Exhibit 10.9
AGREEMENT
THIS AGREEMENT, dated April 26, 2001, is entered into by and between A. M.
Castle & Co., a Maryland corporation ("Castle") and
_________________("Executive").
WHEREAS, the Executive has rendered valuable service to Castle and Castle
desires to be assured that the Executive will continue rendering such service to
Castle; and
WHEREAS, the Executive is willing to continue to serve Castle, but desires
assurance that he will be protected in the event of any change in control.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. Castle agrees that if:
a. There is a change in control of Castle; and
b. Within 24 months after the date of such change in control,
Executive's:
! Duties and/or responsibilities have been
(i) substantially changed or
(ii) reduced; or
! Has been transferred or relocated; or
! Compensation has been reduced; and Executive terminates
the employment within 30 months after the date of the
change in control; or
c. The Executive has been discharged or his employment has been
terminated by the Company for whatever reason (other than discharge
for cause, death or disability) within 24 months after the date of
such change in control, then
2. Castle shall provide and the Executive shall receive the following:
a. A lump sum cash payment in the amount of Executive's total
compensation for the last 12 months prior to the date of the change
in control date divided by 12 times 35, but in no event more than
2.99 times the average of Total Compensation for the last 5 calendar
years prior to the change in control date.
In addition to the foregoing, the Executive shall
(i) be allowed to exercise any and all vested stock options
awarded to him, which remain unexercised, for an additional 12
months after the termination date notwithstanding any other
provisions of the Plan; and
(ii) notwithstanding termination prior to the end of a
calendar year, be awarded any earned but not paid bonuses as of the
termination date to be prorated to the termination date.
b. Continued coverage by all of Castle's medical, health and
dental plans or, in the event Castle's plans have been terminated,
equivalent plan coverages for a period of twenty-four (24) months
after such change of control.
c. An additional retirement benefit over and above that which the
Executive normally would be entitled to under Castle's retirement
plan, equal to the actuarial equivalent of the additional amount
that that Executive would have earned under such retirement plan or
programs had he accumulated three (3) additional continuous years of
service. Such amount shall be paid to the Executive in a cash lump
sum payment at his normal retirement age. The Executive may also
elect to receive such payment at his earlier retirement age as
provided for in the retirement plans with the corresponding
actuarial reduction and amount of such payments based upon the
earlier date of such payments.
3. The amounts paid to the Executive hereunder shall be considered
severance pay in consideration of past services he has rendered to the Company
and in consideration of his continued service from the date hereof to his
entitlement of those payments.
4. The Executive shall have no duty to mitigate his damages by seeking
other employment. Should the Executive actually receive other payments from any
other employment, the payments called for hereunder shall not be reduced or
offset by any such future earnings.
5. In the event that upon a change in control an immediate vesting of
stock options, previously granted to Executive, occurs such that the value of
the accelerated vesting is, for tax purposes, added to the value of the lump sum
cash payment provided herein, the lump sum cash payment shall be increased by an
amount necessary to pay any excise tax levied such that the net amount, after
payment of
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Exhibit 10.9
any such tax, is equal to what would have been received by Executive but for the
inclusion of the accelerated stock option value.
6. As used herein, the following definitions shall control.
a. The term "Change in Control" shall mean either:
i. Ownership, whether direct or indirect, of shares in
excess of twenty five percent (25%) of the outstanding shares of
common stock of Castle by a person or group of persons other than
Xxxxxxx Estates; or
ii. The occurrence of any transaction relating to Castle
required to be described pursuant to the requirements of Item 5(f)
of Schedule 14(a) of Regulation 14(a) of the Securities Exchange Act
of 1934 as promulgated by the Security Exchanges Commission.
iii. Any change in the composition of the Board of Directors
of Castle over a two (2) year period which results in a majority of
the then present directors of Castle not constituting a majority two
(2) years later, provided that in making such determination,
directors who are elected by or under recommendation of the then
present majority shall be excluded.
b. "Total Compensation" shall mean the compensation amount shown
on the Executive's W-2 Form plus all pre-tax amounts deducted for
payment to Castle's retirement, profit sharing and health plans.
7. The arrangements called for by this Agreement are not intended to
have any effect on the Executive's participation in any other benefit available
to executive personnel or to preclude other compensation or additional benefits
as may be authorized by the Board of Directors from time to time.
8. This Agreement shall be binding and shall inure to the benefit of
the respective successors, assigns, legal representatives and heirs to the
parties hereto.
9. This Agreement shall terminate, even though prior to the acquisition
or any change in control of Castle as defined herein, if the Executive shall
voluntarily, resign, retire, become permanently and totally disabled,
voluntarily take another position requiring a substantial portion of his time,
or die. This Agreement shall also terminate if the Executive's employment as an
officer of Castle shall have been terminated for any reason by the Board of
Directors of Castle as constituted prior to any announced acquisition or change
in control of Castle as defined herein.
ATTEST: A. M. CASTLE & CO.
By: _____________________ By _______________________________________
Secretary Chairman of the Human Resources
Committee of the Board of Directors
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