exv10w4



 







Exhibit 10.4




EMPLOYMENT/NON-COMPETITION AGREEMENT




          THIS AGREEMENT, is made and entered into this 26th day of January 2006, by and
between A. M. CASTLE & CO., a Maryland corporation, with offices located at 3400 North Wolf Road,
Franklin Park, Illinois 60131 (the “Company”) and MICHAEL GOLDBERG who resides at 8 Black Oak
Road, North Oaks, Minnesota 55127 (“Executive”).



          WHEREAS, the Company desires to employ Executive and Executive desires to be employed by
the Company, all upon the terms and conditions set forth herein.



          NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties
agree as follows:



          1. Employment. The Company hereby employs Executive, and Executive hereby accepts
such employment with the Company, upon all the terms and conditions set forth below. Executive
represents and warrants that he has full power and authority to enter into this Employment
Agreement and that he is not restricted in any manner whatsoever from performing his duties
hereunder.



          2. Employment Term. Unless earlier terminated as hereinafter provided, the term of
Executive’s employment under this Agreement shall commence on the date it is fully executed by all
parties and shall continue from year to year until terminated as hereinafter provided (“Employment
Term”).



          EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT
EXECUTIVE’S EMPLOYMENT IS AT WILL AND CAN BE TERMINATED BY EITHER PARTY AT ANY TIME WITH OR WITHOUT
CAUSE: If Executive’s employment terminates for any reason, with or without cause, Executive shall
not be entitled to any payments, benefits, damages, awards or compensation other than as provided
in either this Agreement or, if applicable, the Change of Control agreement of even date herewith
between the Company and Executive (the “Change in Control Agreement”).



          3. Position, Duties and Location.




               a. Chief Executive Officer. The Company shall employ Executive in the position
of and with the titles of President and Chief Executive Officer. Executive shall have the
responsibilities and duties as are commensurate with the position of president and chief
executive officer of an entity comparable to the Company including, but not limited to, the
powers and duties set forth in the Bylaws of the Company for such office. Executive shall
report solely and directly to (i) the Company’s Board of Directors (the “Board”) or (ii) a
director or group of directors designated by the Board. The Board may assign other duties
and rights to Executive from time to time. The Board shall have the right to modify the
responsibilities of Executive from time to time as the Board may deem necessary or
appropriate. Executive shall be provided with an office, secretarial services, and other
services commensurate with the status of his position.




               b. Manner of Employment. Executive shall faithfully, diligently and competently
perform his responsibilities and duties as President and Chief Executive Officer. Executive shall devote his exclusive and full efforts and time to the
Company. This Section 3, however, shall not preclude Executive, outside normal business
hours, from engaging in appropriate civic or charitable activities, which are not in
conflict with the Company’s civic or community activities or adverse to the policies or
interests of the Company or, with prior approval from the Board, from serving as a member of
the board of directors of another company, as long as such activities do not unduly
interfere or conflict with his responsibilities to the Company.




               c. Board. Subject to approval by the shareholders of the Company, the Company
agrees to take all corporate actions necessary for the appointment or election of Executive
to the Board within a reasonable period of time from the date of this Agreement. If elected
to the Board of the Company, Executive shall have all the duties and responsibilities as are
commensurate with the position of director. However, Executive shall receive no additional
compensation for serving as a director of the Company.




               d. During the Employment Term, Executive’s principal office and principal place of
employment, shall be within the Chicago metropolitan area.



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Exhibit 10.4




          4. Compensation.




               a. Base Compensation. The Company shall pay Executive, as compensation for his
services, base compensation in the amount of Four Hundred Fifty Thousand Dollars ($450,000)
per year, subject to annual reviews and increases at the sole discretion of the Board (“Base
Compensation”). Base Compensation shall be paid periodically in accordance with normal
Company payroll practices. After any such increase, the term “Base Salary” as utilized in
this Agreement shall thereafter refer to the increased amount. Base Salary shall not be
reduced at any time without the express written consent of Executive unless as part of a
Company wide austerity program; provided, however, that in no event shall it be reduced
below $450,000.




               b. Signing Bonus. The Company shall pay Executive a signing bonus of Fifteen
Thousand Dollars ($15,000) as soon as practicable after his signing of this Agreement and
of the Change in Control Agreement. Such bonus shall be reduced by applicable taxes.




               c. Additional Compensation. Executive shall participate in the management
incentive/bonus plan established by the Company for management and executive employees.
Executive’s participation shall provide for a target incentive equal to fifty percent (50%)
of his then current Base Compensation with a payout range of Zero percent (0%) to a maximum
incentive equal to One Hundred percent (100%) of his Base Compensation, depending on
performance to targets established by the Board.




