A. M. CASTLE & CO
2008 RESTRICTED STOCK, STOCK OPTION AND EQUITY COMPENSATION
PLAN
(amended and restated as of March 5, 2009)
1.
Purpose . The A. M. Castle & Co. 2008 Restricted Stock,
Stock Option and Equity Compensation Plan (the “2008
Plan”) has been established by A. M. Castle & Co.
(“Castle”) to:
(a) attract and
retain key executive, managerial, supervisory and professional
employees;
(b) attract and
align the interest of directors with the long term interests of
Castle and stockholders;
(c) motivate
participating employees to put forth their maximum effort for the
continued growth of Castle and Subsidiaries;
(d) further
identify Participants’ interests with those of Castle’s
shareholders; and
(e) provide
incentive compensation opportunities which are competitive with
those of other corporations in the same industries as Castle and
its Subsidiaries;
and thereby
promote the long-term financial interest of Castle and its
Subsidiaries, including the growth in value of Castle’s
equity and enhancement of long-term shareholder return.
2.
Effective Date. The 2008 Plan became effective upon the
ratification by the holders of the majority of those shares present
in person or by proxy at Castle’s 2008 annual meeting of its
shareholders and was amended and restated as of March 5, 2009.
The 2008 Plan shall be limited in duration to ten (10) years
and, in the event of Plan termination, shall remain in effect as
long as any awards under it are outstanding.
3.
Definitions. The following definitions are applicable to the
2008 Plan:
“Board” means the Board of Directors of
Castle.
“Code” means the Internal Revenue Code of 1986,
as amended.
“Committee” means the Human Resources Committee
and its Subcommittee, or such other committee as may be designated
from time to time by the Board comprising of at least three (3) or
more members of the Board who are considered
“independent” and “disinterested persons”
within the meaning of Item 401of Regulation S-K and
Rule 16b-3 of the Securities Exchange Act of 1934, as
amended.
“Director” means an “independent”
(as that term is defined in Item 401 of Regulation S-K of
the Securities Exchange Act of 1934 and the New York Stock Exchange
Listing Standard) member of Castle’s Board of Directors. All
directors shall participate in the 2008 Plan as described in
Part III.
“Equity
Performance Award” has the meaning ascribed to it in
Part V.
“Fair
Market Value” of any Stock means, as of any date, the
closing market composite price for such Stock as reported for the
New York Stock Exchange-Composite Transactions on that date or, if
Stock is not traded on that date, on the next preceding date on
which Stock was traded.
“Participant” means any Director or employee of
Castle or any Subsidiary who is selected by the Committee to
participate in the 2008 Plan.
“Related
Company” means any corporation during any period in which
it is a Subsidiary, or during any period in which it directly or
indirectly owns fifty percent (50%) or more of the total combined
voting power of all classes of stock of Castle that are entitled to
vote.
“Restricted Period” has the meaning ascribed to
it in Part IV.
“Restricted Stock” has the meaning ascribed to
it in Part IV.
“Stock” means A. M. Castle & Co. common
stock.
“Stock
Option” means the right of a Participant to purchase
Stock pursuant to an Incentive Stock Option or Non-Qualified Option
awarded pursuant to the provision of Part II or
Part III.
“Subsidiary” means any corporation during any
period in which fifty percent (50%) or more of the total combined
voting power of all classes of stock entitled to vote is owned,
directly or indirectly, by Castle.
4.
Administration. The authority to manage and control the
operation and administration of the 2008 Plan shall be vested in
the Committee. Subject to the provisions of the 2008 Plan, the
Committee will have authority to select employees to receive awards
of Stock Options and Restricted Stock, to determine the time or
times of receipt, to determine the types of awards and the number
of shares covered by the awards, to establish the terms,
conditions, performance criteria, restrictions and other provisions
of such awards (including but not limited to the authority to
provide that in the event of certain changes in the beneficial
ownership of Castle’s Stock fully exercisable and/or vested),
and to cancel or suspend awards. In making such award
determinations, the Committee may take into account the nature of
services rendered by the respective employee, his or her present
and potential contribution to Castle’s success, and such
other factors as the Committee deems relevant. The Committee is
authorized to interpret the 2008 Plan, to establish, amend and
rescind any rules and regulations relating to the 2008 Plan, to
determine the terms and provisions of any agreements made pursuant
to the 2008 Plan and make all other determinations that may be
necessary or advisable for the administration of the 2008 Plan. Any
interpretation of the 2008 Plan by the Committee and any decision
made by it under the 2008 Plan is final and binding on all
persons.
