ex10-1.htm


    
      
        

        

      

       

      EXHIBIT
10.1

      


      


      AZZ
incorporated Amended and Restated 2005 Long-Term Incentive Plan


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AZZ
incorporated

      AMENDED
AND RESTATED 2005 LONG-TERM INCENTIVE PLAN

      


      ARTICLE
I

      THE
PLAN

      


      1.1           Name.  This
Plan shall be known as the “Amended and Restated AZZ incorporated 2005 Long-Term
Incentive Plan.”  Capitalized terms used herein are defined in Article
XII hereof.

      


      1.2           Purpose.  The
purpose of the Plan is to promote the growth and general prosperity of the
Company by permitting the Company to award to its Employees and Directors shares
of Common Stock of the Company and options to purchase Common Stock in the form
of Incentive Stock Options, Non-qualified Stock Options, Performance Awards,
Restricted Stock, Stock Appreciation Rights and Stock Unit
Awards.  The Plan is designed to help the Company and its Affiliates
attract and retain superior personnel for positions of substantial
responsibility, to provide Employees and Directors with an additional incentive
to contribute to the long-term performance and success of the Company and to
align Employees’ and Directors’ long-term financial interests with those of the
Company’s stockholders.  The Company intends that Incentive Stock
Options granted pursuant to Article III shall qualify as “incentive stock
options” within the meaning of Section 422 of the Code.

      


      1.3           Effective
Date.  The Plan shall become effective upon the Effective Date;
provided, however, that if the shareholders of the Company have not approved the
Plan by the date that is twelve months after the Effective Date, the Plan and
all grants made under the Plan shall be void and of no force or
effect.

      


      1.4           Eligibility to
Participate.  Any Employee or Director shall be eligible to
participate in the Plan.  Subject to the following provisions, the
Committee may make Awards in accordance with such determinations as the
Committee from time to time in its sole discretion shall make; provided,
however, that Incentive Stock Options may be granted only to persons who are
Employees.

      


      1.5           Shares Subject to the
Plan.  The shares of Common Stock to be issued pursuant to the
Plan shall be either authorized and unissued shares of Common Stock or shares of
Common Stock issued and thereafter acquired by the Company in open market
transactions or otherwise.

      


      1.6           Maximum Number of Plan
Shares.  Subject to adjustment pursuant to the provisions of
Section 9.2, and subject to any additional restrictions elsewhere in the Plan,
the maximum aggregate number of shares of Common Stock that may be issued and
sold hereunder shall not exceed 1,000,000 shares, and the maximum aggregate
number of Plan Shares with respect to which Awards may be granted to any person
during any calendar year shall not exceed 100,000 shares.

      


      1.7           Shares Granted Under
Plan.  Plan Shares with respect to which an Option has been
exercised or Restricted Stock or Stock Unit Awards have vested and Plan Shares
which


      
        
          
            937323_1                                                              


          

           


        

        
          1

          
            

          

        

        
           


        

      


      have been
issued in connection with Performance Awards shall not again be available for
grant hereunder.  If Options or Stock Appreciation Rights terminate
for any reason without being wholly exercised, if Restricted Stock or Stock Unit
Awards are forfeited prior to vesting or if Plan Shares are not issued under
Performance Awards, the number of Plan Shares underlying such Award shall not
count towards the maximum aggregate number of Plan Shares that may be issued
under the Plan as set forth in Section 1.6, and new Awards may be granted
hereunder covering the number of Plan Shares to which such termination,
forfeiture or lapse relates.  Notwithstanding the foregoing, to the
extent required for Awards intended to constitute “qualified performance-based
compensation” under Code Section 162(m) to satisfy the requirements for
deductibility under Code Section 162(m), Plan Shares subject to an Option or
Stock Appreciation Right that is cancelled shall not again be available under
the Plan for purposes of Section 1.6 and such other purposes, if any, as are
required to satisfy such requirements under Code Section 162(m).

      


      Upon the exercise of a Stock
Appreciation Right, only the number of shares of Common Stock actually issued in
connection with the exercise of such Stock Appreciation Right (and not the
corresponding number of shares of Common Stock related to the Stock Appreciation
Right (or portion thereof) being exercised) shall be treated as issued under the
Plan and, for the purpose of the limitation set forth in Section 1.6 of the Plan
in regard to the number of shares of Common Stock issuable under the Plan, the
remaining number of shares of Common Stock related to such exercised Stock
Appreciation Right (or portion thereof) shall again be available for issuance
under the Plan.  In the event that the Company distributes cash in
lieu of issuing shares of Common Stock in connection with the exercise of a
Stock Appreciation Right, the corresponding number of shares of Common Stock
related to the Stock Appreciation Right (or portion thereof) being exercised
shall again be available for issuance under the Plan.

      


      1.8           Conditions
Precedent.  The Company shall not issue any certificate for
Plan Shares pursuant to the Plan prior to fulfillment of all of the following
conditions:

      


      
        	
                (a)

              	
                the
      admission of the Plan Shares to listing on all stock exchanges on which
      the Common Stock is then listed, unless the Committee determines in its
      sole discretion that such listing is neither necessary nor
      advisable;

              


      

      


      
        	
                (b)

              	
                the
      completion of any registration or other qualification of the offer or sale
      of the Plan Shares under any federal or state law or under the rulings or
      regulations of the Securities and Exchange Commission or any other
      governmental regulatory body that the Committee shall in its sole
      discretion deem necessary or advisable;
and

              


      

      


      
        	
                (c)

              	
                the
      obtaining of any approval or other clearance from any federal or state
      governmental agency that the Committee shall in its sole discretion
      determine to be necessary or
advisable.

              


      

      


      1.9           Reservation of Shares of
Common Stock.  During the term of the Plan, the Company shall
at all times reserve and keep available such number of shares of Common Stock as
shall be necessary to satisfy the requirements of the Plan as to the number of
Plan Shares.  In addition, the Company shall from time to time, as is
necessary to accomplish the purposes of the


      
        
          
            937323_1                                                             


          

           


        

        
          2

          
            

          

        

        
           


        

      


      Plan,
seek or obtain from any regulatory agency having jurisdiction any requisite
authority that is necessary to issue Plan Shares hereunder.  The
inability of the Company to obtain from any regulatory agency having
jurisdiction the authority deemed by the Company’s counsel to be necessary to
the lawful issuance of any Plan Shares shall relieve the Company of any
liability in respect of the nonissuance of Plan Shares as to which the requisite
authority shall not have been obtained.

      


      1.10           Tax Withholding and
Reporting.

      


      
        	
                (a)

              	
                Condition
      Precedent.  The issuance of Plan Shares pursuant to the
      exercise of any Option or Stock Appreciation Right or in connection with a
      Performance Award,  and the vesting of any Restricted Stock or
      Stock Unit Award, is subject to the condition that if at any time the
      Committee shall determine, in its discretion, that the satisfaction of
      withholding tax or other withholding liabilities under any federal, state,
      or local law is necessary or desirable as a condition of, or in connection
      with such issuance, vesting or payment, then the issuance, vesting or
      payment shall not be effected unless the withholding shall have been
      effected or obtained in a manner acceptable to the
    Committee.