               Furthermore, with respect to calendar year 2006, Executive’s incentive
compensation/bonus shall be not less than Two Hundred Twenty Five Thousand Dollars
($225,000) and, in determining the Executive’s incentive compensation/bonus, the
Executive shall be treated as having performed services for the Company from January 1,
2006 through the date of this Agreement.




               Executive shall be paid his management incentive compensation/bonus when other
management employees of the Company are paid their management incentive
compensation/bonuses, but in no event later than the fifteenth day of the third month
after the end of the performance period for which it is attributable.




               d. Performance Stock Grant. Executive shall be granted performance shares in
the amount of Forty Five Thousand (45,000) shares for the performance period ending
December 31, 2007 under the Company’s 2005 Performance Stock Equity Plan. All terms and
payouts under this subparagraph shall be covered by the provisions of the Company’s 2005
Performance Stock Equity Plan. The Executive shall be given performance stock grants or
other forms of equity based incentive compensation, if any, for performance periods
thereafter in an amount to be determined by the Board or its delegate



          5. Employment Benefits. In addition, Executive shall be entitled to the
following benefits during the Employment Term.




               a. No less than four (4) weeks paid vacation per calendar year to be taken at such
reasonable times as requested by Executive.




               b. Prompt reimbursement for all reasonable out-of-pocket business expenses incurred
by Executive during the regular performance of his duties for the Company, provided
Executive provides the Company with adequate documentation of such expenses in accordance
with the Company’s policies.




               c. Participation in any insurance or other employee benefit plans or programs
maintained by the Company for its employees on substantially the same terms and conditions
as such benefits are provided or made available to management employees of the Company,
such as family health care, pension and 401(k) plans, subject to any general eligibility
and participation provisions set forth in such plans; provided, however, that this
Agreement shall be the sole source of severance benefits paid by the Company with respect
to any termination of Executive’s employment covered by this Agreement.




               d. Use of a Company owned or leased automobile at a class Five (5) as set forth in
the Company’s Automobile Policy.




               e. Payment by the Company on behalf of Executive of the initiation fees, dues and
assessments of membership at one luncheon club located in the Chicago metropolitan area
that shall be agreed upon by the parties acting in good faith.



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Exhibit 10.4





               f. Payment by the Company on behalf of the Executive of two-thirds of the initiation
fee, and all of the dues and assessments of membership at one country club in the Chicago
metropolitan area that shall be agreed upon by the parties acting in good faith; provided,
however, that Company’s contribution towards any equity membership shall be returned to the
Company immediately following the Executive’s receipt of the proceeds upon cancellation,
sale or other disposition of such membership interest.




               g. Relocation expenses in selling Executive’s home and moving from North Oaks,
Minnesota to the Chicago metropolitan area in accordance with the Company’s Employee
Relocation Policy. In addition, Executive shall be entitled to (i) rental costs for an
appropriate apartment in the Chicago metropolitan area, mutually agreed upon by the parties
acting in good faith, through the earlier of the date he moves his primary residence to the
Chicago metropolitan area or September 30, 2006, (ii) reasonable costs for temporary living
expenses, including meals and lodging, pending the rental of the apartment referenced in
clause (i), and (iii) from the effective date of this Agreement through the date referenced
in (i) one round trip every week between Minneapolis, Minnesota and Chicago, Illinois for
Executive, or, at Executive’s election, Executive’s spouse (including business-class
airfare, taxis, meals and lodging). All taxable payments or reimbursements required
pursuant to this Section 5(g) that do not have a corresponding deduction shall include an
additional payment equal to 39% of any such taxable payment or reimbursement. In the event
of a subsequent relocation of the Company’s principal offices to a new location, to which he
consents, Executive shall be reimbursed for expenses for relocation of his residence on the
same basis as provided above in this Section 5(g).



