exh10-11_16807.htm


    
      EXHIBIT
10.11

    

    


    PAY
TO STAY PROGRAM LETTER AGREEMENT BETWEEN THE COMPANY AND BETH B.
PULLEY

    


     

    


     

    April 6,
2010

     

    Ms. Beth
B. Pulley

    


    Dear
Beth:

     

    As you
are aware, North American Galvanizing & Coatings, Inc. (“NAGC”) recently
announced that it has entered into an agreement to be acquired by AZZ
incorporated (“AZZ”).  The press release issued on April 1, 2010
announcing the Agreement, which outlines the general terms and time table of the
proposed transaction, is attached for your reference.  The anticipated
date for completion of the tender offer for AZZ’s acquisition of a majority of
the shares of NAGC is the end of May or the beginning of June.

     

    The
purpose of this letter is to offer you an opportunity to participate in a “Pay
to Stay” program designed to provide both you and NAGC an understanding of your
employment status during this period. The Company relies on you to do the best
job possible.  We would like for you to maintain that
focus.  Therefore, a “Pay to Stay” program is being offered to you if
you agree to remain in your current position for a period up to and including
two weeks past the close of the tender offer.  During the two week
period immediately following the close of the tender offer, the organization of
the continuing company will be determined.  At the completion of that
process you will be informed of your future with the new organization (the
“Notification Date”).

     

    Should
you be notified at that time that your services are no longer required, or that
your services are only required through a specific period (and you then work
through that period), you will be paid a “Pay to Stay” payment at the time of
your separation.  This payment will be in addition to those severance
benefits you might also be eligible to receive under Company
policy.

     

    If you
are notified that your employment will continue under similar circumstances as
your current employment, and you are involuntarily terminated without cause
within three months of the Notification Date or your job location is changed or
base salary is reduced during this period, you will receive the full “Pay to
Stay” payment.  This payment will also be in addition to those
severance benefits which you are eligible to receive under the NAGC
policy.  If you terminate for other reasons prior to the end of that
period, however, you will not receive the “Pay to Stay” payment.

     

    If you
have not been given a termination date and continue to work for at least three
months beyond the Notification Date, you will not be eligible to receive the
“Pay to Stay” amount.

     

    The “Pay
to Stay” payment amount is equivalent to 6 months of your current base
pay.

     

    For
purposes of this letter, “cause” means your conviction of a felony; negligent
failure to carry out your duties with the Company after you have been provided
with notice of the willful failure and have been given an opportunity to cure
it; insubordination; violation of company rule or policy; misconduct, job
abandonment; gross negligence or resignation by employee.

     

    Any “Pay
to Stay” payments will be subject to applicable withholdings.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Please be
advised that this document does not constitute a formal employment contract or
otherwise alter the nature of the at-will employment relationship between you
and NAGC.  If you agree to work through the transition period and then
work through that period, and are terminated at the end of the defined period
for reasons other than cause, the Company will draft an “Agreement for Severance
Benefits and For Release, Waiver and Nondisclosure” which will be presented to
you at the time of your separation from the Company.   Execution
of this Severance Agreement is a required condition for you to receive the “Pay
to Stay” payment.

     

    Again,
the “Pay to Stay” program is designed to promote your staying focused on your
job; please do so to the best of your ability paying special attention to
Quality and Safety.  I thank you for all your past efforts and look
forward to you giving the same effort during this transition
period.

     

    Sincerely,

     

    Ronald J.
Evans

     

    /s/
Ronald J. Evans 

      
        

      

    

    President
& CEO

     

    ACCEPTED:

     

    /s/ Beth B. Pulley 

      
        

      

    

    Employee
Signature

     

    April 6, 2010 

      
        

      

    

    Date

     

    
      
         


      

      
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