Exhibit 99.1 ------------ FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- This is the First Amendment to the Amended and Restated Employment Agreement which was effective as of January 22, 2003 ("Agreement"), between...Employment Agreement • September 21st, 2007 • Ameron International Corp • Concrete, gypsum & plaster products
EXHIBIT (1) THIRD AMENDED AND RESTATED RIGHTS AGREEMENT dated as of December 16, 1996 by and between AMERON INTERNATIONAL CORPORATIONRights Agreement • February 5th, 1997 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
Exhibit 99.2 AMERON INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLAN This Restricted Stock Agreement (this "Agreement") is made and entered into effective as of the Date of Grant, indicated below, by and...Restricted Stock Agreement • February 12th, 2007 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
Exhibit 10.3 AMENDMENT TO CHANGE OF CONTROL AGREEMENT This Amendment to Change of Control Agreement ("Amendment") is made and entered into as of November 19, 2008, by and between Ameron International Corporation, a Delaware corporation (the...Change of Control Agreement • December 17th, 2008 • Ameron International Corp • Concrete, gypsum & plaster products
EXH. 10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This amended and restated employment agreement ("Agreement") is made effective as of June 11, 1996, by and between Ameron International Corporation, a Delaware corporation (the "Company"), and James S....Employment Agreement • February 26th, 1998 • Ameron International Corp • Concrete, gypsum & plaster products • California
EMPLOYMENT AGREEMENT This agreement ("Agreement") is made effective as of June 11, 1996, by and between Ameron International Corporation, a Delaware corporation, (the "Company") and James S. Marlen ("Employee"). In consideration of the mutual promises...Employment Agreement • February 28th, 1997 • Ameron International Corp • Concrete, gypsum & plaster products • California
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 25th, 2009 • Ameron International Corp • Concrete, gypsum & plaster products • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, the "Agreement") is entered into as of January 24, 2003 by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (together with any permitted successors and assigns, the "Borrower"), the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (each, as defined herein).
RIGHTS AGREEMENT November 12, 2007 by and between AMERON INTERNATIONAL CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentRights Agreement • November 13th, 2007 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
This Rights Agreement (the “Agreement”) is made and entered into as of November 12, 2007, by and between Ameron International Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
WITNESSETHChange of Control Agreement • February 28th, 2001 • Ameron International Corp • Concrete, gypsum & plaster products • California
AGREEMENT AND PLAN OF MERGER dated as of July 1, 2011 among NATIONAL OILWELL VARCO, INC., NOV SUB A, INC. and AMERON INTERNATIONAL CORPORATIONAgreement and Plan of Merger • July 5th, 2011 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 1, 2011, among National Oilwell Varco, Inc., a Delaware corporation (“Parent”), NOV Sub A, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ameron International Corporation, a Delaware corporation (the “Company”).
EXHIBIT 4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 1 Note Purchase Agreement dated August 28, 1996 re: Senior Notes due September 1, 2006, which document is incorporated by reference to Annual Report on Form 10-K filed...Ameron International Corp • February 28th, 2001 • Concrete, gypsum & plaster products
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2011 • Ameron International Corp • Concrete, gypsum & plaster products • New York
THIS TENTH AMENDMENT TO CREDIT AGREEMENT (the "Agreement") dated as of September 30, 2011, among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower identified as "Guarantors" on the signature pages hereto, the persons identified as "Lenders" on the signature pages hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the "Agent").
Exhibit 99.1 AMERON INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLAN This Restricted Stock Agreement (this "Agreement") is made and entered into effective as of the Date of Grant, indicated below, by and...Restricted Stock Agreement • January 27th, 2006 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
AMERON INTERNATIONAL CORPORATION RESTRICTED STOCK AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLANRestricted Stock Agreement • March 23rd, 2006 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 2nd, 2006 • Concrete, gypsum & plaster products
Amended and Restated Rights Agreement dated December 16, 1996, which document is incorporated by reference to Form 8-A/A, Amendment No. 3 filed with the Commission on February 5, 1997.