              


      

      


      
        	
                (b)

              	
                Manner of Satisfying
      Withholding Obligation.  When the Committee requires an
      Awardee to pay to the Company an amount required to be withheld under
      applicable income tax laws in connection with paragraph (a) above, such
      payment shall be made, as the Committee may in each case in its discretion
      determine, (i) in cash, (ii) by check, (iii) by delivery to the Company of
      shares of Common Stock already owned
by

              


      

      
        	
                 
      

              	
                the
      Awardee having a Fair Market Value on the Tax Date equal to the amount
      required to be withheld, (iv) through the withholding by the Company
      (“Company Withholding”) of a portion (but no more than the portion as so
      calculated) of the Plan Shares acquired upon the exercise of an Option or
      Stock Appreciation Right having a Fair Market Value on the Tax Date equal
      to the amount required to be withheld, or (v) in any other form of valid
      consideration permitted by the Committee in its
  discretion.

              


      

      


      
        	
                (c)

              	
                Notice of Disposition
      of Stock Acquired Pursuant to Incentive Stock Options.  The
      Company may require as a condition to the issuance of Plan Shares covered
      by any Incentive Stock Option that the party exercising the Option give a
      written representation to the Company, satisfactory in form and substance
      to its counsel and upon which the Company may reasonably rely, that he
      shall report to the Company any disposition of such shares prior to the
      expiration of the holding periods specified by Section 422(a)(l) of the
      Code.  If and to the extent the realization of income in such a
      disposition imposes upon the Company federal, state, or local withholding
      tax requirements or any such withholding is required to secure for the
      Company an otherwise available tax deduction, the Company shall have the
      right to require that the recipient remit to the Company an amount
      sufficient to satisfy those requirements; and the Company may require as a
      condition to the issuance of Plan Shares covered by an Incentive Stock
      Option that the party exercising such Option give a satisfactory written
      representation promising to make such a
  remittance.

              


      


      
        
          
            937323_1                                                             


          

           


        

        
          3

          
            

          

        

        
           


        

      


      (d)           Tax
Reporting.  The Company shall file, and shall furnish the
Awardee a copy of, all federal, state, and local tax information returns that it
deems to be required in connection with the grant, exercise, or vesting of any
Award.

      


      1.11           Exercise of
Options.

      


      
        	
                (a)

              	
                Method of
      Exercise.  Each Option shall be exercisable in accordance
      with the terms of the Option Agreement pursuant to which the Option was
      granted.  No Option may be exercised for a fraction of a Plan
      Share.

              


      

      


      
        	
                (b)

              	
                Payment of Purchase
      Price.  The purchase price of any Plan Shares purchased
      pursuant to an Option shall be paid at the time of exercise of the Option,
      as the Committee may in each case in its discretion determine, (i) in
      cash, (ii) by certified or cashier’s check, (iii) in shares of Common
      Stock held for at least six months, (iv) by delivery of a copy of
      irrevocable instructions from the Optionee to a broker or dealer,
      reasonably acceptable to the Company, to sell certain of the Plan Shares
      purchased upon exercise of the Option or to pledge them as collateral for
      a loan and promptly to deliver to the Company the amount of sale or loan
      proceeds necessary to pay such purchase price or (v) in any other form of
      valid consideration permitted by the Committee in its discretion. If any
      portion of the purchase price or a note given at the time of exercise is
      paid in shares of Common Stock, those shares shall be valued at their then
      Fair Market Value.

              


      

      


      1.12           Acceleration in Certain
Events.  The Committee may accelerate the exercisability or
other vesting of any Award in whole or in part at any
time.  Notwithstanding the provisions of any Award Agreement, the
following provisions shall apply:

      


      
        	
                (a)

              	
                Mergers,
      Consolidation, Etc.  In the event that the Company,
      pursuant to action by the Board, at any time enters an agreement whereby
      the Company will merge into, consolidate with, or sell or otherwise
      transfer all or substantially all of its assets to another corporation or
      other entity and provision is not made pursuant to the terms of such
      transaction for the assumption by the surviving, resulting, or acquiring
      corporation or other entity of outstanding Awards, or for the substitution
      of new Awards with substantially equivalent benefit therefor, each
      outstanding Award shall become fully (100 percent) vested upon approval of
      the merger or consolidation by the shareholders or owners of all
      constituent entities as required by the applicable laws of their
      respective domiciles. The Committee shall advise each Awardee in writing
      of the manner and terms under which such fully vested Awards shall be
      exercised, if applicable.

              


      

      


      
        	
                (b)

              	
                Change in
      Control.  Anything contained herein to the contrary
      notwithstanding, (1) an Awardee shall become fully (100 percent) vested in
      each of his or her Awards upon the occurrence of a Change in Control (as
      defined below) or a threatened Change in Control (as determined by the
      Committee in its sole discretion); and (2) no Award held by an Awardee at
      the time a Change in Control or threatened Change in Control occurs or at
      any time thereafter shall terminate for any reason before the end of the
      Award’s express term. For purposes of this section, “Change in Control”
      means one or more of the following
events:

              


      


      
        
          
            937323_1                                                             


          

           


        

        
          4

          
            

          

        

        
           


        

      


      


      
        	
                (i)

              	
                Any
      person within the meaning of Section 13(d) and 14(d) of the Exchange Act,
      other than the Company (including its Subsidiaries, directors or executive
      officers) has become the beneficial owner, within the meaning of Rule
      13d-3 promulgated under the Exchange Act, of 50 percent or more of the
      combined voting power of the Company’s then outstanding Common Stock and
      any other class or classes of the Company’s outstanding securities
      ordinarily entitled to vote in elections of directors (collectively,
      “Voting Securities”) (other than through the purchase of Voting Securities
      from the Company); or

              


      

      


      
        	
                (ii)

              	
                Shares
      representing 50 percent or more of the combined voting power of the
      Company’s Voting Securities are purchased pursuant to a tender offer or
      exchange offer (other than an offer by the Company or its subsidiaries or
      affiliates); or

              


      

      


      
        	
                (iii)

              	
                As
      a result of, or in connection with, any reorganization, tender offer or
      exchange offer, merger or other business combination, sale of assets,
      actual or threatened election contest (as such terms are used in Rule
      14a-11 of Regulation 14A promulgated under the Exchange Act) or other
      actual or threatened solicitation of proxies or consents by or on behalf
      of a person (within the meaning of Section 14d of the Exchange Act) other
      than the Board, or any combination of the foregoing transactions (a
      “Transaction”), the persons who were Directors of the Company before the
      Transaction shall cease to constitute a majority of the Board of the
      Company or of any successor to the Company;
or

              


      

      


      
        	
                (iv)

              	
                Following
      the effective date of the Plan, the Company is merged or consolidated with
      another corporation and as a result of such merger or consolidation less
      than 50 percent of the outstanding Voting Securities of the surviving or
      resulting corporation shall then be owned in the aggregate by the former
      shareholders of the Company; or

              


      

      


      
        	
                (v)

              	
                The
      Company transfers more than 50 percent of its assets, or the last of a
      series of transfers results in the transfer of more than 50 percent of the
      assets of the Company, to another entity that is not wholly-owned by the
      Company.  For purposes of this subsection (v), the determination
      of what constitutes a transfer and what constitutes over 50 percent of the
      assets of the Company shall be made by the Committee, as constituted
      immediately prior to the events that would constitute a Change in Control
      if 50 percent of the Company’s assets were transferred in connection with
      such events, in its sole
discretion.

              


      

      


      
        	
                (vi)

              	
                During
      any two consecutive years, individuals who, at the beginning of such
      period constituted the entire Board, ceased to constitute a majority of
      the Directors, unless the election of each was approved by at least
      two-thirds of the Directors still in office who were Directors at the
      beginning of the period.

