(a) Cause. The term “Cause” shall mean: (i) Executive’s willful theft or embezzlement, or willfulattempted theft or embezzlement, of intangible assets or property of theCompany;  (ii) Any willful act knowingly committed by Executive thatsubjects the Company or any officer of the Company to any criminal liabilityfor such act;  (iii) The Executive’s engaging in egregious misconductinvolving serious moral turpitude to the extent that, in the reasonablejudgment of the Company, the Executive’s credibility and reputation nolonger conform to the standard of the Company’s executives;  (iv) Gross and willful misconduct by Executive that results ina material injury to the Company;  (v) Willful dishonesty of Executive that results in amaterial injury to the Company;  (vi) Willful malfeasance by Executive, provided that suchmalfeasance, in fact, has an injurious effect on the Company;  (vii) Executive’s willful insubordination or willful refusalto perform assigned duties provided that such assigned duties are consistentwith the job duties of the Executive and that the Executive shall have anopportunity of 30 days after notice from the Company to cure any such act orfailure to act;  (viii) Executive’s material breach of this Agreement which continues for 30 daysafter notice from the Company. (b) Code. The term “Code” means the Internal Revenue Code of1986, as amended.  (c) Good Reason. The term “Good Reason” shall mean: (i) a material diminution in the Executive’s basecompensation;  (ii) a material diminution in the Executive’s authority,duties, or responsibilities;  (iii) a material diminution in the authority, duties, orresponsibilities of the person to whom the Executive is required to report;
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 (iv) a material diminution in the budget over which theExecutive retains authority;  (v) a material change in the geographic location at which theExecutive must perform services for the Company; or  (vi) any other action or inaction that constitutes a materialbreach by the Company of this Agreement.For purposes of this Agreement, in order for a termination of employment by theExecutive to be considered to be on account of Good Reason, the followingconditions must be met by the Executive: (i) the Executive provides written notice to the Company ofthe existence of the condition(s) described in this subparagraph (c)potentially constituting Good Reason within 90 days of the initial existenceof such condition(s), and  (ii) the Company fails to remedy the conditions which theExecutive outlines in his written notice within 30 days of such notice, and  (iii) the Executive actually terminates employment with theCompany within six months of providing the notice described in thissubparagraph (c). (d) Termination Date. The term “Termination Date” means the dateon which the Executive’s employment with the Company and its affiliates terminatesfor any reason, including voluntary resignation. If the Executive becomesemployed by an entity into which the Company has merged, or by the purchaser ofsubstantially all of the assets of the Company, or by a successor to such entityor purchaser, a Termination Date shall not be treated as having occurred forpurposes of this Agreement until such time as the Executive terminates employmentwith the successor and its affiliates (including, without limitation, the mergedentity or purchaser). If the Executive is transferred to employment with anaffiliate (including a successor to the Company), such transfer shall notconstitute a Termination Date for purposes of this Agreement except if thetermination of the Executive is for Good Reason as provided herein.     4. Payments and Benefits. Subject to the terms and conditions of this Agreement, ifthe Executive’s employment is terminated during the Term of this Agreement (A) by the Company for areason other than for Cause or (B) by the Executive for Good Reason, the Executive shall beentitled to: (a) a lump sum severance payment equal to one times the Executive’sannual base salary in effect immediately prior to the Termination Date.
