cicagreement7-6x2021






  Exhibit 10.7    1    CHANGE IN CONTROL AGREEMENT  This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective  as of July 9th, 2021 (the “Effective Date”), by and between _________________ (the “Executive”)  and AZZ Inc., a Texas corporation (the “Company”).  WITNESSETH  WHEREAS, the Executive is employed by the Company in the position of  ___________________________________________________; and  WHEREAS, the Company desires to continue to retain Executive’s experience, skills,  abilities, background and knowledge with respect to the Company and its business; and  WHEREAS, Executive desires to continue to be in the employ of the Company and is  willing to accept the terms and conditions set forth in this Agreement;  NOW THEREFORE, in consideration of the premises and the mutual covenants  hereinafter set forth, and intending to be legally bound hereby, it is hereby agreed as follows:  ARTICLE I  Term of Agreement  1.01 Term.  This Agreement shall remain in effect from the Effective Date until the  earlier of:  (a) the date when Executive’s employment with the Company terminates for  any reason not described in Section 3.02; or  (b) the date when the Company or successor has met all of its obligations under  this Agreement following a termination of Executive’s employment with the Company or  successor to the Company for any reason described in Section 3.02; or  (c) the date when a Company adopts a Change in Control Severance Plan  containing substantially similar terms and conditions to this Agreement and for which the  Executive is eligible to participate.  ARTICLE II  Certain Definitions Used in this Agreement  2.01 Annual Base Salary. For all purposes of this Agreement, “Annual Base Salary”  means Executive’s annual base salary in effect immediately prior to Executive’s termination, or  the rate in effect prior to any material reduction in Executive’s base salary that would give  Executive the right to resign for Good Reason, as defined below.  2.02 Annual Cash Compensation.  For all purposes of this Agreement, “Annual Cash  Compensation” means Annual Base Salary plus the Target Cash Bonus of the Executive.  





 






  2  2.03 Cause. For all purposes under this Agreement, “Cause” shall have the meaning  set forth on Exhibit B to this Agreement.    2.04 Change in Control. For all purposes under this Agreement, “Change in Control”  shall mean:  (a) a sale of all or substantially all of the assets of the Company, including,  without limitation, a sale of the equity interests of all or substantially all of the Company’s direct  and indirect subsidiaries;   (b) a merger or consolidation in which the Company is not the surviving entity  and in which the holders of the Company’s outstanding equity securities immediately prior to such  transaction own, immediately after such transaction, equity securities representing less than fifty  percent (50%) of the voting power of the entity surviving such transaction;  (c) a reverse merger in which the Company is the surviving entity but the  holders of the Company’s outstanding equity securities immediately prior to such transaction own,  immediately after such transaction, equity securities representing less than fifty percent (50%) of  the voting power of the Company; or  (d) an acquisition by any person, entity or group (excluding any employee  benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the  Company or other entity controlled by the Company) of the beneficial ownership of equity  securities of the Company representing over fifty percent (50%) of the combined voting power  entitled to vote in the election of directors.  Notwithstanding the foregoing, any transaction or series of related transactions, the primary  purpose of which (i) is to create a holding company that will be owned in substantially the same  proportions by the persons who held the Company’s equity securities immediately prior to such  transaction or (ii) is to raise capital for the Company in a bona fide equity financing shall be  deemed not to be a “Change in Control” for all purposes of this Agreement.  2.05 Change in Control Period. For all purposes under this Agreement, “Change in  Control Period” shall mean the period beginning on the execution of a definitive written agreement  that if consummated in accordance with its terms would result in a Change in Control and ending  on the earlier of (a) the termination of such agreement or (b) twenty-four (24) months following  the consummation of a Change in Control pursuant to such agreement.  2.06 Disability. For all purposes under this Agreement, “Disability” shall have the  meaning set forth on Exhibit B to this Agreement.  2.07 Good Reason. For all purposes under this Agreement, “Good Reason” shall have  the meaning set forth on Exhibit B to this Agreement.  