KEY EXECUTIVE LONG-TERM CASH INCENTIVE PLAN FORM OF PARTICIPATION AGREEMENTIncentive Plan Form of Participation Agreement • February 6th, 2008 • Ameron International Corp • Concrete, gypsum & plaster products • California
This PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of the date hereinbelow by and between Ameron International Corporation, a Delaware corporation, (the “Company”) and the undersigned individual (the “Participant”), with respect to the following:
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTControl Agreement • March 1st, 1999 • Ameron International Corp • Concrete, gypsum & plaster products • California
MATERIAL CONTRACTSMaterial Contracts • February 8th, 2007 • Ameron International Corp • Concrete, gypsum & plaster products
EXHIBIT 4Ameron International Corp • February 28th, 2000 • Concrete, gypsum & plaster products
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among Ameron International Corporation Ameron B.V. Ameron (Pte) Ltd. Ameron (Australia) Pty — Limited Ameron Holdings (NZ) Limited Ameron (New Zealand) Limited Ameron (UK) Limited Amercoat Japan...Asset Purchase Agreement • August 7th, 2006 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of June 28, 2006 and amended as of July 31, 2006, by and among Ameron International Corporation, a Delaware corporation (“Ameron”), Ameron B.V., a Netherlands private limited liability company (“Ameron B.V.”), Ameron (Pte) Ltd., a Singapore private company (“Ameron Singapore”), Ameron (Australia) Pty — Limited, an Australian proprietary company (“Ameron Australia”); Ameron Holding (NZ) Limited, a New Zealand company (“Ameron New Zealand Holdings”); Ameron (New Zealand) Limited, a New Zealand company (“Ameron New Zealand”); Ameron (UK) Limited, a British private company (“Ameron U.K.”); Amercoat Japan Company, Limited, a Japanese company (“Amercoat”); and Ameron Sp. z o.o., a Polish limited liability company (“Ameron Poland”) (Ameron, Ameron B.V., Ameron Singapore, Ameron Australia, Ameron New Zealand Holdings, Ameron New Zealand, Ameron U.K., Amercoat; and Ameron Poland being hereinafter sometimes referred to indi
LIMITED CONSENT AND MODIFICATIONLimited Consent and Modification • October 4th, 2011 • Ameron International Corp • Concrete, gypsum & plaster products • New York
This Limited Consent and Modification (this “Consent”) is entered into by and between Ameron (Pte) Ltd. (the “Company”), the Parent Guarantor and each of the Subsidiary Guarantors, on the one hand, and The Prudential Insurance Company of America (“Prudential”), on the other hand.
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2011 • Ameron International Corp • Concrete, gypsum & plaster products
IN WITNESS WHEREOF, the parties have executed this Third Amendment to Amended and Restated Employment Agreement effective as of July 1, 2011.
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 27th, 2004 • Concrete, gypsum & plaster products
Amended and Restated Rights Agreement dated December 16, 1996, which document is incorporated by reference to Form 8-A/A, Amendment No. 3 filed with the Commission on February 5, 1997.
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2010 • Ameron International Corp • Concrete, gypsum & plaster products
IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Employment Agreement effective as of March 22, 2010.
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 8th, 2007 • Concrete, gypsum & plaster products
Amended and Restated Rights Agreement dated December 16, 1996, which document is incorporated by reference to Form 8-A/A, Amendment No. 3 filed with the Commission on February 5, 1997.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 16th, 2010 • Ameron International Corp • Concrete, gypsum & plaster products • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 14, 2010, is made by and among Ameron International Corporation, a Delaware corporation (“Ameron”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui”), Tokyo Steel Manufacturing Co., Ltd., a Japanese corporation (“Tokyo” and, together with Ameron and Mitsui, “Sellers”), and Gerdau Ameristeel US Inc., a Florida corporation (“Buyer”).
MATERIAL CONTRACTSMaterial Contracts • February 25th, 2003 • Ameron International Corp • Concrete, gypsum & plaster products
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES 1. Note Agreement dated September 1, 1990 re: Senior Notes due September 15, 2000, which document is incorporated by reference to Annual Report on Form 10-K filed with the...Ameron Inc/De • February 23rd, 1996 • Concrete products, except block & brick
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 11th, 2008 • Concrete, gypsum & plaster products
Shareholder Rights Agreement dated November 12, 2007, which document is incorporated by reference to Form 8-A, filed with the Commission on November 13, 2007.
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 25th, 2003 • Concrete, gypsum & plaster products
Amended and Restated Rights Agreement dated December 16, 1996, which document is incorporated by reference to Form 8-A/A, Amendment No. 3 filed with the Commission on February 5, 1997.
CREDIT AGREEMENT Dated as of January 24, 2003 among AMERON INTERNATIONAL CORPORATION, as the Borrower, and The Subsidiaries of the Borrower from time to time party hereto, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer,...Credit Agreement • January 29th, 2009 • Ameron International Corp • Concrete, gypsum & plaster products • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, the "Agreement") is entered into as of January 24, 2003 by and among AMERON INTERNATIONAL CORPORATION, a Delaware corporation (together with any permitted successors and assigns, the "Borrower"), the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (each, as defined herein).
Exhibit 99.2 ------------ AMERON INTERNATIONAL CORPORATION PERFORMANCE STOCK UNIT AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLAN This Performance Stock Unit Agreement (this "Agreement") is made and entered into effective as of September 19, 2007,...Performance Stock Unit Agreement • September 21st, 2007 • Ameron International Corp • Concrete, gypsum & plaster products • Delaware
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURESAmeron International Corp • February 15th, 2005 • Concrete, gypsum & plaster products
Amended and Restated Rights Agreement dated December 16, 1996, which document is incorporated by reference to Form 8-A/A, Amendment No. 3 filed with the Commission on February 5, 1997.
MATERIAL CONTRACTS Exhibit 10 is an Employment Agreement between James S. Marlen and the Company which document is incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 1993....Material Contracts • February 23rd, 1996 • Ameron Inc/De • Concrete products, except block & brick
Exhibit 10 is an Employment Agreement between James S. Marlen and the Company which document is incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 1993.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • June 25th, 2010 • Ameron International Corp • Concrete, gypsum & plaster products • California
This change of control agreement (the "Agreement") is made effective as of June 23, 2010, by and between Ameron International Corporation, a Delaware corporation (the "Company") and Leonard J. McGill ("Employee").
