**EXHIBIT 10**

 

**MATERIAL CONTRACTS**

 

Exhibit 10 is:

 

(1) Amended and Restated Employment Agreement between James S. Marlenand the Company.

 

(2) Change of Control Agreement between Javier Solis and the Company.

 

(3) Change of Control Agreement between Gary Wagner and the Company.

 

(4) Change of Control Agreement between James R. McLaughlin and theCompany.

 

(5) 2001 Stock Incentive Plan.

 

(6) 2004 Stock Incentive Plan

 

(7) Key Executive Long-Term Cash Incentive Plan

 

Exhibit 10, Item (1) is incorporated by reference to Annual Report onForm 10-K filed with the Commission for Registrant’s fiscal year endedNovember 30, 2003

 

Exhibit 10, Items (2) and (3) are incorporated by reference to AnnualReport on Form 10-K filed with the Commission for Registrant’s fiscal yearended November 30, 1998.

 

Exhibit 10, Item (4) is incorporated by reference to Annual Report onForm 10-K filed with the Commission for Registrant’s fiscal year endedNovember 30, 2000.

 

Exhibit 10, Item (5) is incorporated by reference to RegistrationStatement No. 333-61816 on Form S-8 filed with the Commission on May 29, 2001.

 

Exhibit 10, Item (6) is incorporated by reference to RegistrationStatement No. 333-114534 on Form S-8 filed with the Commission on April 16,2004.

 

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# **KEYEXECUTIVE LONG-TERM CASH INCENTIVE PLAN**

# **GENERALPLAN DESCRIPTION**

# ** **

1.  NAME. The plan hereby created is known as the Ameron Key Executive Long-TermCash Incentive Plan (the “Plan”).

 

2.  PURPOSE. The Plan is intended to reward selected senior-level executives who makeimportant contributions to the long-term financial and strategic performance ofAmeron International Corporation (the “Company”) and its operations.Specifically, the Plan is designed to:

 

(1) Focus selected seniorexecutives on achieving specific long-term financial and strategic objectives;

 

(2) Provide significant awardpotential for achieving above average performance; and

 

(3) Enhance the ability of theCompany to attract and retain highly talented executives.

 

3.  PLAN ADMINISTRATION.  The Plan shall be administered by theCompensation & Stock Option Committee of the Company’s Board of Directors(the “Committee”). Subject to the provisions of the Plan, the Committee shallhave the authority to make all determinations necessary or advisable for theongoing administration of the Plan and to correct or supply any omission or toreconcile any inconsistency in the Plan in the manner and to the extent thatthe Committee, in its sole discretion, deems desirable to carry the Plan intoeffect. The Committee’s authority shall include but shall not be limited to:

 

**(1) The selection of Participants;**

 

(2) The establishment of TargetAwards;

 

(3) The establishment ofPerformance Cycles and Performance Objectives;

 

(4) The treatment ofunanticipated events materially affecting the administration of the Plan.

 

4.  DEFINITIONS. The following definitions shall apply to the Plan.

 

4.1  “AWARD” means the cash compensation earnedunder the terms of this Plan in any one Performance Cycle.

 

4.2  “BOARD” means the Board of Directors of theCompany.

 

4.3  “CHANGE OF CONTROL” shall mean any or all ofthe following:

 

(1) The dissolution orliquidation of the Company;

 

(2) A reorganization, merger orconsolidation of the Company with one or more corporations where the Company isnot the surviving corporation;

 

(3) Approval by thestockholders of the Company of any sale, lease, exchange or other transfer (inone or a series of transactions) of all or substantially all of the assets ofthe Company;

 

(4) Approval by thestockholders of the Company of any merger or consolidation of the Company inwhich the holders of voting stock of the Company immediately before the mergeror consolidation will not own fifty percent (50%) or more of the outstandingvoting shares of the continuing or surviving corporation immediately after suchmerger or consolidation;

 

(5) A change of twenty-fivepercent (25%) (rounded to the next whole person) in the membership of the Boardwithin a twelve-month period, unless the election or nomination for election bystockholders of each new director within such period was approved by the voteof eighty-five percent (85%) (rounded to the next whole person) of thedirectors then still in office who were in office at the beginning of thetwelve-month period.

 

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4.4  “CODE” refers to the Internal Revenue Code of1986, as amended, or any successor legislation.