          6. Termination and Severance Benefits.




               a. Death. The death of Executive shall automatically terminate the Company’s
obligations hereunder, provided however, the Company shall pay to Executive’s estate or his
designated beneficiary (i) Executive’s Base Compensation through the date of termination,
(ii) a pro-rata Management Incentive Compensation/Bonus for the year of death, based on the
Target Bonus for the year of death, payable promptly following the date of termination but
in no event later than the fifteenth day of the third month after the date of termination,
(iii) with respect to any granted but not awarded Performance Stock or other long term
incentive plan, the amount of shares or dollar amount payable to Executive as of the end of
the performance cycle shall be the target amount multiplied by a fraction, the numerator of
which is the number of whole completed months of service completed by Executive and the
denominator of which is the total number of months in the performance cycle, except that,
the number of shares payable under the 2005 Performance Stock Equity Plan shall be 45,000
multiplied by a fraction, the numerator of which shall be the number of months of completed
service by the Executive and the denominator of which shall be 24, with the Executive
treated as having performed services for the Company from January 1, 2006. The resulting
product shall be paid to Executive’s estate or his designated beneficiary as soon as
practicable following Executive’s termination of employment but in no event later than the
fifteenth day of the third month after the date of termination, (iv) accrued vacation pay
through the date of termination or other amounts earned, accrued or owing to Executive but
not yet paid as of such date, and (v) other benefits, if any, in accordance with applicable
plans, programs and arrangements of the Company other than Company severance plans.




               b. Disability. If Executive is unable to render services of substantially the
kind and nature, and to substantially the extent, required to be rendered by Executive
hereunder due to illness, injury, physical or mental incapacity or other disability, for
sixty (60) consecutive days or shorter periods aggregating at least one hundred eighty
(180) days within any twelve (12) month period (“Disability”), Executive’s employment may
be terminated by Company and Executive shall be entitled to (i) Base Compensation through
the date of termination, (ii) a pro-rata Management Incentive Compensation/Bonus, for the
year of termination, based on the Target Bonus for the year of termination, payable
promptly following the date of termination but in no event later than the fifteenth day of
the third month after the date of termination, (iii) with respect to any granted but not
awarded Performance Stock or other long term incentive compensation
plan, the amount or shares or dollar amount payable to Executive as of the end of



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Exhibit 10.4





the performance cycle shall be the target amount multiplied by a fraction, the numerator of
which is the number of whole completed months of service completed by Executive and the
denominator of which is the total number of shares payable under the 2005 Performance Stock
Equity Plan shall be 45,000 multiplied by a fraction, the numerator of which shall be the
number of months of completed service by the Executive and the denominator of which shall
be 24, with the Executive treated as having performed services for the Company from January
1, 2006. The resulting product shall be paid to Executive as soon as practicable following
Executive’s termination of employment, (iv) accrued vacation pay through the date of
termination or other amounts earned, accrued or owing to Executive but not yet paid as of
such date, (v) disability benefits in accordance with the long-term disability program then
in effect for management employees of the Company, (vi) continued participation for twelve
(12) months in all medical, dental, hospitalization and life insurance coverages and all
other employee welfare plans and programs in which he and his eligible dependents were
participating on the date of termination at the Company’s sole expense, provided, however,
that if any of the benefits plans do not permit his continued participation, the Company
shall provide him with the economic equivalent on an after-tax basis and provided, further,
that Executive’s right to COBRA continuation coverage under any Company group health plan
shall be reduced by the number of months of continued coverage provided pursuant to this
paragraph, and (vii) other benefits, if any, in accordance with applicable plans, programs
and arrangements of the Company other than Company severance plans.




               c. Resignation. If Executive resigns his employment during the Employment Term
in a situation to which Section 6(e) below does not apply, the Company shall have no
liability under this Agreement to Executive, except that Executive shall be entitled to (i)
Base Salary through the date of termination, (ii) accrued vacation pay through the date of
termination or other amounts payable to Executive as of the date of termination but not yet
paid as of such date and (iii) other benefits, if any, in accordance with applicable plans,
programs and arrangements of the Company (other than Company severance plans) applicable to
employees who voluntarily resign. A resignation of his employment by Executive shall not be
a breach of this Agreement.




               d. Termination by Company for Cause. The Company may terminate Executive’s
employment for Cause upon giving sixty (60) days written notice to Executive. Any such
written notice must specify the reasons for the termination. If Executive’s employment is
terminated for Cause, as defined herein, the Company shall have no liability under this
Agreement to Executive except that Executive shall be entitled to (i) Base Salary through
date of termination, (ii) accrued vacation pay through the date of termination or other
amounts payable to Executive as of the date of termination but not yet paid as of such
date, and (iii) other benefits, if any, in accordance with applicable plans, programs and
arrangements of the Company other than Company severance plans.