 






  3  ARTICLE III  TERMINATION BENEFITS  3.01 Benefits Upon Termination other than in connection with a Change in  Control. In the event Executive’s employment with the Company is terminated in any manner or  for any reason other than during a Change in Control Period, the rights of Executive to payments  and benefits, and the terms, conditions and limitations thereof, shall be solely as determined under  the Company’s compensation and benefits plans and policies.  3.02 Benefits Upon Termination without Cause or for Good Reason in connection  with a Change in Control. In the event Executive’s employment with the Company is terminated  by the Company or successor to the Company without Cause (and other than as a result of  Executive’s Disability) or Executive terminates his employment with the Company for Good  Reason (and other than as a result of Executive’s death), in each case during a Change in Control  Period, then, subject to Executive’s delivery to the Company or successor to the Company of a  Release and Waiver substantially in the form attached hereto as Exhibit A within the applicable  time period set forth therein, but in no event later than forty-five (45) days following termination  of Executive’s employment, and permitting such Release and Waiver to become fully effective in  accordance with its terms, the Company or successor to the Company, if applicable, shall provide  Executive with the following severance benefits hereunder:  (a) Executive’s accrued but unpaid Annual Base Salary through the date of  termination (plus accrued and unpaid expenses reimbursable in accordance with Company  policies);  (b) severance will be paid in the form of regularly scheduled paychecks over a  period of 24 months which  shall begin on the first regular payroll date of the Company following  the effective date of the Release and Waiver and shall end when the cumulative amount of the  paychecks total two hundred percent (200%) of Executive’s Annual Cash Compensation, which  shall be calculated ignoring any decrease in Executive’s Annual Base Salary that forms the basis  for Executive’s termination for Good Reason, if applicable, and;   (c) notwithstanding any contrary terms of any stock option grant, option  agreement or other equity award agreement between the Company and Executive, all outstanding  stock options and other equity awards with respect to the Company common stock held by  Executive as of the date of termination that are subject to time-based vesting requirements shall  accelerate and vest in full;   (d) a lump sum payment equal to Executive’s Target Cash Bonus for the year  that includes the date of termination, multiplied by a fraction, the numerator of which is the number  of full calendar months elapsed in the performance period of the bonus through the date of  termination, and the denominator of which is the total number of calendar months in the bonus  performance period, payable 60 days after the date of termination; and  (e) the Company will continue to provide Executive with medical, dental and  vision insurance coverage substantially comparable to the coverage maintained by the Company  for Executive immediately prior to his date of termination at no cost to Executive. Such continued  





 






  4  coverage shall cease upon the earlier of: (i) the date which is two (2) years after the Effective Date  or (ii) the date on which Executive becomes a full-time employee of another employer, provided  Executive is entitled to benefits with such other employer that are substantially similar to the health  and welfare benefits provided by the Company.  If any medical, dental or vision coverage  continues after such 24-month period, Executive shall be responsible for 100% of the cost.  To the  extent any of such group health benefits are self-insured, any amounts paid (A) by Executive shall  be paid on an after-tax basis, and (B) by Company on behalf of Executive and/or his spouse or  dependents shall be reported on Executive’s Form W-2 as taxable income.   3.03 Certain other Payments. Subject to ARTICLE IV, nothing contained in  Section  3.02 or otherwise under this Agreement shall limit Executive’s right to receive a  payout of  Executive’s accrued but unused vacation and/or paid time off and any other  payments required  to be made to or on behalf of Executive by law, as of the date of  Executive’s termination of  employment.  ARTICLE IV  Limitation on Payments  4.01 280G Payments. If any payment or benefit Executive will or may receive from  the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within  the meaning of Section 280G of the of the Internal Revenue Code of 1986, as amended (the  “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the  Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the  Reduced Amount (as defined below). The “Reduced Amount” shall be either (x) the largest portion  of the Payment that would result in no portion of the Payment (after reduction) being subject to  the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever  amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all  applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all  computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax  basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may  be subject to the Excise Tax. If a reduction in Payment is required pursuant to the preceding  sentence the reduction shall be made (i) first by reducing severance pay under Section 3.02(b) of  this Agreement (in inverse order of payment, if applicable), (ii) then by reducing other parachute  payments, exclusive of equity awards, pro rata, and (iii) finally by reducing the accelerated vesting  of equity awards, pro rata.   4.02 Accounting Firm. Unless Executive and the Company agree on an alternative  accounting firm or law firm, the accounting firm engaged by the Company for general tax  compliance purposes as of  the day  prior to  the effective  date of  the Change in  Control shall   perform the calculations described in Section 4.01. If the accounting firm so engaged by the  Company is serving as accountant or auditor for the individual, entity or group effecting the  Change in Control, the Company shall appoint a nationally recognized accounting or law firm to  make the determinations required hereunder. The Company shall bear all expenses with respect to  the determinations by such accounting or law firm required to be made hereunder. The Company  shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the  determinations hereunder to provide its calculations, together with detailed supporting  documentation, to Executive and the Company within fifteen (15) calendar days after the date on  