 

4.5  “DISABILITY” means a physical or mentalcondition that permanently prevents the Participant from performing his or hernormal duties of employment. In the event that a Participant is covered by aCompany-sponsored long-term disability program and the Participant isdetermined to qualify for disability benefits under that program, then theParticipant shall be presumed to qualify as permanently disabled for purposes ofthe Plan. In the event that the participant is not covered by aCompany-sponsored long-term disability program, then the Participant shall bepresumed to be permanently disabled for purposes of the Plan if the Committeeso determines upon review of one or more medical opinions acceptable to theCommittee.

 

4.6  “EARLY RETIREMENT” means a voluntaryTermination of Service between the ages of fifty-five (55) and sixty-five (65)provided that the Participant has at least ten (10) years of Service (notnecessarily continuous) with the Company as of the date of Termination ofService.

 

4.7  “NORMAL RETIREMENT” means Termination ofService at or after reaching sixty-five (65) provided that the Participant hasat least five (5) years of Service with the Company (not necessarilycontinuous) as of the date of Termination of Service.

 

4.8  “PARTICIPANT” means those executive officers,other key employees and consultants who have been recommended by the Company’sChief Executive Officer and approved by the Committee for participation in thePlan.

 

4.9  “PARTICIPATION AGREEMENT” means the agreementbetween the Company and the Participant that describes the PerformanceMeasures, Performance Objectives and their relationship to Awards for thatParticipant.

 

4.10  “PERFORMANCE CYCLE” means the period of timeover which Company performance is measured for determining whether and to whatextent an Award is earned under the Plan.

 

4.11  “PERFORMANCE MEASURES” means the specificperformance measures described in Paragraph 8 hereinbelow.

 

4.12  “PERFORMANCE OBJECTIVES” means the specificperformance goals for the Performance Measures established by the Committee fora Performance Cycle against which actual performance is assessed under thisPlan.

 

4.13  “SALARY” means a Participant’s ending regularbase salary, before any deductions and exclusive of any bonuses, long-termincentives, payments under employee benefit programs and other non-regularforms of compensation, whether deferred or received by the Participant, in thelast year of the Performance Cycle.

 

4.14  “SERVICE” means substantially full-timeemployment or substantially full-time service as a consultant (whether activeor on an authorized leave of absence) with the Company.

 

4.15  “TARGET AWARD” means the cash compensation,expressed as a percentage of the Participant’s Salary, that a Participant iseligible to receive if the Performance Objectives established for a particularPerformance Cycle are achieved.

 

4.16  “TERMINATION OF SERVICE” means a terminationof Service from the Company for any reason, whether voluntary or involuntary,including death, Disability, Early Retirement or Normal Retirement.

 

5.  GENERAL PLAN DESCRIPTION.  The Plan provides an opportunity forParticipants to earn a cash payment following the completion of a PerformanceCycle based on the Company’s performance relative to Performance Objectives forthat Performance Cycle. It is anticipated, but not required, that eachPerformance Cycle will be three-years in length and that a new PerformanceCycle will begin each fiscal year. New Performance Objectives will beestablished by the Committee for each Performance Cycle.

 

6.  PLAN PARTICIPATION.  Participation in the Plan shall be limited toexecutive officers, other key employees and consultants who are recommended bythe Company’s Chief Executive Officer and approved by the Committee.Participation in any one Performance Cycle does not guarantee the right toparticipate in any subsequent Performance Cycle. Notwithstanding the foregoing,the Committee may extend participation or benefits to such Participants as itdeems fit in its sole and absolute discretion.

 

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7.  AWARD DETERMINATION PROCESS.  For each Performance Cycle, the Committeeshall assign each Participant a Target Award based on the Participant’s levelof responsibility, ability to influence long-term Company performance, andcompetitive pay considerations. In addition, the Committee shall establishPerformance Objectives for the Performance Cycle as well as the relationshipbetween Awards and different levels of achievement relative to the PerformanceObjectives. A Participant’s Target Award and the relationship between theParticipant’s Award and different levels of achievement shall be described in aParticipation Agreement entered into between the Company and the Participantfor each Performance Cycle.

 

The Committee will normally notadjust a participant’s Target Award during a Performance Cycle, but it reservesthe right to do so in special circumstances as it deems fit, such as forexample, due to the demotion of a Participant, provided that no suchadjustments shall be permitted if they are inconsistent with Section 162(m) ofthe Code. In the event of a decrease in a Participant’s Target Award during aPerformance Cycle, calculation of the Participant’s Award for that PerformanceCycle will be based on prorating each Target Award according to the number ofdays each was in effect during the Performance Cycle.

