledges that he has been advised by this writing that:


•	Executive should consult with an attorney prior to executing this release;


•	Executive has at least twenty-one (21) days within which to consider this release;

•

Executive has up to seven (7) days following the execution of this release, to revoke the release; and to revoke, Executive must deliver to the Company a written statement of revocation by hand-delivery or registered/certified mail, return receipt requested. To be effective the Company must receive this revocation by the close of business on the seventh (7 ^th ) day after execution of this release; and


•	this release shall not be effective until such seven (7) day revocation period has expired.

Executive agrees that the release set forth above shall be and remain in effect in all respects as a complete general release as to the matters released.

3) The Executive will not at any time publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Company, its predecessors, parent, affiliates, subsidiaries, stockholders, owners, directors, officers, employees, agents attorneys, insurers, successors, or assigns (including all such persons or entities that have a current and/or former relationship with the Company). No member of the Board of Directors of the Company and no person or entity authorized by the Board of Directors to speak on behalf of the Company shall publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged. Notwithstanding the foregoing, nothing in this Agreement shall be construed to preclude truthful disclosures in response to lawful process as required by applicable law, regulation, or order or directive of a court, governmental agency or regulatory organization.

EXECUTIVE SHILOH INDUSTRIES, INC.

Name: _________________________ By: _________________________

Date: _________________________ Date: _______________________

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into as of August 23, 2012 effective as of the Effective Date (as defined below), by and between Ramzi Y. Hermiz (the “Executive”) and Shiloh Industries, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interest of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive notwithstanding the possibility or occurrence of a Change in Control (as defined below) of the Company;

WHEREAS, the Board believes that it is desirable to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a potential and possible Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any Change in Control; and

WHEREAS, the Board also believes that it is desirable to provide the Executive with compensation and benefits in the event that there is a Change in Control and the Executive separates from service with the Company on or after a Change in Control under the circumstances described in this Agreement;

NOW, THEREFORE, in consideration of the premises and the respective agreements contained herein and other good and valuable consideration, the receipt of which are mutually acknowledged, the Executive and the Company, intending to be legally bound, hereby agree as follows:

1. Definitions . The following definitions shall apply for all purposes under this

Agreement:

(a) Cause . “Cause” shall mean any of the following that occur on or after the

Effective Date:

(i) A material breach by the Executive of this Agreement or of any other agreement then in effect between the Executive and the Company;

(ii) The Executive's conviction of or plea of “guilty” or “no contest” to a felony under the laws of the United States or any state thereof;

(iii) Any material violation or breach by the Executive of the Company's Code of Business Conduct and Ethics as in effect immediately prior to the Change in Control, as determined by the Board; or

(iv) The Executive's willful and continued failure to substantially perform the duties associated with the Executive's position (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), which failure has not been cured within thirty (30) days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties.

(b) Change in Control . “Change in Control” means the occurrence of any of the following events commencing on the Effective Date hereof (“Change in Control Period”):

individually or in the aggregate, of thirty-five percent (35%) or more of either the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or the then combined voting power of the Company's outstanding voting securities entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Section 1(a)(i) the following acquisitions shall not constitute, or be deemed to cause a Change in Control of the Company: (A) any acquisition directly or indirectly, individually or in the aggregate by any one or more of the following entities: MTD Products Inc., MTD Holdings Inc., any subsidiaries or related parties thereof or any employee benefit plan sponsored thereby (collectively, the “MTD Entities” or individually a “MTD Entity”); (B) any increase in such percentage ownership of such Person to thirty-five percent (35%) or more resulting solely from any acquisition of shares directly by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of Section 1(b)(iii) below;

(iv) Approval by the stockholders of the Company of the complete liquidation or dissolution of the Company.