               e. Termination by Company Without Cause or Certain Resignations by
Executive. If the Company terminates Executive’s employment effective during the
Employment Term without Cause (as defined herein), or if, during the Employment Term
Company materially breaches this Agreement, fails to correct such breach within 30 days
of being notified of such breach, and Executive resigns his employment, or if the
Executive resigns on account of any act or set of facts or circumstances that would under
Illinois law constitute a constructive termination of Executive, Executive shall be
entitled to (i) Base Compensation through the date of termination, (ii) a pro-rata
Management Incentive Compensation/Bonus for the year of termination, based on the Target
Bonus for the year of termination, payable within thirty (30) days following the date of
termination, (iii) only in the event such termination takes place prior to the payout of
the 2005 Performance Stock Equity Plan, Executive shall receive a pro-rata payment of the
number of shares granted under the 2005 Performance Stock Equity Plan (45,000 shares)
where the number of shares to be awarded shall be 45,000 multiplied by a fraction, the
numerator of which is the number of complete months of service performed by Executive and
the denominator of which is 24, except that in determining the number of whole months of
completed service Executive shall be treated as having performed services for the company
from January 1, 2006. The resulting number of shares shall be paid to Executive as soon
as practicable after termination of employment but in no event later than the fifteenth
day



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Exhibit 10.4





of the third month after the date of termination, (iv) a lump sum payment equal to one
(1) times Executive’s Base Salary, at the annualized rate in effect on the date of
termination, payable within thirty (30) days following the date of termination, (v) a
lump sum payment equal to one (1) times Executive’s Management Incentive
Compensation/Bonus, based on the target bonus for the year of termination, payable
within thirty (30) days following the date of termination, (vi) accrued vacation pay
through the date of termination or other amounts earned, accrued or owing to Executive
but not yet paid as of such date, (vii) continued participation for twenty-four (24)
months in all medical, dental, hospitalization and life insurance coverages and in all
other employee welfare plans and programs in which he and his eligible dependents were
participating on the date of termination at the Company’s sole expense until the earlier
of the end of the 24-month period following the Termination Date or the date or dates
that he receives like coverages and benefits under the plans and programs of a
subsequent employer (determined on a benefit-by-benefit basis); provided, however, that
if any of the benefit plans do not permit his continued participation, the Company shall
provide him with the economic equivalent on an after-tax basis, and provided, further,
that Executive’s right to COBRA continuation coverage under any Company group health
plan shall be reduced by the number of months of continued coverage provided pursuant to
this paragraph; and (viii) other benefits, if any, in accordance with applicable plans,
programs and arrangements of the Company other than Company severance plans.




               f. No Mitigation/Offset. In the event of any termination of Executive’s
employment hereunder, Executive shall be under no obligation to seek other employment or
otherwise mitigate the obligations of the Company under this Agreement, and there shall be
no offset against amounts due to Executive under this Agreement for amounts earned by
Executive from a third party; provided, however, that Executive may offset under this
Agreement any amounts owed by Executive to the Company at the time payment would otherwise
be required under this Agreement.




               g. Notice of Termination. Any purported termination of Executive’s employment
by the Company or by Executive (other than by reason of death) shall be effectively
communicated to the other party by written notice identifying the effective date of
termination and the reason or cause for termination.




               h. Definition of Cause. The following acts by Executive shall constitute
“Cause” for termination:




                    (1) Willful theft or embezzlement, or willful attempted theft or
embezzlement, of money or intangible assets or property of the Company;




                    (2) Any willful act knowingly committed that subjects the Company or any
officer of the Company to any criminal liability for such act;




                    (3) Conviction of a felony involving moral turpitude;




                    (4) Gross and willful misconduct by Executive that results in a material injury
to the Company;




                    (5) A finding of willful dishonesty of Executive that results in a material
injury to the Company;




                    (6) Willful malfeasance by Executive, provided that such malfeasance in fact
has an injurious effect on the Company;




                    (7) Willful insubordination or willful refusal to perform assigned duties
provided that Executive shall have an opportunity of thirty (30) days after notice
from the Company to cure any such act or failure to act; and




                    (8) Executive’s material breach of this Agreement which continues for thirty
days after notice from the Company.




               i. Notwithstanding the foregoing provisions of this Paragraph 6, in the event the
Company reasonably determines that Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) will result in the imposition of additional tax on account of a
payment hereunder before the expiration of the 6-month period described in Section
409A(a)(2)(B)(i) (relating to the required delay in payment to a specified employee pursuant
to a separation from service), such payment will in lieu thereof be paid on the date that is
six (6) months and one (1) day following the date of the Executive’s separation from service
(as defined in Section 409A of the Code) (or , if earlier, the date of death of the
Executive).