 

Awards shall be determined bythe Committee in accordance with the Participation Agreement no later thanninety (90) days following the end of each Performance Cycle. The Plan shallnot provide for discretionary payments outside of Awards determined inaccordance with the Plan. However, the Committee reserves the right todownwardly adjust Awards for any Performance Cycle if the Committee deems, inits sole discretion, that Company performance for the Performance Cycle wasmaterially influenced by events not anticipated at the time that thePerformance Objectives were established.  The maximum amount of cash compensation payable to any individual forany performance cycle shall not exceed $1 million.

 

8.  PERFORMANCE MEASUREMENT.  The Committee shall establish the PerformanceObjectives for each Performance Cycle from among the following measures, orsuch other measures as the Committee in its sole discretion may select:revenue, net cash flow, net income, operating income, earnings per share,return on sales, return on equity, return on net assets employed, and return ontotal capital.

 

9.  PAYMENT OF AWARDS.  Awards shall be paid in cash no later thanninety (90) days following the end of the Performance Cycle, unless the timingof such payment is either: (1) voluntarily deferred by the Participant to afuture date in accordance with any voluntary deferral agreement offered by theCompany to the Participant, or (2) involuntarily deferred pursuant to Paragraph10 of the Plan.

 

10.  INVOLUNTARY DEFERRAL.  If payments of Awards pursuant to this Planwould cause the Company to lose a tax deduction pursuant to Section 162(m) ofthe Code, the Committee may, at its sole discretion, require a Participant todefer receipt of a portion of the Award that exceeds the limitations set outunder Section 162(m) to a future date specified by the Committee. Any suchdeferred amounts shall be credited annually with interest at a rate determinedby the Committee, but not less than the rate generally available fromtwelve-month Certificates of Deposit issued by a major financial institution.

 

11.  TERMINATION OF SERVICE.  In the event of a Participant’s Terminationof Service for cause (as hereinafter defined), the Participant will not beentitled to receive an Award with respect to the corresponding PerformanceCycle. As used hereinabove the term “for cause” means termination of theParticipant’s employment by the Company in case of any willful breach of dutyby the Participant in the course of employment, or in case of habitual neglectof duty or continued incapacity to perform.

 

In the event of a Participant’sTermination of Service for any reason other than for cause, death, Disability,Normal Retirement or Early Retirement prior to the end of a Performance Cycle,the Participant will not be entitled to receive an Award with respect to thecorresponding Performance Cycle unless the number of full months of theParticipant’s Service with the Company during the Performance Cycle, divided bythe number of months in the Performance Cycle, exceeds 50%, in which case theParticipant will be entitled to a pro-rata portion of an Award for thatPerformance Cycle. Such pro-rata Award shall be determined by multiplying: (1)the amount of the Award for the Performance Cycle by (2) a ratio equal to thenumber of full months of the Participant’s Service with the Company during thePerformance Cycle, divided by the number of months in the Performance Cycle,and shall be payable at the end of the applicable Performance Cycle inaccordance with Paragraph 9 of the Plan.

 

In the event of the Participant’sTermination of Service due to death, Disability, Normal Retirement or EarlyRetirement, the following provisions will apply:

 

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11.1  DEATH, DISABILITY OR NORMAL RETIREMENT.  Upon a Participant’s death, determination ofDisability, or Normal Retirement prior to the end of a Performance Cycle, theParticipant (or, in the case of death, the person or persons to whom the rightsto any Award shall pass by reason of the Participant’s death, either by will orby applicable laws of descent and distribution) shall be entitled to receive apro-rata portion of any Award for that Performance Cycle. Such pro-rata Awardshall be determined by multiplying: (1) the amount of the Award for the PerformanceCycle by (2) a ratio equal to the number of full months of the Participant’sService with the Company during the Performance Cycle, divided by the number ofmonths in the Performance Cycle. Awards payable following a Participant’sdeath, determination of total and permanent Disability, or Normal Retirementshall be made at the end of the applicable Performance Cycle in accordance withParagraph 9 of the Plan.

 

11.2  EARLY RETIREMENT.  Upon the Early Retirement of the Participantprior to the end of a Performance Cycle, the Participant shall be entitled toreceive a pro-rata portion of any Award for the Performance Cycle in accordancewith the terms and conditions of this Plan. Such pro-rata portions shall bedetermined by multiplying: (1) the amount of the Award for the PerformanceCycle by (2) a ratio equal to the number of full months of the Participant’sService with the Company during the Performance Cycle, divided by twice thenumber of months in the Performance Cycle. Awards payable following a Participant’sEarly Retirement shall be made at the end of the applicable Performance Cyclein accordance with Paragraph 9 of the Plan.