 






  5  which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at  that time by Executive or the Company) or such other time as requested by Executive or the  Company.  4.03 Clawback. If Executive receives a Payment for which the Reduced Amount was  determined pursuant to clause (x) of Section 4.01 and the Internal Revenue Service determines  thereafter that some portion of the Payment is subject to the Excise Tax, Executive agrees to  promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to  clause (x) of Section 4.01 so that no portion of the remaining Payment is subject to the Excise Tax.  For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of  Section 4.01, Executive shall have no obligation to return any portion of the Payment pursuant to  the immediately preceding sentence.  ARTICLE V  Successors  5.01 Company’s Successors. The Company shall require any successor (whether  direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise)  to all or substantially all of the Company’s business and/or assets, by an agreement in substance  and form reasonably satisfactory to Executive, to assume this Agreement and to agree expressly  to perform this Agreement in the same manner and to the same extent as the Company would be  required to perform it in the absence of a succession. For all purposes under this Agreement, the  term “Company” shall include any successor to the Company’s business and/or assets which  executes and delivers the assumption agreement described in this Section 5.01 or which becomes  bound by this Agreement by operation of law.  5.02 Executive’s Successors. This Agreement and all rights of Executive hereunder  shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives,  executors, administrators, successors, heirs, distributees, devisees and legatees.  ARTICLE VI  APPLICATION OF INTERNAL REVENUE CODE SECTION 409A  6.01 Section 409A. Notwithstanding anything to the contrary set forth herein, any  payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute  “deferred compensation” within the meaning of Section 409A of the Code and the regulations and  other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall  not commence in connection with Executive’s termination of employment unless and until  Executive has also incurred a “separation from service” (as such term is defined in Treasury  Regulation Section 1.409A-1(h)) (the “Separation From Service”), unless the Company reasonably  determines that such amounts may be provided to Executive without causing Executive to incur  the additional 20% tax under Section 409A. Each installment of Severance Benefits is a separate  “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i) and it is intended that payments  of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the  exemptions from the application of Section 409A provided under Treasury Regulation Sections  1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the Company (or, if applicable,  





 