(c) Good Reason . “Good Reason” means one or more of the following occurs without the consent of the Executive (which consent the Executive shall be under no obligation to give):

(i) a significant diminution in the Executive's responsibilities or authority in comparison with the responsibilities or authority the Executive had at or about the time of the Change in Control, other than any diminution in the Executive's responsibilities solely as a result of the fact that the entity for which the Executive is providing services no longer has securities that are listed or publicly traded (such as the elimination of any responsibility for Securities and Exchange Commission reporting or investor relations activities);

(ii) the assignment of the Executive to duties that are inconsistent with the duties assigned to the Executive on the date on which the Change in Control occurred, and which duties the Company persists in assigning to the Executive for a period of fifteen (15) days following the prompt written objection of the Executive;

(iii) (A) a reduction in the Executive's base salary or incentive or bonus opportunity as a percentage of base salary, (B) a material reduction in group health, life, disability or other insurance programs (including any such benefits provided to the Executive's family) or pension, retirement or profit-sharing plan benefits (other than pursuant to a general amendment or modification affecting all plan-covered employees), (C) the establishment of criteria or factors to be achieved for the payment of incentive or bonus compensation that are substantially more difficult than the criteria or factors established for other similarly situated executive officers or key employees of the Company, (D) the failure to promptly pay the Executive any incentive or bonus compensation to which the Executive is entitled through the achievement of the criteria or factors established for the payment of such incentive or bonus compensation, (E) the exclusion of the Executive from any plan, program or arrangement in which similarly situated executives or key employees of the Company are included, or (F) a material breach by the Company of the terms of this Agreement or any other material written agreement between the Company and the Executive;

(iv) (A) the Company requires the Executive to be based at or generally work from any location more than fifty (50) miles outside of the metropolitan Detroit area or (B) if the Company and the Executive have previously agreed that the Executive will be based at or generally work from the Company's headquarters in Valley City, Ohio, the Company requires the Executive to be based at or generally work from any location more than fifty (50) miles from such headquarters; or

(v) the failure of any successor to the Company to expressly adopt this Agreement as provided in Section 5(a).

(d) Separates from Service . The phrase “separates from service with the Company” and similar phrases mean the Executive's Separation from Service, as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder; provided, however, that such Separation from Service with the Company is not as a result of the Executive's death, retirement or disability (as defined in Code Section 409A).

(e) Total Disability . “Total Disability” shall be deemed to occur on the one hundred eightieth (180 ^th ) consecutive day, or on the one hundred eightieth (180 ^th ) non-consecutive calendar day within any twelve (12) month period, that the Executive is unable to perform the duties commensurate with the Executive's position with the Company because of any physical or mental illness or disability.

(f) Post Change in Control Period . “Post Change in Control Period” means the twenty-four (24) month period commencing on the date of a Change in Control under this Agreement and ending on the second anniversary of such Change in Control.

(g) For purposes of this Agreement, “Affiliate” and “control” shall have the respective

meanings assigned to such terms in Rule 12b-2 promulgated under the Exchange Act.

2. Severance Payment and Other Benefits .

(a) Eligibility for Severance Payment . The Executive shall be entitled to receive the severance payment set forth in Section 2(c) (the “Severance Payment”) and benefits set forth in this Section 2 from the Company if a Change in Control occurs and during the Post Change in Control Period:

(i) The Executive separates from service with the Company within six (6) months after the occurrence of an event constituting Good Reason; provided that separation from service for Good Reason will not be effective unless and until the Company has first been given written notice by the Executive of the circumstance purporting to constitute Good Reason and the Company has failed to cure that conduct or omission within thirty (30) days following receipt of that notice; or

(ii) The Company separates the Executive from service with the Company for any reason other than Cause, death or Total Disability.

(b) Separation from Service Prior to a Change in Control . Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and not more than 180 days prior to the date on which the Change in Control occurs the Company separates the Executive from service with the Company, such separation from service will be deemed to be a separation from service after a Change in Control for purposes of this Agreement if the Executive has reasonably demonstrated that such separation from service (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control.

(c) Severance Payment . Upon the Executive becoming eligible for the Severance Payment as provided above, the Company shall pay to the Executive a lump sum in cash equal to the sum of (i) 2 times the Executive's annual base salary at the time of (A) the Change in Control or (B) separation from service, whichever is higher, plus (ii) 2 times the Executive's target bonus for the fiscal year in which the Change in Control or separation from service occurs (calculated as if the bonus was fully earned at target level (i.e., 100% of annual base salary) and presuming all goals and conditions for the bonus at target level are fully satisfied), whichever is higher, on the sixtieth day following the effective date of the Executive's separation from service (the “Payment Date”).