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 (b) a lump sum payment in an amount equal to the annual short-termincentive compensation to which the Executive would have been entitled had hecontinued in the employ of the Company through the last day of the calendar yearin which the Termination Date occurs and had the applicable incentive target(s)for such calendar year been met, pro-rated for the number of days during thecalendar year that the Executive was employed prior to the Termination Date.  (c) **[For CFO**: for each performance cycle for which an award to theExecutive is outstanding under the Company’s long term incentive compensationplan and with respect to which the Executive has performed services to hisTermination Date, a lump sum payment in an amount equal to the target number ofshares granted to the Executive in the long term incentive plan to which theExecutive would have been entitled had he continued in the employ of the Companythrough the last day of the performance cycle, pro-rated for the number of daysduring the calendar year that the Executive was employed prior to the TerminationDate.]  ** **** ****[For COO**: with respect to any granted but not awarded performance Stockpursuant to the Company’s long term incentive plan, the 2005 to 2007Restricted, Stock Option and Equity Plan, initiated on January 1, 2005 andterminating on December 31, 2007, Executive shall receive the entire lump sumof that grant at Termination; provided , however, that if the Executive’sTermination occurs after June 30th of the calendar year, theExecutive may elect, in a writing filed with the Company during the 7-dayperiod immediately following his Termination Date, to have the amount payableto him under this subparagraph (c) calculated on the basis of the actual(rather than the target) long-term incentive compensation to which theExecutive would have been entitled had he continued in the employ of theCompany through the last day of such calendar year;    with respect to any granted but not awarded Performance Stock or other longterm incentive compensation, a lump sum payment in an amount to which theExecutive would have been entitled had he continued in the employ of theCompany through the last day of the calendar year in which the Termination Dateoccurs and had the applicable incentive target(s) for such calendar year beenfully met, pro-rated for the number of days during the calendar year that theExecutive was employed prior to the Termination Date; provided, however, thatif the Executive’s Termination Date occurs after June 30th of thecalendar year, the Executive may elect, in a writing filed with the Companyduring the 7-day period immediately following his Termination Date, to have theamount payable to him under this subparagraph (c) calculated on the basis ofthe actual (rather than the target) long-term incentive compensation to whichthe Executive
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   would have been entitled had he continued in the employ of the Company throughthe last day of such calendar year, which amount shall be pro-rated as setforth in this subparagraph (c).**]**   [**For Other Executive Officers**: N/A] (d) continued health benefit coverage for the Executive and theExecutive’s qualified beneficiaries as provided in section 4980B of the Code(“COBRA”). Such COBRA continuation coverage shall be provided to the Executiveand the Executive’s qualified beneficiaries only if and to the extent that theExecutive (or his qualified beneficiaries, as applicable) make a timely and properelection to be covered under COBRA and make timely payments for the cost of suchcoverage; provided, however, that such COBRA coverage shall be at the Company’sexpense for the period beginning on the day after the Termination Date and endingon the earlier of (i) the first anniversary of the Termination Date or (ii) thedate on which the Executive commences employment with another employer.  (e) for the period beginning on the Termination Date and ending on theearlier of (i) the first anniversary of the Termination Date and (ii) the date onwhich the Executive commences employment with another employer, the Executiveshall be permitted the use of a Company-owned or leased automobile on the termsand conditions set forth in the Company’s Automobile Policy.For the avoidance of doubt, the Executive shall not be entitled to any benefits under thisAgreement if his termination of employment occurs on account of his death, disability, or voluntaryresignation (other than for Good Reason).     5. Time of Payments. Provided that the conditions of paragraph 6 (relating to waiverand release) have been satisfied, payments pursuant to subparagraphs 4(a) and 4(b) shall be paid nolater than March 15th of the calendar year following the calendar year in which the Executive’sTermination Date occurs or at such *earlier*date as may apply in accordance with the following: (a) the payment pursuant to subparagraph 4(a) (relating to severance pay)shall be paid within 10 days following the later of (i) the Executive’sTermination Date or (ii) the date on which the conditions of paragraph 6 aresatisfied; and  (b) the payment pursuant to subparagraph 4(b) [and (c)] (relating toincentive compensation) shall be made within 10 days following the later of (i)the date that the short-term incentive compensation would have been paid if theParticipant’s Termination Date had not occurred, and (ii) the date on which theconditions of paragraph 6 are satisfied.
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Notwithstanding any other provision of this Agreement, if the requirements of paragraph 6 are notsatisfied on or before March 1st of the calendar year following the calendar year in which theExecutive’s Termination Date occurs, the Executive shall not be entitled to any payments orbenefits under this Agreement.     6. Waiver and Release. The Executive shall not be entitled to any payments orbenefits under this Agreement unless and until the Participant executes and delivers to the Companya valid release of any and all claims against the Company and its affiliates in a form acceptableto the Company and the revocation period for such release has expired without revocation.     7. Mitigation. The Executive shall not be required to mitigate the amount of anypayment provided for in this Agreement by seeking other employment or otherwise. None of theCompany or any of its affiliates shall be entitled to set off against the amounts payable to theExecutive under this Agreement any amounts owed to the Company or any of its affiliates by theExecutive, any amounts earned by the Executive in other employment after the Termination Date, orany amounts which might have been earned by the Executive in other employment had he sought suchother employment.     