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Exhibit 10.4




          7. Confidential and Proprietary Information.




               a. Executive covenants that after the date of this Agreement, he will not use or
disclose to any person, entity, association, firm or corporation, without the written
authorization of the Board, any of the Company’s Confidential Information. The term
“Confidential Information” means information and data not generally known outside the
Company or the relevant trade or industry (unless a result of a breach of any of the
obligations imposed by this Agreement or the wrongful conduct of any third party)
concerning the Company’s business and technical information, and includes, without
limitation, information relating to: (i) the identities of its customers and their
purchasing habits, needs, credit histories, contact personnel and other information; (ii)
suppliers’ and vendors’ costs, products, discounts, margins, contact personnel and other
information; and (iii) the Company’s trade secrets, price lists, margins, discounts,
financial and marketing information, personnel and compensation information, business plans
and operating procedures and techniques. Anything herein to the contrary notwithstanding,
the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law
or by any court, arbitrator, mediator or administrative or legislative body (including any
committee thereof) with apparent jurisdiction to order Executive to disclose or make
accessible any information, provided that Executive gives the Company seventy two (72)
hours prior written notice of such disclosure, along with copies of all such requests for
disclosure before making any such disclosure or (ii) with respect to any other litigation,
arbitration or mediation involving this Agreement, including, but not limited to, the
enforcement of this Agreement.




               Executive understands that this Section 7 applies to computerized as well as written
information and to other information, whether or not in written form. It is expressly
understood, however, that the obligations of this Section 7 shall only apply for as long as
and to the extent that the Confidential Information has not become generally known to or
available for use by the public other than by Executive’s wrongful act or omission or the
wrongful act of any third party.




               b. Executive covenants that at the end of his employment with the Company he will not
take with him any Confidential Information that is written, computerized, machine readable,
model, sample or other form capable of physical delivery, without the prior written consent
of the Company. Executive also agrees that at the end for any reason of his employment with
the Company or at any other time that the Company may request, he will deliver promptly and
return to the Company all such documents and materials in his possession or control, along
with all other property of the Company and property relating to the Company’s suppliers,
customers and business.




               c. Executive agrees that all inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related information which
relates to the Company or any of its Subsidiaries’ actual or anticipated business, research
and development of existing or future products or services (including new contributions,
improvements, ideas and discoveries, whether patentable or not) and which are conceived,
developed or made by Executive while employed by the Company (“Work Product”) belong to the
Company or such Subsidiary. Executive will promptly disclose such Work Product to the Board
and perform all actions reasonably requested by the Board to establish and confirm such
ownership. All work shall be deemed work made for hire. For purposes of this Agreement, the
term “Subsidiary” means any corporation or other entity of which the securities having a
majority of the voting power in electing directors or similar persons are, at the time of
determination, owned by the Company, directly or through one or more subsidiaries.
Notwithstanding the foregoing, this Section 7(c) shall not apply to an invention that
Executive developed entirely on his own time without using the Company’s equipment, supplies,
facilities or trade secret information except for those inventions that either (i) relate at
the time of conception or reduction to practice of the invention to the Company’s business,
or actual or demonstrably anticipated research or development of the Company; or (ii) result
from any work performed by Executive for the Company.