  6  the successor entity thereto) determines that such exemptions are not available and Executive is,  on Executive’s Separation From Service, a “specified employee” of the Company or any successor  entity thereto, as such term is defined in Section 409A, then, solely to the extent necessary to avoid  the incurrence of the adverse personal tax consequences under Section 409A, the timing of the  Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six (6)  months and one day after Executive’s Separation From Service or (ii) the date of Executive’s  death.  6.02 Release and Waiver. Executive shall receive Severance Benefits only if Executive  executes and returns within the applicable time period set forth therein, the Release and Waiver,  and permits such Release and Waiver to become effective in accordance with its terms, which shall  in no event be longer than sixty (60) days following Executive’s Separation From Service (such  latest permitted date, the “Release Deadline”). If the Severance Benefits are not covered by one or  more exemptions from the application of Section 409A, and the Release and Waiver could  become  effective in the calendar year following the calendar year in which Executive’s Separation From  Service occurs, the Release and Waiver will not be deemed effective any earlier than the Release  Deadline. Except to the minimum extent that payments are delayed because Executive is a  “specified employee” or until the effectiveness of the Release and Waiver, all amounts will be paid  as soon as practicable in accordance with the Company’s normal payroll practices. All amounts  payable under the Agreement will be subject to standard payroll taxes and deductions.  6.03 Interpretation. The Severance Benefits are intended to qualify for an exemption  from application of Section 409A or comply with its requirements to the extent necessary to avoid  adverse personal tax consequences under Section 409A, and any ambiguities herein shall be  interpreted accordingly.  ARTICLE VII  Miscellaneous Provisions  7.01 Notice. Notices and all other communications contemplated by this Agreement  shall be in writing and shall be deemed to have been duly given when personally delivered or when  mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the  case of Executive, mailed notices shall be addressed to Executive at the home address which he  most recently communicated to the Company in writing. In the case of the Company, mailed  notices shall be addressed to its corporate headquarters, and all notices shall be directed to the  attention of its Secretary.  7.02 Waiver. No provision of this Agreement shall be modified, waived or discharged  unless the modification, waiver or discharge is agreed to in writing and signed by Executive and  by an authorized officer of the Company (other than Executive). No waiver by either party of any  breach of, or of compliance with, any condition or provision of this Agreement by the other party  shall be considered a waiver of any other condition or provision or of the same condition or  provision at another time.  7.03 Entire Agreement. This Agreement (including the exhibits hereto) constitutes the  full and entire understanding and agreement between the parties with regard to the subject matter  hereof, and supersede any and all prior agreements, representations or understandings (whether  





 






  7  oral or written and whether express or implied) made or entered into by either party with respect  to the subject matter hereof.  7.04 No Setoff; Withholding Taxes. There shall be no right of setoff or counterclaim,  with respect to any claim, debt or obligation against payments to Executive under this Agreement.  All payments made under this Agreement shall be subject to reduction for payment of all federal,  state and local employment taxes and any other taxes required to be withheld by law.  7.05 Choice of Law, Forum and Consent to Personal Jurisdiction.  This Agreement  shall be interpreted, construed, and governed by the laws of the State of Texas, regardless of its  place of execution or performance. Any cause of action arising between the parties regarding this  Agreement shall be brought only in a Texas state court located in Tarrant County, Texas, or in the  U.S. District Court for the Northern District of Texas, Fort Worth division. Executive, by this  Section 7.05, consents to personal jurisdiction in any such State or Federal court and waives any  entitlement Executive might otherwise have to a transfer of venue under the preferred venue  requirements of State or Federal rules of civil procedure rules.  7.06 Severability. The invalidity or unenforceability of any provision or provisions of  this Agreement shall not affect the validity or enforceability of any other provision hereof, which  shall remain in full force and effect.  7.07 No Assignment. The rights of any person to payments or benefits under this  Agreement shall not be made subject to option or assignment, either by voluntary or involuntary  assignment or by operation of law, including (without limitation) bankruptcy, garnishment,  attachment or other creditor’s process, and any action in violation of this Section 7.07 shall be  void.  7.08 Counterparts. This Agreement may be executed in two or more counterparts, each  of which shall be deemed an original, but all of which together shall constitute one and the same  instrument.  7.09 Arbitration. Any dispute or controversy between the Company and Executive,  arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be  settled by arbitration in Fort Worth, Texas administered by the American Arbitration Association  in accordance with its Commercial Rules then in effect and judgment on the award rendered by  the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the  authority to award any remedy or relief that a court of competent jurisdiction could order or grant,  including, without limitation, the issuance of an injunction. However, either party may, without  inconsistency with this arbitration provision, apply to any court having jurisdiction over such  dispute or controversy and seek interim provisional, injunctive or other equitable relief until the  arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court  proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain  interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any  arbitration hereunder without the prior written consent of the Company and Executive. Each party  shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s  fees and costs; provided, however, that the arbitrator shall have the discretion to award the  prevailing party reimbursement of its or his reasonable attorney’s fees and costs. Executive  





