exv10w20w1







Exhibit 10.20.1




RELOCATION PROPOSAL

James F. Petelle

August 23, 2006



In consideration of you agreeing to move within commuting distance of Mount Airy, NC, Insteel
Industries, Inc.(the “Company”) hereby makes the following proposal:





	1.)	 	If you sell your house without incurring a broker commission, the company will pay you a lump
sum relocation allowance of 6% of the selling price which is based on 1% toward closing costs
on the sale of your home, 1% toward incidental costs of relocating, 2% toward closing cost of
a new home and a 2% bonus. ). Payment of the incidental amount will be paid at your request.
The amount for closing on your home will be paid at closing of the sale while the amount for
closing on your new home will be paid at closing.
	 
	2.)	 	If you utilize the services of a real estate broker to sell your home, the Company will pay
actual costs of a broker commission, not to exceed 6% of the appraised value of your house,
plus 4% (1% toward closing costs on the sale of your home, 1% toward incidental costs of
relocating and 2% toward closing costs on a new home).Payment of the incidental amount will be
paid at your request. The amount for closing on your home will be paid at closing of the sale
while the amount for closing on your new home will be paid at closing.
	 
	3.)	 	The Company will reimburse you the reasonable cost of moving your household goods to your new
residence. An estimate should be obtained from Sheets Moving and Storage, a North American
company, at 336-789-5596, and, if you choose, at least one other company of your choice.
Once estimates have been obtained, fax them to Gary Kniskern at 336-786-2144 with your
preference marked. You will not be required to use Sheets unless their cost is considerably
lower than the other estimate.
	 
	4.)	 	In addition, the Company will pay reasonable expenses for you and your family to travel to
your new location for your final move as well as for a househunting trip. Reasonable expenses
will include meals, lodging, mileage at the IRS mileage rate for relocation (currently $.18
per mile), and other reasonable miscellaneous expenses.
	 
	5.)	 	If you require temporary living quarters prior to selling your current house, Insteel will
pay for temporary quarters, including utilities, for up to three (3) months.
	 
	6.)	 	The Company will pay for storage of up to three (3) months for your household goods in the
event your house sells before you are able to secure suitable housing in your new location.




 









 










Relocation reimbursement, except for movement of household goods and travel to your new location,
is taxable income to you. The relocation allowance, storage and the monthly living expenses will be
included in your taxable wages prior to the end of the year in which the allowance is paid and will
be grossed up to cover estimated taxes. The reimbursement of moving your household goods and the
travel of your family to your new residence are not taxable income but will be shown on your W-2 at
the end of the year in which the expense is reimbursed.



RELOCATION EXPENSES MUST BE SUBMITTED, TO ME, FOR APPROVAL TO THE UNDERSIGNED ON AN EXPENSE REPORT
FORM MARKED “RELOCATION” AT THE TOP AND ONLY CONTAINING RELOCATION EXPENSES.



In the event that you voluntarily terminate your employment with the Company within three (3) years
of your employment with Insteel, you agree to reimburse the Company according to the following
schedule:




	 	 	 	 	 
	 	 	 	 	You will reimburse
	 	 	 	 	the following % of
	If you terminate	 	total relocation expenses
	after	 	but before	 	incurred by the company
	0 months
	 	12 months
	 	100%
	12 months
	 	24 months
	 	80%
	24 months
	 	36 months
	 	40%





IT IS NOT THE PURPOSE OF THIS DOCUMENT TO CREATE AN EXPRESS OR IMPLIED CONTRACT OF EMPLOYMENT. IT
PROVIDES AN OUTLINE OF AN OFFER TO REIMBURSE YOU FOR EXPENSES CONNECTED WITH RELOCATING. EMPLOYEES
ARE EMPLOYEES AT WILL. THE EMPLOYEE OR THE EMPLOYER MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT
ANY TIME FOR ANY REASON.




	 	 	 	 	 
	 

Date

	 	 

Gary D. Kniskern
	 	 
	 

	 	Vice President-Administration	 	 
	 

	 	Insteel Wire Products Company	 	 
	 
	 	 	 	 
	Accepted:
	 	 	 	 
	 
	 	 	 	 
	 

Date

	 	 

James F. Petelle