              


      

      


      1.13           Written Notice
Required.  Any Option or Stock Appreciation Right shall be
deemed to be exercised for purposes of the Plan when written notice of exercise
has been


      
        
          
            937323_1                                                             


          

           


        

        
          5

          
            

          

        

        
           


        

      


      received
by the Company at its principal office from the person entitled to exercise the
Option or Stock Appreciation Right and payment for the Plan Shares with respect
to which the Option is exercised (if applicable) has been received by the
Company in accordance with Section 1.11.

      


      1.14           Compliance with Securities
Laws.  Plan Shares shall not be issued with respect to any
Award unless the issuance and delivery of the Plan Shares (and the exercise of
an Option or Stock Appreciation Right, if applicable) shall comply with all
relevant provisions of state and federal law (including without limitation (i)
the Securities Act and the rules and regulations promulgated thereunder and (ii)
the requirements of any stock exchange upon which the Plan Shares may then be
listed) and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The Committee may also require an Awardee to
furnish evidence satisfactory to the Company, including without limitation a
written and signed representation letter and consent to be bound by any transfer
restrictions imposed by law, legend, condition, or otherwise, that the Plan
Shares are being acquired only for investment and without any present intention
to sell or distribute the shares in violation of any state or federal law, rule,
or regulation.  Further, each Awardee shall consent to the imposition
of a legend on the certificate representing the Plan Shares issued pursuant to
an Award, restricting their transfer as required by law or this
section.

      


      1.15           Employment or Service of
Awardee.  Nothing in the Plan or in any Award shall confer upon
any Employee any right to continued employment by the Company or any of its
Subsidiaries or limit in any way the right of the Company or any Subsidiary at
any time to terminate or alter the terms of that employment.  Nothing
in the Plan or in any Award shall confer upon any Director any right to
continued service as a Director of the Company or any of its Subsidiaries or
limit in any way the right of the Company or any Subsidiary at any time to
terminate or alter the terms of that service.

      


      1.16           Rights of Awardees Upon
Termination of Employment or Service.  The provisions in this
Section 1.16 shall be subject to the provisions of Sections 6.1 and 8.1 the
provisions of any Award Agreement.  In the event an Awardee ceases to
be an Employee or Director, or for any reason other than death, Retirement,
Permanent Disability, or Cause or pursuant to a right of termination under an
Employee’s employment agreement with the Company, (i) the Committee shall have
the ability to accelerate the vesting of the Awardee’s Awards, in its sole
discretion, and (ii) any Option or Stock Appreciation Right held by such Awardee
shall be exercisable (to the extent exercisable on the date of termination of
employment or rendition of services, or, if the vesting of such Option or Stock
Appreciation Right has been accelerated, to the extent exercisable following
such acceleration) at any time within three months after the date of termination
of employment or rendition of services, unless by its terms the Option or Stock
Appreciation Right expires earlier or unless, with respect to a Nonqualified
Stock Option or Stock Appreciation Right, the Committee agrees, in its sole
discretion, to extend its term further; provided, however, that the term of any
such Option or Stock Appreciation Right shall not be extended beyond its initial
term. In the event an Awardee ceases to serve as an Employee or Director due to
death, Permanent Disability, Retirement, or Cause or pursuant to a right of
termination under an Employee’s employment agreement with the Company, (i) the
Committee shall have the ability to accelerate the vesting of the Awardee’s
Awards, in its sole


      
        
          
            937323_1                                                             


          

           


        

        
          6

          
            

          

        

        
           


        

      


      discretion,
and (ii) the Awardee’s Options or Stock Appreciation Right may be exercised as
follows:

      


      
        	
                (a)

              	
                Death.  Except
      as otherwise limited by the Committee at the time of the grant of an
      Option or Stock Appreciation Right, if an Awardee dies while serving as an
      Employee or Director or within three months after ceasing to be an
      Employee or Director, his Options and/or Stock Appreciation Rights shall
      become fully (100 percent) vested on the date of his death and shall
      expire twelve months thereafter, unless by their terms they expire sooner
      or unless, with respect to a Nonqualified Stock Option or Stock
      Appreciation Right, the Committee agrees, in its sole discretion, to
      extend its term further; provided, however, that the term of any such
      Nonqualified Stock Option shall not be extended beyond its initial term.
      During such period, the Option or Stock Appreciation Right may be fully
      exercised, to the extent that it remains unexercised on the date of death,
      by the Awardee’s personal representative or by the distributees to whom
      the Awardee’s rights under the Option or Stock Appreciation Right pass by
      will or by the laws of descent and
distribution.

              


      

      


      
        	
                (b)

              	
                Retirement.  If
      an Awardee ceases to serve as an Employee or Director as a result of
      Retirement, (i) the Committee shall have the ability to accelerate the
      vesting of the Awardee’s Awards, in its sole discretion, and (ii) the
      Awardee’s Options and/or Stock Appreciation Rights shall be exercisable
      (to the extent exercisable on the effective date of such Retirement or, if
      the vesting of such Options and/or Stock Appreciation Rights has been
      accelerated, to the extent exercisable following such acceleration) only
      at any time within three months after the effective date of such
      Retirement, unless by their terms the Options and/or Stock Appreciation
      Rights expire earlier or unless, with respect to a Nonqualified Stock
      Option or Stock Appreciation Right, the Committee agrees, in its sole
      discretion, to extend its term further; provided that the term of any such
      Option or Stock Appreciation Right shall not be extended beyond its
      initial term.

              


      

      


      
        	
                (c)

              	
                Disability.  If
      an Awardee ceases to serve as an Employee or Director as a result of
      Permanent Disability, the Awardee’s Awards shall become fully (100
      percent) vested and shall expire twelve months thereafter, unless by their
      terms they expire sooner or, unless, with respect to a Nonqualified Stock
      Option or Stock Appreciation Right, the Committee agrees, in its sole
      discretion, to extend its term; provided, however, that the term of any
      such Option or Stock Appreciation Right shall not be extended beyond its
      initial term.

              


      

      


      
        	
                (d)

              	
                Cause.  If an
      Awardee ceases to be employed by the Company or a Subsidiary or ceases to
      serve as a Director because the Awardee’s employment or service
      relationship with the Company or a Subsidiary is terminated for Cause, the
      Awardee’s Awards (other than Restricted Stock or Stock Unit Award that has
      already vested), and any rights related thereto, shall automatically
      expire on the date of such termination.  If any facts that would
      constitute Cause for termination or removal of an Awardee are discovered
      after the Awardee’s employment or service relationship with the Company
      has ended, any Awards then held by the Awardee (other than Restricted
      Stock or Stock Unit Award that has already vested) may be immediately
      terminated by the Committee.

              


      


      
        
          
            937323_1                                                             


          

           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Notwithstanding
      the foregoing, if an Awardee is an Employee employed pursuant to a written
      employment agreement with the Company or a Subsidiary, the Awardee’s
      relationship with the Company or a Subsidiary shall be deemed terminated
      for Cause for purposes of the Plan only if the Awardee is considered under
      the circumstances to have been terminated “for cause” for purposes of such
      written agreement or the Awardee voluntarily ceases to be an Employee in
      breach of his employment agreement with the Company or a
      Subsidiary.