5.
Participation. Subject to the terms and conditions of the
2008 Plan, the outside (non-employee) members of Castle’s
Board of Directors shall participate in the 2008 Plan and the
Committee shall determine and designate from time to time, the key
executive, managerial, supervisory and professional employees of
Castle and its Subsidiaries who will participate in the 2008 Plan.
In the discretion of the Committee, an eligible employee may be
awarded Stock Options, Restricted Stock or Equity Performance
Awards, and more than one (1) award may be granted to a
Participant. Except as otherwise agreed to by Castle and the
Participant, any award(s) under the 2008 Plan shall not affect any
previous award to the Participant under the 2008 Plan or any other
Plan maintained by Castle or its Subsidiaries. The Committee may
consider all factors that it deems relevant in selecting
Participants and in determining the type and amount of their
respective benefits.
6. Shares
Subject to the 2008 Plan. The shares of Stock with respect to
which awards may be made under the 2008 Plan shall be either
authorized and unissued shares or issued and outstanding shares
(including, in the discretion of the Board, shares purchased in the
market). Subject to the provisions of paragraph 10 of this
Section I, the number of shares of Stock which may be issued
with respect to awards under the 2008 Plan shall not exceed
2,000,000 shares in the aggregate. If, for any reason, any award
under the 2008 Plan otherwise distributable in shares of Stock, or
any portion of the award, shall expire, terminate or be forfeited
or cancelled, or be settled in cash pursuant to the terms of the
2008 Plan and, therefore, any such shares are no longer
distributable under the award, such shares of Stock shall again be
available for award to an eligible employee (including the holder
of such former award) under the 2008 Plan.
7.
Compliance with Applicable Laws and Withholding Taxes.
Notwithstanding any other provision of the 2008 Plan, Castle shall
have no liability to issue any shares of Stock under the 2008 Plan
unless such issuance would comply with all applicable laws and the
applicable requirements of the Security Exchange
2
Commission
(“SEC”), New York Stock Exchange, or similar entity.
Prior to the issuance of any shares of Stock under the 2008 Plan,
Castle may require a written statement that the recipient is
acquiring the shares for investment and not for the purpose or with
the intention of distributing the shares. In the case of a
Participant who is subject to Section 16(a) and 16(b) of the
Securities Exchange Act of 1934, the Committee may, at any time,
add such conditions and limitations to any election to satisfy tax
withholding obligations through the withholding or surrender of
shares or Stock as the Committee, in its sole discretion, deems
necessary or desirable to comply with Section 16(a) or 16(b) and
the rules and regulations thereunder or to obtain any exemption
therefrom. All awards and payments under the 2008 Plan are subject
to withholding of all applicable taxes, which withholding
obligations may be satisfied, with the consent of the Committee,
through the surrender of shares of Stock which the Participant
already owns, or to which a Participant is otherwise entitled under
the 2008 Plan.
8.
Transferability. Stock Options, Equity Performance Award
and, during the period of restriction, Restricted Stock awarded
under the 2008 Plan are not transferable except as designated by
the Participant by will or by the laws of descent and distribution.
Stock Options may be exercised during the lifetime of the
Participant only by the Participant.
9.
Employment and Shareholder Status. The 2008 Plan does not
constitute a contract of employment and selection as a Participant
does not give any employee the right to be retained in the employ
of Castle or any Subsidiary. No award under the 2008 Plan shall
confer upon the holder thereof any right as a shareholder of Castle
prior to the date on which he fulfills all service requirements and
other conditions for receipt of shares of Stock. If the
redistribution of shares is restricted pursuant to paragraph 7
above, certificates representing such shares may bear a legend
referring to such restrictions.
10.
Adjustments to Number of Shares Subject to the 2008 Plan. In
the event of any change in the outstanding shares or Stock of
Castle by reason of any stock dividend, split, spinoff,
recapitalization, merger, consolidation, combination, exchange of
shares or other similar change, the aggregate number of shares of
Stock with respect to which awards may be made under the 2008 Plan,
and the terms and the number of shares of any outstanding Stock
Options or Restricted Stock shall be equitably adjusted by the
Committee. Any such adjustment in any outstanding option shall be
made without change in the aggregate option price applicable to the
unexercised portion of such option but with a corresponding
adjustment in the price for each share covered by such option as
well as the adjustment in the number and kind of Stock Options
mentioned above. Adjustments under this paragraph 10 shall be made
by the Committee, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding
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