 

12.  CHANGE OF CONTROL.  Upon a Change of Control of the Company priorto the end of any Performance Cycle, each Participant shall be entitled toreceive an Award under the Plan equal to the Participant’s Target Award for thePerformance Cycle based on the assumption that the Participant’s Salaryimmediately prior to a Change of Control would remain constant for the remainingperiod of the Performance Cycle. Awards payable in accordance with thisParagraph 12 shall be paid in cash no later than thirty (30) days following theeffective date of the Change of Control.

 

13.  NEW PARTICIPANTS.  New Participants may be added to the Plan bythe Committee at any time. New Participants added to the Plan during aPerformance Cycle shall be eligible to receive a pro-rata Award. Such pro-rataAward shall be determined by multiplying: (1) the amount of the Award for thePerformance Cycle by (2) a ratio equal to the number of full months of theParticipant’s Service with the Company during the Performance Cycle, divided bythe number of months in the Performance Cycle. Unless determined otherwise bythe Committee, a new participant must be a Participant in the Plan for at leasttwelve months during a Performance Cycle to be eligible to receive an Awardpayment under the Plan.

 

14.1  TRANSFER RESTRICTIONS.  This Award shall not be transferred,assigned, pledged or hypothecated in any way, whether by operation of law(including bankruptcy) or otherwise except as provided in Paragraph 11.1 ofthis Plan or pursuant to a valid qualified domestic relations order. Upon anyattempt to transfer, assign, pledge or hypothecate or otherwise dispose of anAward contrary to the provisions of this Plan, the Award and its associatedrights and privileges shall become null and void.

 

14.2  RIGHT OF EMPLOYMENT DENIED.  Nothing contained herein shall confer uponthe Participant any right to continue in the Service of the Company or shallinterfere in any way with the right of the Company (subject to the terms of anyseparate employment agreement to the contrary) at any time to terminate theParticipant’s Service or to increase or decrease the compensation of the Participantfrom the rate in existence on the date of this Plan. All Participants areemployed as employees-at-will and may be terminated at any time with or withoutnotice, and with or without cause (also subject to the terms of any separateemployment agreement to the contrary).

 

14.3  NO RIGHTS AS A SHAREHOLDER.  Neither the Participant nor any other personlegally entitled to receive a potential payment pursuant to this Plan shall beentitled to any of the rights or privileges of a shareholder of the Companysolely as a result of such Award.

 

14.4  UNFUNDED NATURE OF AWARD.  The Company may periodically accrue estimatedpayouts pursuant to the Plan and charge them as an expense against the incomestatement of the Company. Accruals for estimated payouts do not oblige theCompany to pay out any Award or any portion thereof. Each Participant is anunsecured creditor of the Company as to Awards. Neither the Participant nor anyother person shall have as a result of this Plan any interest in any fund norin any specific asset of the Company. Any reserve or other asset that theCompany may establish or acquire to ensure itself of the funds to providebenefits under this Plan shall not serve in any way as security to theParticipant or any other person for the Company’s performance under this Plan.

 

14.5  WITHHOLDING TAX.  The Company shall deduct from any payment dueunder the Plan any sums required by federal, state or local tax law to bewithheld with respect to such payment.

 

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14.6  AMENDMENT OR TERMINATION OF THE PLAN.  This Plan may be amended, suspended orrevoked at any time, with or without notice, by the Board. However, unlessrequired by law, no change may be made to the Plan that adversely affects anAward due for a completed Performance Cycle or as a result of a Change ofControl. Upon amendment, suspension or revocation of the Plan, the Committeemay, at its sole discretion, authorize the proration or early distribution, ora combination thereof, of Awards under the Plan.

 

14.7  EXTRAORDINARY EVENTS.  If an extraordinary event occurs during anyPerformance Cycle which significantly alters the basis upon which therelationship between performance and Awards was established, the Committee may,in its sole discretion, make adjustments to the performance measures, weightingof measures, threshold requirements and/or relationship formulas. Eventswarranting such action may include, but are not limited to, changes inaccounting rules or regulations, changes in regulatory rulings affecting thebusiness of the Company, and significant unexpected changes in economicconditions resulting in “windfall” gains or losses.

 

14.8  VALIDITY. In the event that any provision of this Plan is held to be invalid, voidor unenforceable, the same shall not effect, in any respect whatsoever, thevalidity of any other provision of the Plan.

 

14.9  EFFECTIVE DATE.  This Plan is effective as of December 1,1993, and shall remain in effect until terminated by the Board.

 

14.10  GOVERNING LAW.  This Plan shall be administered, interpretedand governed under the laws of the State of California.

 

ADOPTED BY THE BOARD OFDIRECTORS ON APRIL 25, 1994.

 

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