 






  8  acknowledges that the duties he will perform for the Company will involve and have a connection  with interstate commerce within the meaning of the Federal Arbitration Act (“FAA”), and that this  Agreement involves and has a connection with interstate commerce within the meaning of the  FAA.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]   





 






  9  IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of  the Company by its duly authorized officer, as of the Effective Date.    EXECUTIVE:      ____________________________________    Name:  _________________________    Title: _________________________    COMPANY:    AZZ Inc.      By: ________________________________  Name: Tom Ferguson  Title: President and Chief Executive Officer        





 






    EXHIBIT A  Form of Release and Waiver  RELEASE AND WAIVER OF CLAIMS  This Release and Waiver of Claims (this “Release”), is entered into this day of             ,    (the “Effective Date”) by and between ________, an individual (“Executive”), and AZZ  Inc., a Texas corporation (the “Company”).  WHEREAS, Executive has been employed as _______________ of the Company; and  WHEREAS, Executive and the Company have entered into a Change in Control  Agreement, dated as of _______________ (the “Change in Control Agreement”), pursuant to  which the Company has agreed to provide certain benefits to Executive in the event Executive’s  employment with  the Company  is terminated under certain circumstances; and  WHEREAS, Executive’s employment with the Company has been terminated under the  circumstances described in Section 3.02 of the Change in Control Agreement;  NOW, THEREFORE, in consideration of the covenants undertaken and the releases  contained in this Release, Executive and the Company agree as follows:  ARTICLE I  Termination  1.01 Relationship with the Company. Executive will separate from service with the  Company effective _______________, 20____ (“Separation Date”).  1.02 Change in Control Agreement. The Change in Control Agreement shall  terminate as of the Effective Date. All payments due to Executive from the Company shall be  determined under the applicable provisions of the Change in Control Agreement and this Release.  1.03 Acknowledgment. Executive acknowledges and agrees that, upon receipt of all  payments due to him on or before the Separation Date in accordance with the Change in Control  Agreement, he will have received all amounts owed for his regular and usual salary (including, but  not limited to, any severance, overtime, bonus, commissions or other wages), usual benefits and  accrued but unused vacation through the Separation Date and that all payments due to Executive  from the Company after the Separation Date shall be determined under this Release.  ARTICLE II  Severance Benefit  2.01 Severance. Upon Executive’s execution and delivery of this Release to the  Company and the expiration of the revocation period described in Section 4.02(c) of this Release,  the Company shall pay Executive the amounts set forth in Section 3.02 of the Change in Control  Agreement.  Such amounts shall be paid in the manner and at the time specified in the Change in  Control Agreement and shall be reduced by standard withholding all authorized deductions.  





 