(d) Accrued Compensation . In addition to the Severance Payment provided above, the Executive will also receive on the Payment Date, a lump cash payment for:

(i) Any accrued and unpaid salary through the date of separation from service and/or bonuses earned for any completed performance period but not yet paid;

(ii) A pro-rated portion of the Executive's target bonus for the fiscal year during which separation from service occurred, less any portion of the Executive's target bonus for that fiscal year previously paid ; and

(iii) Any earned, unused vacation.

(e) Other Compensation Programs . Except as provided in Section 7(c), separation from service as described in this Section 2 will not affect any rights that the Executive may have pursuant to any other agreement, policy, plan, program or arrangement of the Company providing for benefits, which rights will be governed by the terms thereof.

(f) Health Coverage . If the Executive is entitled to the Severance Payment under Section 2(a), the Company shall either reimburse the Executive for the full cost of any group health continuation coverage that the Company is otherwise required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) until the earlier of the date that:

(A) The Executive becomes covered by comparable health coverage offered by another employer or becomes entitled to Medicare benefits (“Alternative Coverage”), or

(B) Is eighteen (18) months after the date of termination of the Executive's employment (the “COBRA Continuation Coverage Period”).

Continuation coverage will be provided under the Company's group health plan pursuant to the Executive's election of group health plan continuation coverage under COBRA. The date of the Executive's termination of employment from the Company shall be the date of the Executive's qualifying event for purposes of determining the period of entitlement to COBRA coverage. The maximum period of time that the Executive will be eligible to continue coverage under the Company's group health plan following the Executive's termination of employment from the Company will be determined under COBRA.

Beginning on the first day of the month after the expiration of the COBRA Continuation Coverage Period and provided that the Executive has not obtained Alternative Coverage, the Company shall make a monthly payment to the Executive in the amount of the monthly COBRA coverage premium in effect under the Company's group health plan on the date the COBRA Continuation Coverage Period began until the earlier of the date that:

(i) The Executive becomes covered by Alternative Coverage, or

(ii) Is twenty-four (24) months after the date of termination of the Executive's employment.

All reimbursement payments shall be taxable to the Executive.

(g) Mitigation . The Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 2 (whether by seeking new employment or in any other manner). No such payment shall be reduced by earnings that the Executive may receive from any other source.

(h) Conditions . All payments and benefits provided under Section 2(a)-(c) and Section 2(f) are conditioned on the Executive's continuing compliance with this Agreement (including, but not limited to Section 4 hereof) and any other agreement between the Company and the Executive, and the Executive's execution (and effectiveness) of a release of claims and covenant not to sue substantially in the form provided in Exhibit A upon termination of employment (the “Release”). If the Company does not receive an executed Release and the revocation period for such Release has not expired prior to the Payment Date, the Company shall have no obligation to make payments and provide benefits under Section 2(a)-(c) and Section 2(f).

(i) Special Provisions under Section 409A of the Code . Notwithstanding anything to the contrary contained herein, if any payment hereunder would occur at a time that does not qualify the payment as a short-term deferral under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Executive is a “specified employee” as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then the Executive will receive such payment upon the earlier of (i) six months following the Executive's separation from service with the Company or (ii) the Executive's death.

3. Excise Tax .

(a) Notwithstanding anything in this Agreement to the contrary, in the event that it is determined (as hereinafter provided) that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, any stock option, restricted stock, stock appreciation right or similar right, or the lapse or termination of any restriction on, or the vesting or exercisability of, any of the foregoing (individually and collectively, a “Payment”), would be subject, but for the application of this Section 3, to the excise tax imposed by Code Section 4999 (or any successor provision thereto) (the “Excise Tax”) by reason of being considered

“contingent on a change in ownership or control” of the Company and as being considered an “excess parachute payment,” in each case within the meaning of Code Section 280G (or any successor provision thereto), then:

(i) if the After-Tax Payment Amount (as defined below) would be greater by reducing the amount of the Severance Payment otherwise payable under Section 2(c) to the Executive to the minimum extent necessary (but in no event to less than zero) so that, after such reduction, no portion of the Payment would be subject to the Excise Tax, then the Severance Payment shall be so reduced; and

(ii) if the After-Tax Payment Amount would be greater without the reduction referred to in Section 3(a)(i), then there shall be no reduction in the Severance Payment by application of this Section 3.

