PERFORMANCE SHARE AWARD
AGREEMENT
A.M. CASTLE & CO.
2008 RESTRICTED STOCK, STOCK OPTION
AND EQUITY COMPENSATION PLAN
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NUMBER OF
PERFORMANCE SHARES:
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-0-
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(THRESHOLD
AWARD)
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(TARGET
AWARD)
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(MAXIMUM
AWARD)
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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”). 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.
1.
Performance Vesting. Subject to Sections 2, 3
and 4, the Corporation shall deliver to the Grantee one share of
Common Stock for each whole Performance Share that is earned in
accordance with the following schedule, based on the
Corporation’s Cumulative Net Earnings and Return on Total
Capital for the Performance Period:
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Corporation’s Performance
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Measures
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Weighting
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Threshold
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Target
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Max
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If the
Corporation’s actual performance is between the amounts
listed above, the percentage of the Award shall be
interpolated.
2.
Delivery of Shares. The number of shares of Common
Stock that the Grantee earns under Section 1 will be delivered
to the Grantee as soon as administratively practicable after the
end of the Performance Period; provided, however, that in lieu of
shares of Common Stock, the payment may be made in cash or other
equity based property or any combination thereof, as the Committee
may determine in its sole discretion. Before such delivery, the
Committee shall certify in writing the number of Performance Shares
that the Grantee have earned. No fractional shares will be
delivered pursuant to this Award and fractional shares shall be
rounded down.
3.
Employment Termination . If the Grantee’s
employment with the Corporation and its subsidiaries terminates
before the end of the Performance Period, this Performance Share
Award shall be forfeited on the date of such
termination.
4.
Transferability . The Performance Shares shall not be
sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner, whether by the operation of law or otherwise. Any
attempted transfer of the Performance Shares prohibited by this
Section 4 shall be null and void.
5.
Adjustments . The Performance Shares shall be subject
to adjustment or substitution in accordance with Section V of
the Plan.
6.
Withholding. The Grantee are responsible for all
applicable federal, state and local income and employment taxes
(including taxes of any foreign jurisdiction) which the Corporation
is required to withhold at any time with respect to the Performance
Shares to satisfy its minimum statutory withholding requirements.
Such payment shall be made in full at the Grantee’s election,
in cash or check, by withholding from the Grantee’s next
normal payroll check, or by the tender of shares of Common Stock
payable under this Award. Shares of Common Stock tendered as
payment of required withholding shall be valued at the closing
price per share of Common Stock on the date such withholding
obligation arises.
(a)
Disclaimer of Rights. Nothing contained herein shall
constitute an obligation for contin
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