8. Parachute Payments. The Company and the Executive agree that if any payment orbenefit to which the Executive is entitled from the Company, any affiliate, or any trustsestablished by the Company or by any affiliate (whether or not payable under this Agreement)including, without limitation, the vesting of an option or other non-cash benefit or property (allsuch payments, benefits and vesting being referred to collectively as “Payments”) are subject tothe tax imposed by section 4999 of the Internal Revenue Code of 1986 or any successor provision tothat section, then the Payments shall be reduced to the extent required to avoid application of thetax imposed by Code section 4999. The Executive shall be entitled to select the order in whichpayments are to be reduced in accordance with the preceding sentence. Determination of whetherPayments would result in the application of the tax imposed by section 4999, and the amount ofreduction that is necessary so that no such tax would be applied, shall be made, at the Company’sexpense, by the independent accounting firm employed by the Company on the Termination Date.     9. Withholding. All payments to the Executive under this Agreement will be subject toall applicable withholding of applicable taxes.     10. Confidential Information. The Executive agrees that during the Agreement Term andat all times thereafter: (a) Except as may be required by the lawful order of a court or agency ofcompetent jurisdiction, except as necessary to carry out his duties to the Companyand its affiliates, or except to the extent that the Executive has expressauthorization from the Company, the Executive agrees to keep secret andconfidential indefinitely, all Confidential Information (as defined below), andnot to disclose the same, either
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   directly or indirectly, to any other person, firm, or business entity, or touse it in any way. (b) To the extent that any court or agency seeks to have the Executivedisclose Confidential Information, he shall promptly inform the Company, and heshall take such reasonable steps to prevent disclosure of Confidential Informationuntil the Company has been informed of such requested disclosure, and the Companyhas an opportunity to respond to such court or agency. To the extent that theExecutive obtains information on behalf of the Company or any of its affiliatesthat may be subject to attorney-client privilege as to the Company’s attorneys,the Executive shall take reasonable steps to maintain the confidentiality of suchinformation and to preserve such privilege.  (c) Nothing in the foregoing provisions of this paragraph 10 shall beconstrued so as to prevent the Executive from using, in connection with hisemployment for himself or an employer other than the Company or any of theaffiliates, knowledge which was acquired by him during the course of hisemployment with the Company and its affiliates, and which is generally known topersons of his experience in other companies in the same industry.  (d) For purposes of this Agreement, the term “Confidential Information”shall include all non-public information (including, without limitation,information regarding litigation and pending litigation) concerning the Companyand its affiliates which was acquired by or disclosed to the Executive during thecourse of his employment with the Company, or during the course of hisconsultation with the Company following the Termination Date.  (e) This paragraph 10 shall not be construed to unreasonably restrict theExecutive’s ability to disclose confidential information in an arbitrationproceeding or a court proceeding in connection with the assertion of, or defenseagainst any claim of breach of this Agreement. If there is a dispute between theCompany and the Executive as to whether information may be disclosed in accordancewith this subparagraph (e), the matter shall be submitted to the arbitrators orthe court (whichever is applicable) for decision.     11. Competition. During the Term of the Agreement and for a period of 12 months aftertermination of the Executive’s employment with the Company for any reason, the Executive shall not,without the express written consent of the Chief Executive Officer of the Company: (a) be employed by, serve as a consultant to, or otherwise assist ordirectly or indirectly provide services to a Competitor (defined below) if: (i)
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   the services that the Executive is to provide to the Competitor are the sameas, or substantially similar to, any of the services that the Executiveprovided to the Company or its affiliates, and such services are to be providedwith respect to any location in which the Company or an affiliate of theCompany has material operations during the 12-month period prior to theTermination Date, or with respect to any location in which the Company or anaffiliate of the Company has devoted material resources to establishingoperations during the 12-month period prior to the Termination Date; or (ii)the trade secrets, confidential information, or proprietary information(including, without limitation, confidential or proprietary methods) of theCompany and its affiliates to which the Executive had access could reasonablybe expected to benefit the Competitor if the Competitor were to obtain accessto such secrets or information. For purposes of this subparagraph (a),services provided by others shall be deemed to have been provided by theExecutive if the Executive had material supervisory responsibilities withrespect to the provision of such services. (b) solicit or attempt to solicit any party who is then or, during the12-month period prior to such solicitation or attempt by the Executive was (or wassolicited to become), a customer or supplier of the Company, provided that therestriction in this subparagraph (b) shall not apply to any activity on behalf ofa business that is not a Competitor.  (c) solicit, entice, persuade or induce any individual who is employed bythe Company or its affiliates (or was so employed within 90 days prior to theExecutive’s action) to terminate or refrain from renewing or extending suchemployment or to become employed by or enter into contractual relations with anyother individual or entity other than the Company or its affiliates, and theExecutive shall not approach any such employee for any such purpose or authorizeor knowingly cooperate with the taking of any such actions by any other individualor entity for 12 months after Executive’s Termination Date.  (d) directly or indirectly own an equity interest in any Competitor(other than ownership of 5% or less of the outstanding stock of any corporationlisted on the New York Stock Exchange or the American Stock Exchange or includedin the NASDAQ System).The term “Competitor” means any enterprise (including a person, firm or business, whether or notincorporated) during any period in which it is materially competitive in any way with any businessin which the Company or any of its affiliates was engaged during the 12-month period prior to theExecutive’s termination of employment. Upon the written request of the Executive, the Company’sChief Executive Officer will determine whether a business or other entity constitutes a“Competitor” for purposes of this paragraph and may require the Executive to provide suchinformation as the Chief