              


      

      


      
        	
                (e)

              	
                Notice.  If
      an Awardee’s employment agreement with the Company or an Affiliate
      is terminated by either the Company, an Affiliate, or the Awardee by
      providing a required or permitted notice of termination thereunder, the
      Awards that are exercisable as of the date of termination shall remain
      exercisable for a period of twelve months (three months if Incentive Stock
      Options) after the date of termination and shall expire at the end of such
      twelve-month period (three-month period if Incentive Stock
      Options).

              


      

      


      1.17           Transferability of
Awards.  Except as may be agreed upon by the Committee in
accordance with this section, Awards (other than Restricted Stock or Stock Unit
Award that has fully vested) shall not be transferable other than by will or the
laws of descent and distribution or, with respect to Nonqualified Stock Options
or Stock Appreciation Rights, pursuant to the terms of a qualified domestic
relations order as defined by the Code or Title I of ERISA, or the rules
thereunder.  Incentive Stock Options may be exercised during the
lifetime of an Optionee only by that Optionee or by his legally authorized
representative.  The designation by an Awardee of a beneficiary shall
not constitute a transfer of the Award.  The Committee may, in its
discretion, provide in an Award Agreement that Nonqualified Stock Options or
Stock Appreciation Rights may be transferred to members of the Awardee’s
immediate family, trusts for the benefit of the Awardee and/or such immediate
family members, and partnerships in which the Awardee and/or such immediate
family members are the only partners, provided that there is no consideration
for the transfer.

      


      1.18           Information to
Awardees.  The Company shall furnish to each Awardee a copy of
the annual report, proxy statements and all other reports sent to the Company’s
shareholders, unless the Awardee otherwise receives the same as a shareholder of
the Company.  Upon written request, the Company shall furnish to each
Awardee a copy of its most recent Annual Report or Form 10-K and each quarterly
report to shareholders issued since the end of the Company’s most recent fiscal
year.

      


      


      ARTICLE
II

      ADMINISTRATION

      


      2.1           Committee.  The
Plan shall be administered by the Compensation Committee of the Board of
Directors consisting of not fewer than two members of the Board.  The
Committee shall be appointed by the Board.  Each member of the
Committee shall satisfy the independence requirements of the New York Stock
Exchange and shall meet the definition of “non-employee director” within the
meaning of Rule 16b-3 under the Exchange Act and “outside director” within the
meaning of Section 162(m) of the Code and the regulations issued pursuant
thereto.


      
        
          
            937323_1                                                             


          

           


        

        
          8

          
            

          

        

        
           


        

      


      Subject
to the provisions of the Plan, the Committee shall have the sole discretion and
authority to determine from time to time the persons to whom Awards shall be
granted and the number of Plan Shares subject to each Award, to interpret the
Plan, to prescribe, amend, and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, to determine and interpret the
details and provisions of each Award Agreement, to modify or amend any Award
Agreement or waive any conditions or restrictions applicable to any Award (or
the exercise thereof), and to make all other determinations necessary or
advisable for the administration of the Plan, all of which determinations shall
be final and binding upon all persons having an interest in the
Plan.

      


      2.2           Awards under the
Plan.  Awards under the Plan may be granted as Options, Stock
Appreciation Rights, Restricted Stock, Stock Unit Awards or Performance Awards,
as described herein.  Awards may be granted separately, in combination
or in tandem as determined by the Committee in its sole discretion.

      


      2.3           Action by the
Committee.  Action by the Committee shall be taken in
accordance with the Committee’s Charter as currently in effect, and as may be
amended from time to time.

      


      2.4           Company
Assistance.  The Company shall supply full and timely
information to the Committee on all matters relating to Employees and Directors,
their employment, death, Retirement, Permanent Disability, or other termination
of employment or service, and such other pertinent facts as the Committee may
require.  The Company shall furnish the Committee with such clerical
and other assistance as is necessary in the performance of its
duties.

      


      2.5           Exculpation of
Committee.  No member of the Committee shall be personally
liable for, and the Company shall indemnify all members of the Committee and
hold them harmless against, any claims resulting directly or indirectly from any
action or inaction by the Committee pursuant to the Plan, including without
limitation any determination by the Committee regarding whether a Change in
Control (within the meaning of Section 1.12) is threatened and any failure by
the Committee to consider such a determination.

      


      


      ARTICLE
III

      INCENTIVE
STOCK OPTIONS

      


      3.1           Terms and
Conditions.  The terms and conditions of Options granted under
this Article may differ from one another as the Committee shall, in its
discretion, determine, as long as all Options granted under this Article satisfy
the requirements of this Article.  However, in the absence of a
determination by the Committee to the contrary, the right to exercise Options
granted under this Article shall vest 20% on the date of the Award and 20% on
each of the first four anniversaries of that date.

      


      3.2           Duration of
Options.  Each Option granted pursuant to this Article and all
rights thereunder shall expire on the date determined by the Committee, but in
no event shall any Option granted under this Article expire earlier than one
year or later than ten years after the date on which the Option is granted; and
in no event shall any Option granted under this Article to an


      
        
          
            937323_1                                                             


          

           


        

        
          9

          
            

          

        

        
           


        

      


      individual
who, at the time the Option is granted, owns shares of stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or any Subsidiary or affiliate thereof within the meaning of Section
422 of the Code expire later than five years after the date on which the Option
is granted. In addition, each Option shall be subject to early termination as
provided elsewhere in the Plan.

      


      3.3           Purchase
Price.  The purchase price for Plan Shares acquired pursuant to
the exercise, in whole or in part, of any Option granted under this Article
shall not be less than the Fair Market Value of the Plan Shares at the time of
the grant of the Option; provided, however, in the event of the grant of any
Option to an individual who, at the time the Option is granted, owns shares of
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any Subsidiary or affiliate thereof within
the meaning of Section 422 of the Code, the purchase price for the Plan Shares
subject to that Option must be at least 110 percent of the Fair Market Value of
those Plan Shares at the time the Option is granted.

      


      3.4           Maximum Amount of Options
First Exercisable in Any Calendar Year.  The aggregate Fair
Market Value of Plan Shares (determined at the time the Option is granted) with
respect to which Options issued under this Article are exercisable for the first
time by any Employee during any calendar year under all incentive stock option
plans of the Company and

      its
Subsidiaries and affiliates shall not exceed $100,000.  Any portion of
an Option granted under the Plan in excess of the foregoing limit shall be
considered granted pursuant to Article IV.

      


      3.5           Individual Option
Agreements.  Each Employee receiving Options pursuant to this
Article shall be required to enter into a written Option Agreement with the
Company, the terms of which may differ from Option Agreements entered into by
other Optionees.  In such Option Agreement, the Employee shall agree
to be bound by the terms and conditions of the Plan, the Options granted
pursuant thereto, and such other matters as the Committee deems
appropriate.

      


      3.6           Persons
Eligible.  Each Employee of the Company or any of its
Subsidiaries shall be eligible to receive a grant of Incentive Stock
Options.

      


      


      ARTICLE
IV

      NONQUALIFIED
STOCK OPTIONS

      


      4.1           Option Terms and
Conditions.  The terms and conditions of Options granted under
this Article may differ from one another as the Committee shall, in its
discretion, determine as long as all Options granted under this Article satisfy
the requirements of this Article.  However, in the absence of a
determination by the Committee to the contrary, the right to exercise Options
granted under this Article shall vest 20% on the date of the Award and 20% on
each of the first four anniversaries of that date.

      


      4.2           Duration of
Options.  Each Option granted pursuant to this Article and all
rights thereunder shall expire on the date determined by the Committee, but in
no event shall any Option granted under this Article expire later than ten years
after the date on which the Option is


      
        
          
            937323_1                                                             


          

           


        

        
          10

          
            

          

        

        
           


        

      


      granted.  In
addition, each Option shall be subject to early termination as provided
elsewhere in the Plan.