As used in this Agreement, the “After-Tax Payment Amount” means the difference of (x) the amount of the Payment, less (y) the amount of the Excise Tax, if any, imposed upon the Payment.

Any reduction under Section 3(a)(i) shall be made consistent with the requirements of Section 409A of the Code, to the extent applicable.

(b) The Executive shall determine, in the first instance, whether any reduction in the amount of the Severance Payment is required pursuant to Section 3. If the Executive determines that such a reduction may be required, or if reasonably requested by the Company, then an accounting firm selected by the Executive and reasonably acceptable to the Company (the “Accounting Firm”) shall determine whether any such reduction is required pursuant to Section 3 and, if required, the amount of such reduction, and Section 3(c) shall apply.

(c) If Section 3(a) applies pursuant to Section 3(b), the Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within thirty (30) calendar days after the date of the Triggering Event. The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination and calculations. Any determination by the Accounting Firm as to whether any reduction in the amount of the Severance Payment is required, and the amount of the reduction if required, pursuant to Sections 3(a) through 3(c) shall be binding upon the Company and the Executive. The fees and expenses of the Accounting Firm for its services in connection with the determination and calculations contemplated by Sections 3(a) through 3(c) shall be borne by the Company. The federal, state and local income or other tax returns filed by the Executive and the Company shall be prepared and filed on a basis consistent with such determination and calculations. The Company shall pay the Severance Payment, as reduced or not reduced pursuant to the final determination of the Accounting Firm, to the Executive no later than the time otherwise required hereunder.

4. Non-Competition Agreement . During the course of the Executive's employment with the Company, the Executive has gained access to or knowledge of, or has worked on the development or creation of, confidential and proprietary information, including: (a) supplier and customer lists and supplier and customer-specific information; (b) marketing plans and proposals; (c) product and process designs, formulas, processes, plans, drawings and concepts; (d) research and development data and materials, including those relating to the research and development of products, materials or manufacturing and other processes; (e) financial and accounting records; and (f) other information with respect to the Company and its subsidiaries which if divulged to the Company's competitors would impair the Company's ability to compete in the marketplace (such information is collectively referred to as “Proprietary Information”).

The Executive agrees that during his employment with the Company and, if the Executive has received a Severance Payment pursuant to this Agreement, for a period of twenty-four (24) months following separation

from service, the Executive shall not directly or indirectly engage in any activity, whether on the Executive's own behalf or as an employee, consultant or independent contractor of any other person or entity which competes with the Company within the United States, Canada or Mexico, for the development, production or sale of any product, material or process to be sold, produced or used by the Company during the course of the Executive's employment with the Company, including any product, material or process which may be under development by the Company during the course of the Executive's employment with the Company and of which the Executive has, or hereafter gains, knowledge.

The Executive agrees and acknowledges that the non-competition covenant set forth above will not impose undue hardship on the Executive and is reasonable in both geographic scope and duration in view of: (a) the Company's legitimate interest in protecting its Proprietary Information, the disclosure of which to the Company's competitors would substantially and unfairly impair the Company's ability to compete in the marketplace or substantially and unfairly benefit the Company's competitors; (b) the specialized training that has been provided to the Executive by the Company and the experience gained by the Executive during the course of the Executive's employment with the Company; (c) the fact that the services rendered by the Executive on behalf of the Company were specialized, unique and extraordinary; (d) the fact that the Company directly competes within the United States, Canada and Mexico in the sale, production and development of products, materials or processes; and (e) the consideration, including the Severance Payment, provided by the Company to the Executive as provided herein.

The Executive shall not disclose or divulge Proprietary Information to any person or entity at any time during the course of the Executive's employment with the Company or at any time thereafter, except as may be required in the ordinary course and good-faith performance of the Executive's employment with the Company. At the time of the Executive's separation from service with the Company for any reason, or at such time as the Company may request, the Executive shall promptly deliver or return, without retaining any copies, all Proprietary Information in the Executive's possession or control, whether in the form of computer-generated documents or otherwise, and, pursuant to the Company's instructions, shall erase, destroy or return all stored data, whether stored on computer or otherwise, and shall not attempt to use or restore any such data.