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Executive Officer determines to be necessary to make such determination. The current andcontinuing effectiveness of such determination may be conditioned on the accuracy of suchinformation, and on such other factors as the Chief Executive Officer may determine.     12. Non-Disparagement. The Executive agrees that, while he is employed by theCompany, and after his Termination Date, he shall not make any false, defamatory or disparagingstatements about the Company, its affiliates, or the officers or directors of the Company or itsaffiliates that are reasonably likely to cause material damage to the Company, its affiliates, orthe officers or directors of the Company or its affiliates. While the Executive is employed by theCompany, and after the Termination Date, the Company agrees, on behalf of itself and itsaffiliates, that neither the officers nor the directors of the Company or its affiliates shall makeany false, defamatory or disparaging statements about the Executive that are reasonably likely tocause material damage to the Executive.     13. Nonalienation. The interests of the Executive under this Agreement are notsubject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,attachment, or garnishment by creditors of the Executive or the Executive’s beneficiary.     14. Amendment. This Agreement may be amended or canceled only by mutual agreement ofthe parties in writing without the consent of any other person. So long as the Executive lives, noperson, other than the parties hereto, shall have any rights under or interest in this Agreement orthe subject matter hereof.     15. Applicable Law. The provisions of this Agreement shall be construed in accordancewith the laws of the State of Illinois, without regard to the conflict of law provisions of anystate.     16. Severability. The invalidity or unenforceability of any provision of thisAgreement will not affect the validity or enforceability of any other provision of this Agreement,and this Agreement will be construed as if such invalid or unenforceable provision were omitted(but only to the extent that such provision cannot be appropriately reformed or modified).     17. Obligation of Company. Except as otherwise specifically provided in thisAgreement, nothing in this Agreement shall be construed to affect the Company’s right to modify theExecutive’s position or duties, compensation, or other terms of employment, or to terminate theExecutive’s employment. Nothing in this Agreement shall be construed to provide to the Executiveany rights upon termination of the Executive’s employment with the Company other than asspecifically described in paragraph 4. If the Executive’s employment is terminated other than bythe Company for Cause or by the Executive for Good Reason, the Executive’ benefits shall bedetermined in accordance with the applicable retirement, insurance and other programs of theCompany as may then be in effect.
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     18. Waiver of Breach. No waiver by any party hereto of a breach of any provision ofthis Agreement by any other party, or of compliance with any condition or provision of thisAgreement to be performed by such other party, will operate or be construed as a waiver of anysubsequent breach by such other party of any similar or dissimilar provisions and conditions at thesame or any prior or subsequent time. The failure of any party hereto to take any action by reasonof such breach will not deprive such party of the right to take action at any time while suchbreach continues.     19. Successors, Assumption of Contract. This Agreement is personal to the Executiveand may not be assigned by the Executive without the written consent of the Company. However, tothe extent that rights or benefits under this Agreement otherwise survive the Executive’s death,the Executive’s heirs and estate shall succeed to such rights and benefits pursuant to theExecutive’s will or the laws of descent and distribution. This Agreement shall be binding upon andinure to the benefit of the Company and any successor of the Company and the Company will requireany successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to allor substantially all of the business or assets of the Company to expressly assume and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform it if no such succession had taken place.     20. Notices. Notices and all other communications provided for in this Agreementshall be in writing and shall be delivered personally or sent by registered or certified mail,return receipt requested, postage prepaid (provided that international mail shall be sent viaovernight or two-day delivery), or sent by facsimile or prepaid overnight courier to the parties atthe addresses set forth below. Such notices, demands, claims and other communications shall bedeemed given: (a) in the case of delivery by overnight service with guaranteed next daydelivery, the next day or the day designated for delivery;  (b) in the case of certified or registered U.S. mail, five days afterdeposit in the U.S. mail; or  (c) in the case of facsimile, the date upon which the transmitting partyreceived confirmation of receipt by facsimile, telephone or otherwise;provided, however, that in no event shall any such communications be deemed to be given later thanthe date they are actually received. Communications that are to be delivered by the U.S. mail orby overnight service or two-day delivery service are to be delivered to the addresses set forthbelow:
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to the Company:A.M. Castle & Co.