    ARTICLE III  Release  3.01 Release. Executive on behalf of himself, his descendants, dependents, heirs,  executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue  and fully releases and discharges the Company and each of its parents, subsidiaries and affiliates,  past and present (together, the “Company Group”), as well as its and their trustees, directors,  officers, members, managers, partners, agents, attorneys, insurers, Executives, shareholders,  representatives, assigns, and successors, past and present (each of them, hereinafter together and  collectively referred to as the “Releasees”) with respect to and from any and all claims, wages,  demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action,  obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of  whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected  or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at  any time heretofore owned or held or may in the future hold as against any of said Releasees,  arising out of or in any way related to his service as an officer, director, Executive or manager of  any member of the Company Group (other than as an equity owner), his separation from his  position as an officer, director, Executive and/or manager, as applicable, of any member of the  Company Group (other than as an equity owner), or any other transactions, occurrences, acts or  omissions or any loss, damage or injury whatever,  known or unknown, suspected or unsuspected,  concealed or apparent, resulting from any act or omission by or on the part of said Releasees, or  any of them, committed or omitted prior to the date of this Release related to Executive’s  employment or service with any member of the Company Group, including, without limiting the  generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended,  the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended, the  Family and Medical Leave Act of 1993, the Texas Commission on Human Rights Act, the Texas  Labor Code, the Texas Payday Act, the Texas Employment Discrimination Law, the Texas  Disability Discrimination Law or any claim for severance pay, bonus, sick leave, holiday pay,  vacation pay, life insurance, health or medical insurance or any other fringe benefit or disability.  3.02 Non-released matters. Notwithstanding the foregoing Section 3.01 of this Release,  the release set forth therein shall not apply to (1) any severance or other benefits due Executive  under this Release or the Change in Control Agreement for which Executive has not expressly  acknowledged receipt or satisfaction in Section 2.01 of this Release or otherwise; (2) any right of  Executive to receive workers’ compensation benefits; (3) any right to continue Executive’s group  health benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act; (4) any  right of Executive to indemnification pursuant to the Company’s Bylaws or its articles of  incorporation (as may be amended from time to time); or (5) any rights of Executive under any  written equity-based award agreement entered into by and between any member of the Company  Group and Executive in effect at the Separation Date.  3.03 Representations and Warranties. Executive represents and warrants that he has  not heretofore assigned or transferred to any person not a party to this Release any released matter  or any part or portion thereof and he shall defend, indemnify and hold the Company and each of  its affiliates harmless from and against any claim (including the payment of attorneys’ fees and  costs actually incurred whether or not litigation is commenced) based on or in connection with or  arising out of any such assignment or transfer made, purported or claimed.  





 






    ARTICLE IV  ADEA Waiver  4.01 Waiver. Executive expressly acknowledges and agrees that by entering into this  Agreement, he is waiving any and all rights or claims that he may have arising under the federal  Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the  date of execution of this Release.  4.02 Additional Acknowledgements. Executive further expressly acknowledges and  agrees that:  (a) he/she is hereby advised in writing by this Release to consult with an  attorney before signing this Release;  (b) he/she was given a copy of this Release on , 20___ and informed  that he had twenty-one (21) days within which to consider this Release; and  (c) he/she was informed that he had seven (7) days following the date of  execution of this Release in which to revoke this Release.  ARTICLE V  Miscellaneous  5.01 Successors. This Release is personal to Executive and shall not, without the prior  written consent of the Company, be assignable by Executive. This Release shall inure to the benefit  of and be binding upon the Company and its Releasees and its and their respective successors and  assigns and any such successor or assignee shall be deemed substituted for the Company under the  terms of this Release for all purposes. As used herein, “successor” and “assignee” shall include  any person, firm, corporation or other business entity which at any time, whether by purchase,  merger or otherwise, directly or indirectly acquires the ownership of the Company or to which the  Company assigns this Release by operation of law or otherwise.  5.02 Waiver. No waiver of any breach of any term or provision of this Release shall be  construed to be, nor shall be, a waiver of any other breach of this Release. No waiver shall be  binding unless in writing and signed by the party waiving the breach.  5.03 Modification. This Release may not be amended or modified other than by a  written agreement executed by Executive and an officer of the Company authorized by the Board  of Directors of the Company to execute and deliver such agreement on behalf of the Company.  5.04 Complete Agreement. This Release constitutes and contains the entire agreement  and final understanding concerning Executive’s relationship with the Company and its affiliates  as an Executive and the other subject matters addressed herein between the parties, and supersedes  and replaces all prior negotiations and all agreements proposed or otherwise, whether written or  oral, concerning the subject matters. Any representation, promise or agreement not specifically  included in this Release shall not be binding upon or enforceable against either party. This Release  constitutes an integrated agreement. Notwithstanding the preceding provisions of this Section 5.04,  