For a period of twenty-four (24) months following the Executive's separation from service, the Executive will not employ, hire, solicit, induce or identify for employment or attempt to employ, hire, solicit, induce or identify for employment, directly or indirectly, any employee(s) of the Company to leave his or her employment and become an employee, consultant or representative of any other entity, including but not limited to the Executive's new employer, if any.

The non-competition and disclosure covenants set forth above are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated for in damages in an action at law. A breach by the Executive of the provisions set forth in this Section 4 will cause the Company great and irreparable injury and damage. Therefore, the Company shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of this Agreement by the Executive. This paragraph shall not, however, be construed as a waiver of any of the rights which the Company may have for damages or otherwise.

5. Successors .

(a) Company's Successors . This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets, shall be obligated to perform this Agreement, and the Company shall require any such

successor to assume expressly and agree to perform this Agreement, in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, contract or otherwise.

(b) Executive's Successors . This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

6. Legal Fees and Expenses/Funding of Benefits .

(a) It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of the Executive's rights in connection with any dispute arising under this Agreement because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such dispute or proceeding. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship will exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys' and related fees and expenses incurred by the Executive in connection with any of the foregoing. Such payments will be made within five (5) business days after delivery of the Executive's written requests for payment, accompanied by such evidence of fees and expenses incurred as the Company may reasonably require.

(b) If a Change in Control occurs, the performance of the Company's obligations under Section 2 will be secured by amounts deposited in trust within one (1) business day of the Change in Control pursuant to certain trust agreements to which the Company will be a party providing that the benefits to be paid pursuant to Section 2 will be paid in accordance with the terms of such trust agreements. Any failure by the Company to satisfy any of its obligations under this Section 6(b) will not limit the rights of the Executive hereunder. Subject to the foregoing, the Executive will have the status of a general unsecured creditor of the Company and will have no right to, or security interest in, any assets of the Company or any Subsidiary.

7. Miscellaneous Provisions .

(a) Notice . Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Executive, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to Shiloh Industries, Inc., 880 Steel Drive, Valley City, Ohio 44280, and all notices shall be directed to the attention of its Corporate Secretary.

(b) Amendment; Waiver; Remedies . No provision of this Agreement may be amended, modified, waived or discharged unless the amendment, modification, waiver or discharge is agreed to in writing and signed by the Executive (or the Executive's personal or legal representative(s), executor(s), administrator(s), successor(s), heir(s), distribute(s), devisee(s) and legatee(s)) and by two (2) authorized officers of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right of the Executive or the Company may have hereunder, including the right of the Executive to separate from service for Good Reason pursuant to Section 2(a) and therefore become entitled to receive the Severance Payment, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The rights and remedies of the parties to this Agreement are cumulative and not alternative of any other remedy conferred hereby or by law or equity, and the exercise of any remedy will not preclude the exercise of any other.

(c) Entire Agreement . Except for various terms contained in the Executive's employment agreement or offer letter, if any, this Agreement contains all the legally binding understandings and agreements between the Executive and the Company pertaining to the subject matter of this Agreement and supersedes all such agreements, whether oral or in writing, previously entered into between the parties. In the event of any inconsistency, conflict or ambiguity as to the rights and obligations of the parties under this Agreement and the Executive's employment agreement or offer letter, if any, the terms of this Agreement shall control unless otherwise expressly provided in such employment agreement or offer letter, if any, and the parties further acknowledge and agree that there shall not be any duplication of benefits or payments under this Agreement and the employment agreement or offer letter, if any.

(d) Withholding Taxes . All payments made under this Agreement shall be subject to reduction to reflect taxes required to be withheld by law.

(e) Choice of Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio without regard to the conflicts of laws principles thereof.