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Exhibit 10.4





          8. Non-Compete. Executive and the Company agree that the Company’s business will be
national in scope and depends, to a considerable extent, upon the individual efforts of Executive
in sales, marketing and management. Further, the Company and Executive recognize that in the course
of Executive’s employment with the Company, Executive will have access to a substantial amount of
confidential and proprietary information and trade secrets relating to the business of the Company,
and that it would be detrimental to the business of the Company, and have a substantial detrimental
effect on the value of the Company and Executive’s employment if Executive were to compete with the
Company upon termination of his employment. Executive therefore agrees, in consideration of the
Company entering this Agreement, establishing the base annual compensation and other compensation
benefits at the level herein provided for, that during the period of the term of his employment
with the Company, whether pursuant to this Agreement or otherwise, and continuing for the lesser of
(i) a period of one (1) year thereafter in the case of paragraphs “a”, “b”, “c” and “d” below and a
period of two (2) years thereafter in the case of paragraph “e” below; or (ii) the longest period
permitted by applicable law (such period referred to herein as the “Restricted Period”), he shall
not, without the prior written consent of the Company, directly or indirectly, either for himself
or for any other person or entity:




               a. Anywhere in the continental United States of America in which the Company has been
conducting, or intends to conduct business, engage or participate in, or assist, advise or
be connected with (including as an owner, partner, shareholder, advisor, consultant, agent
or otherwise) (without limitation by the specific enumeration of the foregoing), or permit
his name to be used by or render services for, any person or entity engaged in, or making
plans to engage in, a business which is competitive with, or substantially similar to, the
Company’s business (a “Competing Business”); provided, however, that nothing in this
Agreement shall prevent Executive from acquiring or owning, as a passive investment, up to
two percent (2%) of the outstanding voting securities of an entity, in the aggregate,
engaged in a Competing Business which are publicly traded in any recognized national
securities market, or (ii) performing service for any division, subsidiary or affiliate of a
Competing Business if Executive does not perform services for the entity (ies) (or portion
thereof) that constitutes the Competing Business;




               b. Take any action which might divert from the Company any opportunity (each, an
“Opportunity”) which would be within the scope of the Company’s business, and shall offer
each Opportunity to the Company which the Company may, in its sole discretion, decide to
pursue or not;




               c. Solicit, attempt to solicit, aid in the solicitation of, or accept any orders from
any person or entity who is or has been a customer of the Company at any time during the
period beginning one (1) year prior to the date hereof through the Restrictive Period, to
purchase products or services from any person or entity which products or services were
previously supplied or performed, as the case may be, by the Company;




               d. Solicit, attempt to solicit or aid in the solicitation of, any person or entity who
is or was a customer, supplier, licensor, licensee or person or entity having any other
business relationship with the Company, at any time during the period beginning one (1) year
prior to the date hereof through the Restrictive Period, to cease doing business with or
alter its business relationship with the Company; or




               e. Solicit or hire any person or entity who is (i) an officer or employee of the
Company; or (ii) a director, officer or employee of the Company to perform services for any
entity other than the Company or to terminate his or her employment with any of the
foregoing entities, provided that nothing in this Section 8(e) shall prohibit Executive from
providing employment or personal references for any such director, officer or employee.




               f. The parties believe, in light of the facts known as of the date hereof, and after
considering the nature and extent of the Company’s business, the amount of compensation and
other benefits provided herein, and the damage that could be done to the Company’s business
by Executive’s competing with the Company, that the foregoing covenant not to compete is
reasonable in time, scope and geographical limitation. However, if any court should construe
the time, scope or geographical limitation of the covenant not to compete to be too broad or
extensive, it is the intention of the parties that the contract be automatically reformed,
and as so reformed, enforced, to the maximum limits which may be found to be reasonable by
such court.



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Exhibit 10.4





          9. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective heirs, successors, legal representatives
and assigns.




          10. Notices. Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and either delivered in person or sent by first class, certified or
registered mail, postage prepaid, if to the Company at the Company’s principal place of business,
and if to Executive, at his home address most recently filed with the Company, or to such other
address as either party shall have designated in writing to the other party.




          11. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to any state’s
conflict of law principles.




          12. Severability and Construction. If any provisions of this Agreement is declared
void or unenforceable or against public policy, such provision shall be deemed severable and
severed from this Agreement and the balance of this Agreement shall remain in full force and
effect. If a court of competent jurisdiction determines that any restriction in this Agreement is
overbroad or unreasonable under the circumstances, such restriction shall be modified or revised
by such court to include the maximum reasonable restriction allowed by law.




          13. Remedies. Executive and Company acknowledge and agree that damages would not
adequately compensate Company if Executive were to breach any of his covenants contained in this
Agreement. Consequently, Executive agrees that in the event of any such breach, which continues
beyond any applicable notice and cure period provided in this Agreement, Company shall be entitled
to enforce this Agreement by means of an injunction or other equitable relief, in addition to any
other remedies available including, without limitation, termination of Executive’s employment for
Cause.