 






    any written equity-based award agreement entered into by and between any member of the  Company Group and Executive before the Separation Date pursuant to which Executive has rights  that continue after the Separation Date in accordance with the terms of the award and Executive’s  rights as an equity owner in any member of the Company Group are each outside of the scope of  the foregoing provisions of this Section 5.04 and shall continue in effect in accordance with their  terms.  5.05 Severability. If any provision of this Release or the application thereof is held  invalid, the invalidity shall not affect other provisions or applications of the Release which can be  given effect without the invalid provisions or applications and to this end the provisions of this  Release are declared to be severable.  5.06 Choice of Law. This Release shall be deemed to have been executed and delivered  within the State of Texas, and the rights and obligations of the parties hereunder shall be construed  and enforced in accordance with, and governed by, the laws of the State of Texas without regard  to principles of conflict of laws.  5.07 Cooperation in Drafting. Each party has cooperated in the drafting and  preparation of this Release. Hence, in any construction to be made of this Release, the same shall  not be construed against any party on the basis that the party was the drafter.  5.08 Counterparts. This Release may be executed in counterparts, and each  counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of  such signed counterparts may be used in lieu of the originals for any purpose.  5.09 Arbitration. Any dispute or controversy between the Company and Executive,  arising out of or relating to this Release, the breach of this Release, or otherwise, shall be settled  by arbitration in Fort Worth, Texas administered by the American Arbitration Association in  accordance with its Commercial Rules then in effect and judgment on the award rendered by the  arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall have the  authority to award any remedy or relief that a court of competent jurisdiction could order or grant,  including, without limitation, the issuance of an injunction. However, either party may, without  inconsistency with this arbitration provision, apply to any court having jurisdiction over such  dispute or controversy and seek interim provisional, injunctive or other equitable relief until the  arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court  proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain  interim relief, neither a party nor an arbitrator may disclose the existence, content or results of any  arbitration hereunder without the prior written consent of the Company and Executive. Each party  shall bear its or his costs and expenses in any arbitration hereunder and one-half of the arbitrator’s  fees and costs;  provided, however, that the arbitrator shall have the discretion to award the  prevailing party reimbursement of its or his reasonable attorney’s fees and costs.  5.10 Advice of Counsel. In entering this Release, the parties represent that they have  relied upon the advice of their attorneys, who are attorneys of their own choice, and that the terms  of this Release have been completely read and explained to them by their attorneys, and that those  terms are fully understood and voluntarily accepted by them.  





 






    5.11 Supplementary Documents. All parties agree to cooperate fully and to execute  any and all supplementary documents and to take all additional actions that may be necessary or  appropriate to give full force to the basic terms and intent of this Release and which are not  inconsistent with its terms.  5.12 Headings. The section headings contained in this Release are inserted for  convenience only and shall not affect in any way the meaning or interpretation of this Release.  5.13 Taxes. Other than the Company’s obligation to withhold taxes as required by law  or regulation, Executive shall be solely responsible for any taxes due as a result of the payment of  the Severance Benefit and other benefits to be provided to Executive pursuant to Section 2.01 of  this Release. Executive will defend and indemnify the Company and each of its affiliates from and  against any tax liability that any of them may have with respect to any such payment and against  any and all losses or liabilities, including defense costs, arising out of Executive’s failure to pay  any taxes due with respect to any such payment.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]     





 






    I have read the foregoing Release and I accept and agree to the provisions it contains and  hereby execute it voluntarily with full understanding of its consequences.    EXECUTED this _____ day of 20___, at , .          _______________________________    Name:__________________________    Title:___________________________      EXECUTED this _____ day of 20___, at , .    AZZ Inc.      By:        Name:     Title:          





 