(f) Severability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(g) Arbitration . Any dispute, controversy or claim between the parties arising out of or relating to this Agreement (or any subsequent amendments thereof or waiver thereto), including as to its existence, enforceability, validity, interpretation, performance, breach or damages, shall be settled by binding arbitration in Cleveland, Ohio in accordance with the Commercial Arbitration Rules, as then amended and in effect of the American Arbitration Association (the “Association”). Discovery shall be permitted to the same extent as in a proceeding under the Federal Rules of Civil Procedure. All proceedings and documents prepared in connection with any arbitration under this Agreement shall constitute confidential information and, unless otherwise required by law, the contents or the subject matter thereof shall not be disclosed to any Person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if court enforcement of the award is sought, the court and court staff hearing such matter. At the arbitration hearing, each party may make written and oral presentations to the arbitrator, present testimony and written evidence and examine witnesses. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator's decision shall be in writing, shall be binding and final and may be entered and enforced in any court of competent jurisdiction. No party shall be eligible to receive,

and the arbitrator shall not have the power to award, exemplary or punitive damages. All fees and expenses of the arbitrator and such Association and attorney fees shall be paid by the Company.

(h) No Assignment . The Company may not assign its rights and obligations under this Agreement, unless such assignment is made in compliance with the second sentence of Section 5(a). This Agreement may not be assigned by the Executive otherwise than by will or the laws of descent and distribution. Without limiting the foregoing, the rights of the Executive to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including bankruptcy, garnishment, attachment or other creditor's process, and any action in violation of this Section 7(h) shall be void.

(i) Late Payment . Any payments or benefits under this Agreement that are not timely provided to the Executive shall be subject to the accumulation of interest at an annual rate of interest equal to the sum of the then composite prime rate (as published in the Wall Street Journal) plus one percent (1%). The accrued interest shall be paid to the Executive in cash along with the late payment.

(j) Interpretation . When a reference is made in this Agreement to sections, subsections or clauses, such references shall be to a section, subsection or clause of this Agreement, unless otherwise indicated. The words “herein” and “hereof” mean, except where a specific section, subsection or clause reference is expressly indicated, the entire Agreement rather than any specific section, subsection or clause. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(k) Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(l) Section 409A of the Code . To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Executive).

8. Term of Agreement . The term of this Agreement shall begin on the date that the Executive commences employment with the Company (the “Effective Date”) and continue until the earlier of (a) subject to Section 2(b), the date of the Executive's separation from service prior to a Change of Control and (b) the second anniversary after a Change in Control; provided, however, that this Agreement shall continue thereafter, until all payments and provision of benefits under Section 2 have been provided to the Executive, if a Change in Control shall have occurred during the term of this Agreement and the Executive becomes entitled to such payments and benefits hereunder. This Agreement is effective as of, but not prior to, the Effective Date and shall terminate automatically and without further action of either party if the Executive does not commence employment with the Company on or prior to September 4, 2012.

[signature page follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written.

EXECUTIVE

/s/ Ramzi Y. Hermiz

Name: Ramzi Y. Hermiz

SHILOH INDUSTRIES, INC.

By: /s/ Curtis E. Moll

Name: Curtis E. Moll

Its: Chairman of the Board of Directors

Exhibit A

Form of Release of Claims and Covenant Not to Sue

In consideration of the payments and other benefits that Shiloh Industries, Inc., a Delaware corporation (the “Company”), is providing to Ramzi Y. Hermiz (“Executive”) under the Change in Control Agreement entered into by and between Executive and the Company, dated as of August 23, 2012 (the “Agreement”), the Executive, on his/her own behalf and on behalf of Executive's representatives, agents, heirs, executors, administrators and assigns, waives, releases, discharges and promises never to assert any and all claims, demands, actions, costs, rights, liabilities, damages or obligations of every kind and nature, whether known or unknown, suspected or unsuspected that Executive ever had, now has or might have as of the date of Executive's termination of employment with the Company against the Company or its predecessors, parent, affiliates, subsidiaries, stockholders, owners, directors, officers, employees, agents attorneys, insurers, successors, or assigns (including all such persons or entities that have a current and/or former relationship with the Company) for any claims arising from or related to Executive's employment with the Company, its parent or any of its affiliates and subsidiaries and the termination of that employment.

