A. M. CASTLE &
CO.
NON-EMPLOYEE
DIRECTOR
RESTRICTED STOCK AWARD
AGREEMENT
A. M. CASTLE &
CO.
2008 RESTRICTED STOCK, STOCK
OPTION
AND EQUITY COMPENSATION
PLAN
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GRANTEE:
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ADDRESS:
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SOCIAL SECURITY NUMBER:
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NUMBER OF SHARES OF RESTICTED STOCK:
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DATE OF GRANT:
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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.
1. Vesting of Restricted
Stock. Subject to the terms and conditions of this Award
Agreement and the Plan, the Restricted Stock shall vest as
follows:
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NUMBER OF SHARES: ____________
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VESTED ON OR AFTER:
______________
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2. Stock Certificates.
Certificates for the Restricted Stock shall be issued by the
Corporation in the name of the Grantee and delivered to the Grantee
at the time of grant. The certificates shall bear the following
legend evidencing its restrictive nature as follows:
THE TRANSFERABILITY OF THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE
A. M. CASTLE & CO. 2008 RESTRICTED STOCK AND STOCK OPTION
PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
A. M. CASTLE & CO. A COPY OF SUCH PLAN AND AGREEMENT IS ON
FILE IN THE OFFICE OF THE SECRETARY OF A. M. CASTLE & CO.,
3400 N. WOLF ROAD, FRANKLIN PARK, ILLINOIS
60131.
3. Effect of Termination of
Service as a Director. If the Grantee’s service as a
director of the Corporation terminates for any reason, then any
Restricted Stock not vested as of such date will be forfeited to
the Corporation.
4. Rights as Shareholder. The
Grantee shall have all rights of a shareholder prior to the vesting
of the Restricted Stock, including the right to vote the shares and
receive all dividends and other distribut