    EXHIBIT B  Certain Definitions    “Cause” shall mean:   (i) Executive’s commission or conviction of, or the entering of a guilty plea or plea  of no contest by Executive with respect to, a felony, the equivalent thereof, any other crime  with respect to which imprisonment is a possible punishment, or any other crime involving  moral turpitude, fraud, misrepresentation, embezzlement, theft or sexual harassment;   (ii) excessive absenteeism by Executive not related to death or Disability (as  defined below) or otherwise permissible by applicable law or the Company’s policies for  sick leave, vacation, or compensated time off;   (iii) Executive’s engaging in any activity (including, without limitation, alcohol or  drug abuse or other self-induced affliction, or making disparaging remarks about the  Company or any of its affiliates or any of their respective officers, employees, managers,  directors, members or shareholders) that injures (monetarily or otherwise), in a material  respect, the reputation, business or a business relationship of the Company or any of its  affiliates;   (iv) Executive’s gross negligence or material malfeasance (including, without  limitation, commission of any intentional act of fraud, misappropriation or theft against the  Company or its affiliates or Executive’s intentional misrepresentation of any material  financial or operating results of the Company or any of its affiliates);   (v) Executive’s significant violation of any statutory or common law duty of loyalty  to the Company or any of its affiliates;   (vi) Executive’s material breach of any provision of the Company’s written policies  or the Company’s code of conduct; or   (vii) Executive’s refusal or failure to carry out the legitimate directives or  instructions of the Company’s Board of Directors (or such other person to whom Executive  reports as may be designated from time to time by the Board of Directors) that are  consistent with the scope and nature of Executive’s duties and responsibilities;   provided, however, that in the case of clause (ii), (vi) or (vii) above, only if such breach,  refusal or failure has not been cured within fifteen (15) days after Executive’s receipt of  written notice from the Company describing such breach or failure in reasonable detail;  provided, further, that Executive shall be entitled to no more than one (1) opportunity to  cure for any reason; provided, further, that nothing contained herein shall be construed to  prohibit Executive from providing testimony required by operation of law or legal process  in connection with a proceeding in which Executive is a witness.  





 






    “Disability” shall mean that Executive has been unable, for ninety (90) consecutive days  or for periods aggregating one hundred and twenty (120) business days in any period of  twelve (12) consecutive months, to perform Executive’s duties as a result of physical or  mental impairment, illness or injury, as determined in good faith by a majority of the Board  of Directors of the Company.     “Good Reason” shall mean:  (i)    the relocation by the Company of Executive’s principal place of employment  of more than fifty (50) miles from the location of Executive’s principal place of  employment, which relocation is not rescinded within fifteen (15) days after the date of  receipt by the Company from Executive of a Good Reason Notice (as defined below)  referring to this provision and describing such relocation;  (ii)    a reduction by the Company in Executive’s Annual Base Salary, unless such  reduction is rescinded within fifteen (15) days after the date of receipt by the Company  from Executive of a Good Reason Notice referring to this provision and describing such  reduction;  (iii)    a material diminution of Executive’s responsibilities or duties, which  diminution is not rescinded within fifteen (15) days after the date of receipt by the  Company from Executive of a Good Reason Notice referring to this provision and  describing such diminution; or  (iv)    a material breach by the Company of any equity award agreement (whether  with respect to stock appreciation rights, RSUs, PSUs or otherwise) by and between the  Company and Executive then in effect or the terms of any equity plan incorporated therein,  which material breach is not corrected within forty-five (45) days after the date of receipt  by the Company from Executive of a Good Reason Notice referring to this provision and  describing such material breach.  In order to terminate for Good Reason, Executive must provide thirty (30) days’ (or, in the  case of clause (iv), forty-five (45) days’) prior written notice to the Company, which notice  shall be given not later than ninety (90) days after the initial occurrence of the event  asserted by Executive to form the basis for the Good Reason claim (any such written notice  is referred to above as a “Good Reason Notice”).