CHANGE IN CONTROL
AGREEMENT
THIS AGREEMENT, is
made and entered into this 26 th 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”).
WHEREAS, the
Company desires to be assured that Executive will render services
to Company in the event of any Change in Control (as defined
below); and
WHEREAS, Executive
is willing to serve Company, 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 promise contained herein,
the parties agree as follows:
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a.
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There is a Change in Control of
Company; and
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b.
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After the date of such Change in
Control:
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Executive’s Duties and/or
responsibilities have been (i) substantially changed or (ii)
reduced; or
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Executive has been transferred or
relocated outside the Chicago metropolitan area; or
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Executive’s Compensation has
been reduced; and
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c.
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Within 24 months of the Change
in Control, Executive voluntarily terminates his employment or
Executive’s employment is terminated by the Company for any
reason other than discharge for Cause, death or
Disability,
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then subject to the limitations and
conditions of paragraphs 3 and 4 of this Agreement, Company shall
provide the benefits described in paragraph 2 of this Agreement (in
lieu of any severance benefits under Executive’s
Employment/Non-Competition Agreement or under any Company severance
plan).
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2. Subject to
the conditions described in paragraph 1 of this Agreement, Company
shall provide and Executive shall receive the following:
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a.
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A
lump sum cash payment in the amount of two times the sum of
(i) Executive’s annual base salary as of the date of the
Change in Control plus (ii) the target incentive compensation
for that same year. Such lump sum shall be payable as soon as
practicable after Executive’s date of termination, unless the
Company reasonably determines that Section 409A of the
Internal Revenue Code of 1986, as amended (the “ Code
”) will result in the imposition of additional tax on account
of the payment of this lump sum cash payment before the expiration
of the 6-month period described in Section 409A(a)(2)(B)(i)
(relating to the required delay in payment to a specified employee
pursuant to a separation from service) in which case such payment
will in lieu thereof be paid on the date that is six
(6) months and one (1) day following the date of the
Executive’s separation from service (as defined in
Section 409A of the Code) (or, if earlier, the date of death
of the Executive) (the “Specified Employee Delayed Payment
Date”).
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b.
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With respect to any granted but not
awarded shares under the 2005 Performance Stock Equity Plan or any
subsequent plan, the number of shares payable to Executive as of
the end of the performance cycle shall be estimated by the Board or
Directors of the Company (the “Board”) in good faith*;
the resulting number of shares shall be multiplied by a fraction,
the numerator of which is the number of whole completed months of
service completed by Executive and the denominator of which is the
total number of months in the performance cycle, except that, in
determining the
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*
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With respect to
shares of Performance Stock granted under Paragraph 4(d) of his
Employment/Non-Competition Agreement, in no event shall the
estimated number of shares be less than 45,000 shares. This minimum
target payout does not apply to future awards under the 2005
Performance Stock Equity Plan or any subsequent plan.
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number of shares to be awarded under
the 2005 Performance Stock Equity Plan the number of shares shall
be computed by multiplying by a fraction the numerator of which is
the number of whole completed months of service completed by the
Executive and the denominator of which is 24 and he shall be
treated as having performed services for the Company from
January 1, 2006. The resulting product shall be paid to
Executive as soon as practicable following Executive’s
termination of employment but in no event later than the fifteenth
day of the third month after the date of termination, unless the
Company reasonable determines that Code Section 409A will
result in the imposition of additional tax on account of such
payment before the expiration of the 6-month period described in
Section 409A(a)(2)(B)(i) in which case the number of shares or
dollar amount will be in lieu thereof be paid on the Specified
Employee Delayed Payment Date.
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c.
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With respect to any outstanding
equity
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