      


                 4.3           Purchase
Price.  The purchase price for the Plan Shares acquired
pursuant to the exercise, in whole or in part, of any Option granted under this
Article shall not be less than the Fair Market Value of the Plan Shares at the
time of the grant of the Option.

      


      4.4           Individual Option
Agreements.  Each Optionee receiving Options pursuant to this
Article shall be required to enter a written Option Agreement with the Company,
the terms of which may differ from Option Agreements entered into by other
Optionees.  In such Option Agreement, the Optionee shall agree to be
bound by the terms and conditions of the Plan, the Options granted pursuant
thereto, and such other matters as the Committee deems appropriate.

      


      4.5           Persons
Eligible.  Each Employee and Director of the Company or any of
its Affiliates shall be eligible to receive a grant of Nonqualified Stock
Options.

      


      


      ARTICLE
V

      STOCK
APPRECIATION RIGHTS

      


      5.1           Terms and
Conditions.  The terms and conditions of Stock Appreciation
Rights granted under this Article may differ from one another as the Committee
shall, in its discretion, determine, as long as all Stock Appreciation Rights
granted under this Article satisfy the requirements of this
Article.  Notwithstanding anything herein or in any Award Agreement to
the contrary, no participant in the Plan who is subject to United States federal
income tax shall be awarded a Stock Appreciation Right unless the Committee
determines that such Stock Appreciation Right does not provide for the deferral
of compensation within the meaning of Section 409A of the Code.

      


      5.2           Duration of Stock
Appreciation Rights.  Each Stock Appreciation Right granted
pursuant to this Article and all rights related thereto shall expire on the date
determined by the Committee, but in no event shall any Stock Appreciation Right
granted under this Article expire later than ten years after the date on which
the Stock Appreciation Right is granted.  In addition, each Stock
Appreciation Right shall be subject to early termination as provided elsewhere
in the Plan.

      


      5.3           Payment Upon
Exercise.  A Stock Appreciation Right represents the right to
receive payment in cash, Common Stock or a combination of cash and Common Stock
in an amount equal to the excess of the fair market value of a specified number
of shares of Common Stock at the time the Stock Appreciation Right is exercised
over the exercise price of such Stock Appreciation Right which shall be no less
than 100% of the Fair Market Value of the same number of shares at the time the
Stock Appreciation Right was granted.  Solely for purposes of this
Section 5.3, Fair Market Value may be based on the average reported sales prices
for Common Stock over a period determined by the Committee or the reported sales
price on the specified date, as determined by the Committee.


      
        
          
            937323_1                                                             


          

           


        

        
          11

          
            

          

        

        
           


        

      


      5.4           Individual Stock
Appreciation Rights Agreements.  Each Awardee receiving Stock
Appreciation Rights pursuant to this Article shall be required to enter a
written Stock Appreciation Rights Agreement with the Company, the terms of which
may differ from Stock Appreciation Rights Agreements entered into by other
Awardees.  In such Stock Appreciation Rights Agreement, the Awardee
shall agree to be bound by the terms and conditions of the Plan, the Stock
Appreciation Rights granted pursuant thereto, and such other matters as the
Committee deems appropriate.

      


      5.5           Persons
Eligible.  Each Employee and Director of the Company or any of
its Affiliates shall be eligible to receive a grant of Stock Appreciation
Rights.

      


      


      ARTICLE
VI

      RESTRICTED
STOCK

      


      6.1           Terms and
Conditions.  Each grant of Restricted Stock shall confer upon
the Awardee thereof the right to receive a specified number of Plan Shares in
accordance with the terms and conditions of a Restricted Stock Agreement as set
forth in Section 6.2.  The general terms and conditions of the
Restricted Stock grants shall be as follows:

      


      
        	
                (a)

              	
                Restrictions.  Any
      Plan Shares awarded under this Article shall be restricted for a period of
      time to be determined by the Committee at the time of the award, which
      period shall be not less than 3 years and not more than 10
      years.  The restrictions shall prohibit the sale, assignment,
      transfer, pledge, or other encumbrance of the Plan Shares and will provide
      for possible reversion thereof to the Company in accordance with paragraph
      (b) during the period of
restriction.

              


      

      


      
        	
                (b)

              	
                Forfeiture Upon
      Termination of Employment.  All Restricted Stock awarded
      under this Article shall be forfeited and returned to the Company in the
      event the Awardee ceases to be an Employee or Director of the Company or
      one of its subsidiaries or affiliates prior to the expiration of the
      period of restriction, unless the Awardee’s termination of employment or
      service is due to his death, Permanent Disability, or Retirement, or
      termination without Cause, or constructive termination after a Change in
      Control.  Whether or not an Awardee’s Retirement or Permanent
      Disability has occurred will be determined by the Committee in its sole
      discretion.

              


      

      


      
        	
                (c)

              	
                Lapse of Restrictions
      Upon Death or Disability.  In the event of an Awardee’ s
      death or Permanent Disability, or termination without cause, or
      constructive termination after a Change in Control, the restrictions under
      paragraph (a) will lapse with respect to all Restricted Stock awarded to
      the Awardee under this Article prior to any such event, and the Plan
      Shares involved shall cease to be Restricted Stock within the meaning of
      this Article and shall no longer be subject to forfeiture to the Company
      pursuant to paragraph (b).

              


      


      
        
          
            937323_1                                                             


          

           


        

        
          12

          
            

          

        

        
           


        

      


       

      
        
          	
                  (d)

                	
                  Effect of Retirement.  In the event of an Awardee’s
      Retirement, the restrictions under paragraph (a) shall continue to apply
      as though the Awardee were still an Employee or Director unless the
      Committee shortens the restriction
      period.

                


        



      
        	
                (e)

              	
                Certificates.  Plan
      Share certificates issued with respect to awards of Restricted Stock shall
      be registered in the name of the Awardee but shall be delivered by him to
      the Company together with a stock power endorsed in blank.  Each
      such certificate shall bear the following
  legend:

              


      

      


      “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE, RESTRICTIONS
ON TRANSFER, AND CERTAIN OTHER TERMS AND CONDITIONS SET FORTH IN THE AZZ
incorporated 2005 LONG-TERM INCENTIVE PLAN AND THE RESTRICTED STOCK AGREEMENT
BETWEEN THE REGISTERED OWNER OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND
AZZ incorporated, ENTERED PURSUANT TO SUCH PLAN.”

      


      
        	
                (f)

              	
                Lapse of Restriction
      Period.  Upon the lapse of a restriction period as
      determined pursuant to paragraph (a), the Company will return the stock
      certificates representing the Plan Shares with respect to which the
      restriction has lapsed to the Awardee or his legal representative and
      pursuant to the instruction of the Awardee or his legally authorized
      representative will issue a certificate for such Plan Shares which does
      not bear the legend set forth in paragraph
(e).

              


      

      


      
        	
                (g)

              	
                Restrictions on
      Corresponding Securities and Assets.  Any other
      securities or assets (other than ordinary cash dividends) that are
      received by an Awardee with respect to Restricted Stock awarded to him,
      which is still subject to restrictions provided for in paragraph (a), will
      be subject to the same restrictions and shall be delivered by the Awardee
      to the Company as provided in paragraph
(e).

