Exhibit 10.4
CHANGE OF CONTROL AGREEMENT
This
change of control agreement ("Agreement") is made effective as
of May
27, 2008, by and between Ameron International Corporation, a Delaware
corporation (the "Company") and Stephen E. Johnson
("Employee").
WITNESSETH
WHEREAS, if certain corporate transactions were proposed or
pending, such
potential transactions could result in distractions to Employee's
performance at
a critical period; and
WHEREAS, Employee and Company wish to enter into this Agreement in
order to
provide security to
Employee as a means of maintaining performance under such
circumstances;
NOW,
THEREFORE, in
consideration of the mutual promises and agreements set
forth herein, the Company and Employee agree as follows:
2. Term.
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2.1
The term of this
Agreement (the "Term") shall commence on May 27, 2008
and shall be for two years, subject to earlier termination in accordance
with
the provisions of
Section 4 hereinbelow.
Beginning on May
28,2008 and on each
day thereafter, the
Term shall automatically be extended for an additional day,
unless the Company notifies Employee in writing that it does not
wish to further
extend the Term.
3. Position and
Title.
-------------------
3.1
The Company, on behalf
of itself and its affiliates and subsidiaries,
currently employs
Employee as Senior
Vice President, Secretary and General
Counsel.
3.2
Employee shall devote
substantially all of
his efforts on a full-time
basis to the business
and affairs of the Company and shall not engage in
any
business or perform
any services in any capacity whatsoever adverse to the
interests of the Company.
3.3 Employee shall at
all times faithfully,
industriously, and to the best
of his ability,
experience,
and talents perform all of the duties of his
position.
4.
Compensation.
-------------
4.1
As of the date of this
Agreement, Employee's
annual base salary is
$340,000. Employee's
base salary and performance shall be reviewed periodically
at intervals
determined by the Board of Directors of the Company (the
"Board"),
and Employee's base
salary may be increased from time to time based on merit or
such other considerations as the Board may deem appropriate.
<PAGE>
5. Termination
of Employment.
--------------------------
For
purposes of this
Agreement only, a
Termination
Without Cause shall
exist if Employee is terminated by the Company for any reason
except:
(1) Willful
breach of duty by Employee in the course of his
employment or habitual neglect of his duty or continued
incapacity to
perform it, as
contemplated by
Section 2924 of the California Labor
Code;
(2) Willful
malfeasance or gross
negligence by Employee
in the
performance of his duties;
(3) Any act of fraud, insubordination or other conduct by
Employee which demonstrates gross unfitness for service; or
(4) Employee's
conviction
(or entry of a plea of
guilty, nolo
contendere or the equivalent) for any crime involving moral
turpitude,
dishonesty or breach
of trust or any felony
which is punishable
by
imprisonment in the jurisdiction involved.
Additionally, if
Employee terminates
employment with the
Company because
(a) Employee's
annual base salary is reduced below the amount stated in
Paragraph 3.1 hereinabove (unless such reduction is part of
an across the board
reduction
affecting all
Company executives with a comparable level of
responsibility, title
or stature),
or (b) Employee is removed from or
denied
participation in
incentive plans,
benefit plans, or perquisites generally
provided by the
Company to other executives with a comparable level of
responsibility,
title or stature, or (c) Employee's target incentive
opportunity, benefits
or perquisites are reduced relative to other executives
with comparable
responsibility,
title or stature,
or (d) Employee's title,
duties or
responsibilities with
the Company are significantly reduced, or (e)
Employee is required to relocate to an area outside the
Metropolitan Los Angeles
area, such event shall be considered a Termination Without Cause;
provided that
Employee must furnish
written notice to the
Company setting forth
the reasons
for Employee's intention to terminate employment under this paragraph,
and the
Company shall have an opportunity to cure the actions or omissions
forming the
basis for such intended termination, if possible, within thirty (30)
days after
receipt of such written notice.
6. Change of
Control.
------------------
6.1
In the event of a Change of Control of the Company at any time during
the Term of this Agreement, and Employee's Termination Without Cause within a
period of twelve (12)
months following the date of such Change of Control,
Employee shall be entitled to the following benefits:
(1) The Company shall
pay Employee a lump-sum severance amount
within thirty (30) days following Termination Without Cause equal to
two (2) times the sum of (a) the higher of the Employee's
annual base
salary at the time of
Termination Without
Cause or the annual
base
salary stated in
Paragraph 3.1 above,
and (b)the average of
the two
most recent annual bonuses which have been earned by Employee
(whether
paid or payable in cash or deferred) under the Company's
annual bonus
plan (currently known as the "Management Incentive Compensation
Plan")
and the amounts of which have been determined prior to the
Termination
Without Cause.
In the event
Employee has not been employed by the
Company long enough to
have at least two such annual bonuses earned
and determined
prior to the Termination Without Cause, then the
"average of the two most recent annual bonuses" for purposes of
clause
(b) of this paragraph shall mean (x) Employee's one annual bonus
which
has been earned and determined prior to the Termination Without
Cause,
if Employee has only
one such bonus,
or (y) Employee's annualized
target bonus for his or her first annual bonus