These claims include, but are not limited to: any and all claims, causes of action, suits, claims for attorneys' fees, damages or demand; all claims of discrimination, on any basis, including, without limitation, claims of race, sex, age, ancestry, national origin, religion and/or disability discrimination; any and all claims arising under federal, state and/or local statutory, or common law, such as, but not limited to, Title VII of the Civil Rights Act, as amended, including the amendments to the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, any State laws against discrimination; any and all claims arising under any other state and/or local anti-discrimination statute or any other federal, state or local constitution, law, regulation or ordinance governing the terms and conditions of employment or the termination of employment; and the law of contract and tort; and any and all claims, demands and causes of action, including, but not limited to, breach of public policy, unjust discharge, wrongful discharge, intentional or negligent infliction of emotional distress, misrepresentation, negligence or breach of contract. You further waive, release, and promise never to assert any such claims, even if you presently believe you have no such claims.

Executive also understands that the above provisions do not preclude Executive from instituting an action to enforce the terms of the Agreement, or from challenging the validity of the Agreement.

FOR EXECUTIVES AGE 40 OR OLDER. The Executive further acknowledges that he/she has been advised by this writing that:


•	Executive should consult with an attorney prior to executing this release;


•	Executive has at least twenty-one (21) days within which to consider this release;

•


•	this release shall not be effective until such seven (7) day revocation period has expired.

Executive agrees that the release set forth above shall be and remain in effect in all respects as a complete general release as to the matters released.

EXECUTIVE

Name:

Date:

FOR IMMEDIATE RELEASE CONTACT:

Thomas M. Dugan

Vice President of Finance

and Treasurer

Shiloh Industries, Inc.

(330) 558-2600

SHILOH INDUSTRIES, INC. APPOINTS RAMZI Y. HERMIZ AS PRESIDENT AND CHIEF EXECUTIVE OFFICER

Valley City, OH, August 29, 2012 - Shiloh Industries, Inc. (NASDAQ: SHLO) (the “Company”) announced today that the Board of Directors of the Company (the “Board”) has appointed Ramzi Y. Hermiz as President and Chief Executive Officer effective September 4, 2012. The Board will also nominate Mr. Hermiz for election as a member of the Board at the next annual meeting of the stockholders of the Company. Mr. Hermiz will succeed Theodore K. Zampetis, who previously announced his plan to retire on December 31, 2012.

Mr. Hermiz has extensive senior management experience in the automotive parts industry. Prior to joining the Company, Mr. Hermiz served since 2009 as senior vice president, vehicle safety and protection of Federal-Mogul Corporation (“Federal-Mogul”), a publicly held company that designs, engineers, manufactures and distributes technologies to improve fuel economy, reduce emissions and enhance vehicle safety, and was a member of Federal-Mogul's strategy board since 2005. He served as senior vice president, aftermarket products and services from 2007 to 2009 and senior vice president of sealing systems from 2005 to 2007. Mr. Hermiz held various senior management positions after joining Federal-Mogul in 1998 in connection with its acquisition of Fel-Pro, Inc.

“We are very pleased to welcome Ramzi Hermiz as Shiloh's next President and CEO,” said Curtis E. Moll, Chairman of the Board. “The Board is confident that Ramzi has the strategic vision and experience to guide the Company in the future as we execute strategies to strengthen the Company and create value for our stockholders.”

Following Mr. Hermiz's appointment on September 4, 2012, Mr. Zampetis will continue as an employee of the Company serving in an advisory capacity to facilitate a smooth transition. As previously announced, Mr. Zampetis will retire from the Company effective December 31, 2012, but will remain a director following his retirement.

“The Board would like to thank Ted Zampetis for his service in leading Shiloh during very difficult times” said Curt Moll. “We are grateful for his significant contributions to Shiloh over the past eleven years, including the leadership and the guidance he provided during the recent global recession. Shiloh would not be where it is today without his dedicated service as President and CEO.”

Headquartered in Valley City, Ohio, Shiloh Industries is a leading manufacturer of first operation blanks, engineered welded blanks, complex stampings and modular assemblies for the automotive and heavy truck industries. The Company has 14 wholly owned subsidiaries at locations in Ohio, Georgia, Michigan, Tennessee, Kentucky, and Mexico, and employs approximately 1,400.