              


      

      


      
        	
                (h)

              	
                Rights in Restricted
      Stock.  From the time of grant of the Restricted Stock,
      the Awardee shall be entitled to exercise all voting rights attributable
      to the Restricted Stock, subject to forfeiture of such voting rights and
      the Restricted Stock as provided in paragraph
  (b).

              


      

      


      6.2           Individual Restricted Stock
Agreements.  Each Awardee of Restricted Stock shall be required
to enter a written Restricted Stock Agreement with the Company, the terms of
which may differ from Restricted Stock Agreements entered into by other
Awardees, as a precondition to receiving the award.  In such
Restricted Stock Agreement, the Awardee shall agree to be bound by the terms and
conditions of the Plan, the awards made pursuant hereto, and such other matters
as the Committee deems appropriate.

      


      6.3           Persons
Eligible.  Each Employee and Director of the Company or any of
its Affiliates shall be eligible to receive a grant of Restricted
Stock.

      



      
        
          
            937323_1                                                             


          

           


        

        
          13

          
            

          

        

        
           


        

      


      ARTICLE
VII

      STOCK
UNIT AWARDS

      


      7.1           Terms and
Conditions.  The terms and conditions of Stock Unit Awards
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine, as long as all Stock Unit Awards granted under
this Article satisfy the requirements of this Article.  However, in
the absence of a determination by the Committee to the contrary, the right to
exercise Stock Unit Awards granted under this Article shall vest 20% on the date
of the Award and 20% on each of the first four anniversaries of that
date.

      


      7.2           Settlement of Stock Unit
Awards.  A Stock Unit Award is an Award denominated in shares
of Common Stock that may be settled either in shares of Common Stock or in cash,
in the discretion of the Committee.  Notwithstanding anything herein
or in any Award Agreement to the contrary, no participant in the Plan who is
subject to United States federal income tax shall be awarded a Stock Unit Award
unless the Committee determines that such Stock Unit Award does not provide for
the deferral of compensation within the meaning of Section 409A of the
Code.

      


      7.3           Individual Stock Unit Award
Agreements.  Each Awardee receiving a Stock Unit Award pursuant
to this Article shall be required to enter a written Stock Unit Award Agreement
with the Company, the terms of which may differ from Stock Unit Award Agreements
entered into by other Awardees.  In such Stock Unit Award Agreement,
the Awardee shall agree to be bound by the terms and conditions of the Plan, the
Stock Unit Award granted pursuant thereto, and such other matters as the
Committee deems appropriate.

      


      7.4           Persons
Eligible.  Each Employee and Director of the Company or any of
its Affiliates shall be eligible to receive a grant of Stock Unit
Awards.

      


      


      ARTICLE
VIII

      PERFORMANCE
AWARDS

      


      8.1           Terms and
Conditions.  The terms and conditions of Performance Awards
granted under this Article may differ from one another as the Committee shall,
in its discretion, determine, as long as all Performance Awards granted under
this Article satisfy the requirements of this Article.  A Performance
Award may consist of either or both, as the Committee may determine, (i)
"Performance Shares" or the right to receive shares of Common Stock, Restricted
Stock or cash of an equivalent value, or any combination thereof as the
Committee may determine, or (ii) "Performance Units," or the right to receive a
fixed dollar amount payable in cash, shares of Common Stock, Restricted Stock or
any combination thereof, as the Committee may determine.  The
Committee may grant Performance Awards to any Awardee for no cash consideration,
for such minimum consideration as may be required by applicable law or for such
other consideration as may be specified at the time of the grant.  The
terms and conditions of Performance Awards shall be specified at the time of the
grant and may include provisions establishing the performance period, the
performance criteria to be achieved during a performance period, the criteria
used to determine vesting (including the acceleration thereof),


      
        
          
            937323_1                                                             


          

           


        

        
          14

          
            

          

        

        
           


        

      


      whether
Performance Awards are forfeited or vest upon termination of employment or
service during a performance period and the maximum or minimum settlement
values; provided, however, that Performance Awards may not fully vest in less
than one year in the case of performance vesting or three years in the case of
time vesting.  Each Performance Award shall have its own terms and
conditions, which shall be determined at the discretion of the
Committee.  If the Committee determines, in its sole discretion, that
the established performance measures or objectives are no longer suitable
because of a change in the Company's business, operations, corporate structure
or for other reasons that the Committee deems satisfactory, the Committee may
modify the performance measures or objectives and/or the performance
period.  Performance Awards may be valued by reference to the Fair
Market Value of a share of common stock or according to any formula or method
deemed appropriate by the Committee, in its sole discretion, including, but not
limited to, achievement of specific financial, production, sales, cost or
earnings performance objectives that the Committee believes to be relevant to
the Company's business and for remaining in the employ or active service of the
Company for a specified period of time, or the Company's performance or the
performance of its shares of Common Stock measured against the performance of
the market, the Company's industry segment or its direct
competitors.  Notwithstanding anything herein or in any Award
Agreement to the contrary, no participant in the Plan who is subject to United
States federal income tax shall be awarded a Performance Award unless the
Committee determines that such Performance Award does not provide for the
deferral of compensation within the meaning of Section 409A of the
Code.

      


      8.2           Settlement of Performance
Awards.  Performance Awards may be paid in cash, shares of
Common Stock (including Restricted Stock) or other consideration, or any
combination thereof.  If payable in shares of Common Stock, the
consideration for the issuance of the shares of Common Stock may be the
achievement of the performance objective established at the time of the grant of
the Performance Award.  Performance Awards may be payable in a single
payment or in installments and may be payable at a specified date or dates or
upon attaining the performance objective, all at the Committee's
discretion.  The extent to which any applicable performance objective
has been achieved shall be conclusively determined by the
Committee.

      


      8.3           Individual Performance Award
Agreements.  Each Awardee of a Performance Award pursuant to
this Article shall be required to enter a written Performance Award Agreement
with the Company, the terms of which may differ from Performance Award
Agreements entered into by other Awardees.  In such Performance Award
Agreement, the Awardee shall agree to be bound by the terms and conditions of
the Plan, the Performance Award granted pursuant thereto, and such other matters
as the Committee deems appropriate.

      


      8.4           Persons
Eligible.  Each Employee and Director of the Company or any of
its Affiliates shall be eligible to receive a Performance Award.

      


      


      ARTICLE
IX

      TERMINATION,
AMENDMENT AND ADJUSTMENT

      


      9.1           Termination and
Amendment.  The Plan shall terminate on the date that is one
day prior to the tenth anniversary of the Effective Date.  No Award
shall be granted under the


      
        
          
            937323_1                                                             


          

           


        

        
          15

          
            

          

        

        
           


        

      


      Plan
after that date of termination.  Subject to the limitations contained
in this Section, the Committee may at any time amend or revise the terms of the
Plan, including the form and substance of the Award Agreements to be used in
connection herewith; provided that no amendment or revision may be made without
the approval of the shareholders of the Company if such approval is required
under the Code, Rule 16b-3, or any other applicable law or rule or if such
amendment increases the number of shares available for Awards under the
Plan.  No amendment, suspension, or termination of the Plan shall,
without the consent of the individual who has received an Award hereunder, alter
or impair any of that individual’s rights or obligations under any Award granted
prior to that amendment, suspension, or termination. Notwithstanding any
provision in this plan to the contrary, no option or stock appreciation right
may be amended to reduce the price per share of the shares subject to such
option or the exercise price of such stock appreciation right, as applicable,
below the option price or exercise price as of the date the option or stock
appreciation right is granted.  In addition, no option or stock
appreciation rights maybe granted in exchange for, or in connection with, the
cancellation or surrender of an option, stock appreciation right or other award
having a higher option or exercise price.

