0000950137-09-001747 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”), and the individual named above (the “Grantee”). Subject to the conditions set forth herein, the Corporation hereby grants to the Grantee, as of the Grant Date specified above, the above-stated Target Award of Performance Shares and Maximum Award of Performance Shares, which may be earned in accordance with Section 2, on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”) and the individual named above (the “Grantee”). The Corporation hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices

THIS AGREEMENT, is made and entered into this 26th day of January 2006, by and between A. M. CASTLE & CO., a Maryland corporation, with offices located at 3400 North Wolf Road, Franklin Park, Illinois 60131 (the “Company”) and MICHAEL GOLDBERG who resides at 8 Black Oak Broad, North Oaks, Minnesota 55127 (“Executive”).

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