          14. Waiver. Failure to insist upon strict compliance with any of the terms, covenants
or conditions hereof shall not be deemed a waiver of such term, covenant or condition.




          15. Entire Agreement Modifications. This Agreement (including all exhibits hereto)
and the Change of Control Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede all prior agreements, oral and written, between the
parties hereto with respect to the subject matter hereof. In the event of any inconsistency
between any provision of this Agreement and any provision of any plan, employee handbook,
personnel manual, program, policy, arrangement or agreement of the Company or any of its
Affiliates, the provisions of this Agreement shall control. This Agreement may be modified or
amended only by an instrument in writing signed by both parties.




          16. Employment and Income Taxes. All payments made to Executive pursuant to this
Agreement will be Subject to withholding of employment taxes and other lawful deductions, as
applicable.




          17. Waiver and Release. Payment by the Company to the Executive of severance benefits
under Section 6 of this Agreement shall be in lieu of any and all other severance benefits or
rights in the case of termination of employment to which Executive might otherwise be entitled
under policies or practices of the Company or otherwise. In consideration of this Employment
Agreement, Executive, on behalf of himself and his heirs, successors and assigns, forever releases
and discharges the Company, its officers, directors, employees, agents, affiliates and insurers
from any and all known or unknown claims, obligations or liabilities, whether in contract or tort
or based on or through any federal, state or local statute, including but not limited to the Age
Discrimination in Employment Act, relating to or arising out of Executive’s employment with the
Company or the termination of that employment. The foregoing waiver does not apply to any rights
or actions under this Agreement.




          18. Survivorship. Except as otherwise set forth in this Agreement, to the extent
necessary to carry out the intentions of the parties hereunder the respective rights and
obligations of the parties hereunder shall survive any termination of Executive’s employment.




          19. Voluntary Execution of Agreement. Executive represents and agrees that he has
carefully read and fully understands all of the provisions of this Agreement and that he is
voluntarily entering into this Agreement. Executive further affirms that, prior to the
execution of this Agreement, he has been advised to and has had an opportunity to consult
independent counsel concerning the terms and conditions hereof.



74









 





Exhibit 10.4





          20. Indemnification. The Company agrees to indemnify Executive to the fullest
extent permitted under applicable law as provided in the Company’s Bylaws for officers
generally. During the Employment Term and for a period of at least six (6) years thereafter the
termination of Executive’s employment with the Company, a directors’ and officers’ liability
insurance policy (or policies) shall be kept in place providing coverage to Executive that is no
less favorable to him in any respect (including, without limitation, with respect to scope,
exclusion, amounts and deductibles) than the coverage then being provided to any other present
or former senior executive or director of the Company.




          21. Successors and Assigns. This Agreement shall bind and shall inure to the benefit
of the Company and any and all of its successors and assigns. This Agreement is personal to
Executive and shall not be assignable by Executive. The Company may assign this Agreement to any
entity which (i) purchases all or substantially all of the assets of the Company or (ii) is a
direct or indirect successor (whether by merger, sale of stock or transfer of assets) of the
Company. Any such assignment shall be valid so long as the entity which succeeds to the Company
expressly assumes the Company’s obligations hereunder and complies with its terms.




          22. Arbitration. Any dispute, controversy or claim between the Company and
Executive arising out of or relating to this Agreement or the breach, termination, or invalidity
hereof, shall promptly and expeditiously be submitted to binding arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of
such arbitration proceeding utilizing a single arbitrator. The arbitration shall apply the
substantive laws of Illinois and be held in the city in which the Company’s principal offices are
then located. Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Each party shall be responsible for its own costs and expenses,
including, without limitation, attorneys’ fees. Pending the resolution of any such dispute,
controversy or claim, Executive (and his beneficiaries) shall, except to the extent that the
arbitrator otherwise expressly provides, continue to receive all payments and benefits due under
this Agreement or otherwise.




          IN WITNESS WHEREOF, the Company and Executive have duly executed and delivered this Agreement
as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	A. M. CASTLE & CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John McCartney
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Lead Director	 	 
	 
	 	 	 	 	 	 
	 	 	MICHAEL GOLDBERG	 	 
	 
	 	 	 	 	 	 
	 	 	 /s/ Michael H. Goldberg	 	 
	 	 	 	 	 
	 	 	 Executive	 	 






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