      


      


      9.2           Adjustments.  If
the outstanding Common Stock is increased, decreased, changed into, or exchanged
for a different number or kind of shares or securities through merger,
consolidation, combination, exchange of shares, other reorganization,
recapitalization, reclassification, stock dividend, stock split, or reverse
stock split, an appropriate and proportionate adjustment shall be made in the
maximum number and kind of Plan Shares as to which Awards may be granted under
the Plan.  A corresponding adjustment changing the number or kind of
shares allocated to outstanding Awards, or portions thereof granted prior to any
such change also shall be made.  Any such adjustment in outstanding
Options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the Options but with a corresponding adjustment in
the price for each share covered by the Options.  The foregoing
adjustments and the manner of application of the foregoing provisions shall be
determined solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests.

      


      


      ARTICLE
X

      MISCELLANEOUS

      


      10.1           Other Compensation
Plans.  The adoption of the Plan shall not affect any other
stock option or incentive or other compensation plans in effect for the Company
or any Affiliate of the Company, nor shall the Plan preclude the Company or any
Affiliate thereof from establishing any other forms of incentive or other
compensation plans.

      


      10.2           Plan Binding on
Successors.  The Plan shall be binding upon the successors
and

      assigns
of the Company and any Subsidiary or affiliate of the Company that adopts the
Plan.

      


      10.3           Number and
Gender.  Whenever used herein, nouns in the singular shall
include the plural where appropriate, and the masculine pronoun shall include
the feminine gender.


      
        
          
            937323_1                                                             


          

           


        

        
          16

          
            

          

        

        
           


        

      


      


      10.4           Headings.  Headings
of articles and sections hereof are inserted for convenience of reference and
constitute no part of the Plan.

      


      10.5           Governing
Law.  The Plan shall be construed and governed in accordance
with the laws of the State of Texas.

      


      ARTICLE
XI

      CODE
SECTION 162(M) LIMITATIONS

      


      11.1  Applicability.  The
provisions of this Article XI apply, to the extent specified in the applicable
Award Agreement, to Awards granted to “covered individuals” within the meaning
of Code Section 162(m) and to individuals who the Committee determines may be
“covered individuals” at the time of payment of an Award.  In the
event of any inconsistencies between this Article XI and the other Plan
provisions, the provisions of this Article XI shall control.

      


      11.2  Establishment of Performance
Goals.  Awards, other
than Options and Stock Appreciation Rights, shall be based on the attainment of
certain performance goals.  No later than the earlier of (i) ninety
(90) days after the commencement of the applicable fiscal year or such other
award period as may be established by the Committee ("Award Period") and (ii)
the completion of twenty-five percent (25%) of such Award Period, the Committee
shall establish, in writing, the performance goals applicable to each such
Award.  At the time the performance goals are established by the
Committee, their outcome must be substantially uncertain.  In
addition, the performance goal must state, in terms of an objective formula or
standard, the method for computing the amount of compensation payable to the
Awardee if the goal is obtained.  Such formula or standard shall be
sufficiently objective so that a third party with knowledge of the relevant
performance results could calculate the amount to be paid to the subject
Awardee.  The material terms of the performance goals for Awardees and
the compensation payable thereunder shall be submitted to the Shareholders for
their review and approval if and to the extent required for such compensation to
be deductible pursuant to Section 162(m) (or any successor thereto) of the Code,
and the Treasury Regulations thereunder.  Shareholder approval, if
necessary, shall be obtained for such performance goals prior to any Award being
paid to such Awardee.  If Shareholder approval is required and the
Shareholders do not approve such performance goals, no amount shall be paid to
such Awardee for such applicable Award Period under the Plan.  The
disclosure of the "material terms" of a performance goal and the compensation
payable thereunder shall be determined under the guidelines set forth under
Section 162(m) of the Code, and the Treasury Regulations
thereunder.

      


      11.3  Components of
Awards.  Each Award to an
Awardee, other than Options and Stock Appreciation Rights, shall be based on
performance goals that are sufficiently objective so that a third party having
knowledge of the relevant facts could determine whether the goal was
met.  Except as provided in Section 11.8 hereof, performance measures
that may serve as determinants of Awards shall be limited to the following
measures: earnings per share; return on assets; return on equity; return on
capital; net profit after taxes; net profit before taxes; economic value added;
operating profits; stock price; market share; and sales or
expenses.  Within ninety (90) days following the end of each Award
Period, the Committee shall certify in writing that the


      
        
          
            937323_1                                                             


          

           


        

        
          17

          
            

          

        

        
           


        

      


      performance
goals, and any other material terms were satisfied.  Thereafter,
Awards shall be made for each Awardee as determined by the
Committee.  The Awards may not vary from the pre-established amount
based on the level of achievement.

      


      11.4  No Mid-Year Change in
Awards.  Except as
provided in Sections 11.8 and 11.9 hereof, each Award, other than Options and
Stock Appreciation Rights, shall be based exclusively on the performance
measures established by the Committee pursuant to Sections 11.2 and
11.3.

      


      11.5  No Partial Award Period
Participation.  An Awardee who becomes eligible to participate
in the Plan after performance goals have been established in an Award Period
pursuant to Sections 11.2 and 11.3 may not participate in the Plan prior to the
next succeeding Award Period, except with respect to Awards that are Options or
Stock Appreciation Rights.

      


      11.6  Performance
Goals.  Except as provided in Section 11.8 hereof, performance
goals shall not be changed following their establishment, and Awardees shall not
receive any payout, except with respect to Awards that are Options or Stock
Appreciation Rights, when the minimum performance goals are not met or
exceeded.

      


      11.7  Individual Performance and
Discretionary Adjustments.  Except as provided in Section 11.8
hereof, subjective evaluations of individual performance of the Awardees shall
not be reflected in their Awards, other than Awards that are Options or Stock
Appreciation Rights.  The payment of such Awards shall be entirely
dependent upon the attainment of the pre-established performance
goals.

      


      11.8  Amendments.  No
amendment of the Plan with respect to any Awardee may be made that would (i)
increase the maximum amount that can be paid to any one Optionee under the Plan,
(ii) change the specified performance goal for payment of Awards, or (iii)
modify the requirements as to eligibility for participation in the Plan, unless
the Shareholders have first approved such amendment in a manner that would
permit the deduction under Section 162(m) of the Code of such payment in the
fiscal year it is paid.  The Committee may amend this Article XI and
such other provisions as it deems appropriate, to cause amounts payable to
Awardees to satisfy the requirements of Section 162(m) and the Treasury
Regulations promulgated thereunder.

      


      11.9  Stock Options and Stock
Appreciation Rights; Maximum Amount of
Compensation.  Notwithstanding any provision of this Plan
(including the provisions of this Article XI) to the contrary, the amount of
compensation that an Awardee may receive with respect to Options and Stock
Appreciation Rights that are granted hereunder shall be based solely on an
increase in the value of the applicable shares of Common Stock after the date of
grant of such Award.  Thus, no Option may be granted hereunder to an
Awardee with an exercise price less than the Fair Market Value of the subject
shares of Common Stock on the date of grant.  The maximum amount of
compensation payable as an Award (other than an Award that is an Option or Stock
Appreciation Right) to any Awardee during any calendar year may not exceed
$1,000,000.  Section 1.6 sets forth the maximum number of shares of
Common Stock


      
        
          
            937323_1                                                             


          

           


        

        
          18

          
            

          

        

        
           


        

      


      with
respect to which Options or Stock Appreciation Rights may be granted to any
Awardee during any calendar year.

      


      


      ARTICLE
XII

      DEFINITIONS

      


      As used herein, the following terms
have the meanings hereinafter set forth unless the context clearly indicates to
the contrary:

      


      12.1           The
term “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling
or controlled by, or under direct or indirect common control with such Person,
including each Subsidiary, as defined below.

      


      12.2           “Award” means the
grant of an Option or Restricted Stock, Stock Appreciation Right, Stock Unit
Award or Performance Award.

      


      12.3           “Award Agreement”
means an Option Agreement, Restricted Stock Agreement, Stock Appreciation Rights
Agreement, Stock Unit Award Agreement or Performance Award
Agreement.

      


      12.4           “Award Period” has the
meaning set forth in Section 11.2.

      


      12.5           “Awardee” means the
recipient of an Award.

      


      12.6           “Board” means the
Board of Directors of the Company.

      


      12.7           “Cause” means
conviction of a crime involving moral turpitude or a crime providing for a term
of imprisonment in a federal or state penitentiary; commission of any willful
malfeasance or gross negligence in the discharge of duties to the Company or any
of its Affiliates having a material adverse effect on the Company or any of its
affiliates, their business or reputations; or, failure to correct within five
days after written notice, any specific failure in performance of the duties of
the Person’s position with the Company.

      


      12.8           “Change in Control”
has the meaning set forth in Section 1.12(b).

      


      12.9           “Code” means the
Internal Revenue Code of 1986, as amended.

      


      12.10                      “Committee” means the
committee appointed in accordance with Section 2.1.

      


      12.11                      “Common Stock” means
the Common Stock, par value $1.00 per share, of the Company or, in the event
that the outstanding shares of such Common Stock are hereafter changed into or
exchanged for shares of a different stock or security of the Company or some
other corporation, such other stock or security.


      
        
          
            937323_1                                                             


          

           


        

        
          19

          
            

          

        

        
           


        

      


      12.12                      “Company” means AZZ
incorporated, a Texas corporation, or any successor resulting from a corporate
reorganization of the Company.

      


      12.13                      “Director” means a
member of the Board.

      


      12.14                      “Effective Date” means
the date on which the Board approves the Plan.

      


      12.15                      “Employee,” as used
with regard to any provision of the Plan relating to Incentive Stock Options,
means an employee (within the meaning of Section 3401(c) of the Code and the
regulations thereunder) of the Company or of any Affiliate of the Company that
adopts the Plan, including Officers.

      


      12.16                      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

      


      12.17                      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

      


      12.18                      “Fair Market Value”
means such value as determined by the Committee on the basis of such factors as
it deems appropriate; provided that if the Common Stock is traded on a national
securities exchange or transactions in the Common Stock are quoted on the Nasdaq
National Market System, such value as shall be determined by the Committee on
the basis of the reported sales prices for the Common Stock on the date or dates
for which such determination is relevant, as reported on the national securities
exchange or the Nasdaq National Market System, as the case may be.  If
the Common Stock is not listed and traded upon a recognized securities exchange
or on the Nasdaq National Market System, the Committee shall make a
determination of Fair Market Value on a reasonable basis which may include the
mean between the closing bid and asked quotations for such stock on the date for
which such determination is relevant (as reported by a recognized stock
quotation service) or, in the event that there shall be no bid or asked
quotations on the date for which such determination is relevant, then on the
basis of the mean between the closing bid and asked quotations on the date
nearest preceding the date for which such determination is relevant for which
such bid and asked quotations were available.

      


      12.19                      “Incentive Stock
Option” means an Option granted pursuant to Article III.

      


      12.20                      “Nonqualified Stock
Option” means an Option granted pursuant to Article IV.

      


      12.21                      “Officer” means an
officer of the Company or any Subsidiary or Affiliate.

      


      12.22                      “Option” means an
Incentive Stock Option or a Nonqualified Stock Option.

      


      12.23                      “Optionee” means an
Awardee to whom an Option has been granted hereunder.

      


      12.24                      “Option Agreement”
means an agreement between the Company and an Optionee with respect to one or
more Options.


      
        
          
            937323_1                                                             


          

           


        

        
          20

          
            

          

        

        
           


        

      


      12.25                      “Performance Award”
means an Award issued pursuant to Article VIII, either in the form of “Performance Shares”
or “Performance
Units” as those terms are defined in Section 8.1.

      


      12.26                      “Performance Award
Agreement” means an agreement between the Company and an Awardee with
respect to a Performance Award.

      


      12.27                      “Permanent Disability”
has the meaning provided for that term in Section 22(e)(3) of the
Code.

      


      12.28                      “Person” means any
individual, corporation, partnership, joint venture, trust, or unincorporated
organization.

      


      12.29                      “Plan” means the AZZ
incorporated Amended and Restated 2005 Long-Term Incentive Plan, as set forth
herein and as amended from time to time.

      


      12.30                      “Plan Shares” means
shares of Common Stock issuable pursuant to the Plan.

      


      12.31                      “Restricted Stock”
means stock issued pursuant to Article V.

      


      12.32                      “Restricted Stock
Agreement” means an agreement between the Company and an Awardee with
respect to Restricted Stock.

      


      12.33                      “Retirement” occurs
when an Awardee terminates his employment or service relationship with the
Company or a Subsidiary on or after the date he (a) turns 65 years old or (b)
turns 55 years old and has completed ten years of service with the Company or a
Subsidiary or Affiliate as otherwise determined by the Board.

      


      12.34                      “Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act or any successor
rule.

      


      12.35                      “Securities Act” means
the Securities Act of 1933, as amended.

      


      12.36                      “Shareholders” means
the holders of Common Stock and/or, to the extent the context requires, other
equity securities of the Company.

      


      12.37                      “Stock Appreciation
Right” means a right granted pursuant to Article V.

      


      12.38                      “Stock Appreciation Rights
Agreement” means an agreement between the Company and an Awardee with
respect to Stock Appreciation Rights.

      


      12.39                      “Stock Unit Award”
means an award granted pursuant to Article VII.

      


      12.40                      “Stock Unit Award
Agreement” means an Agreement between the Company and an Awardee with
respect to a Stock Unit Award.


      
        
          
            937323_1                                                             


          

           


        

        
          21

          
            

          

        

        
           


        

      


      12.41                      “Subsidiary” means (i)
any “subsidiary corporation” of the Company, as defined in Section 424(f) of the
Code, (ii) any other entity that is taxed as a corporation under Section
7701(a)(3) of the Code and is a member of the “affiliated group” as defined in
Section 1504(a) of the Code, of which the Company is the common parent, and
(iii) any other entity as may be permitted from time to time by the Code or by
the Internal Revenue Service to be an employer of Employees to which Incentive
Stock Options may be granted.

      


      12.42                      “Tax Date” means the
date on which the amount of tax to be withheld is

      determined.

      


      12.43                      “Transaction” has the
meaning set forth in Section 1.12(b)(iii).

      


      12.44                      “Treasury Regulations”
means those regulations promulgated under and interpreting the
Code.

      


      12.45                      The
term “Voting
Securities” has the meaning set forth in Section 1.12(b)(i).

       

       

      

        
          937323_1                                                             


        

      
22