exv10w11






Exhibit 10.11




A.M. CASTLE & CO.




RESTRICTED STOCK AWARD AGREEMENT




A.M. CASTLE & CO.

2008 RESTRICTED STOCK, STOCK OPTION

AND EQUITY COMPENSATION PLAN



GRANTEE:



ADDRESS:



SOCIAL SECURITY NUMBER:



NUMBER OF SHARES OF RESTICTED STOCK:



DATE OF GRANT:




     This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland
corporation (the “Corporation”) and the individual named above (the “Grantee”). The Corporation
hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of
the Corporation on the terms and conditions contained herein and in the Corporation’s 2008
Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24,
2008, as may be amended from time to time (the “Plan”). Capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to them in the Plan.



     1. Vesting of Restricted Stock. Subject to the terms and conditions of this Award
Agreement and the Plan, the Restricted Stock shall vest as follows:


NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     

NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     

NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     




     2. Stock Certificates. Certificates for the Restricted Stock shall be issued by the
Corporation in the name of the Grantee and delivered to the Grantee at the time of grant. The
certificates shall bear the following legend evidencing its restrictive nature as follows:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE A. M. CASTLE &
CO. 2008 RESTRICTED STOCK AND STOCK OPTION PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND A. M. CASTLE & CO. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE
OFFICE OF THE SECRETARY OF A. M. CASTLE & CO., 3400 N. WOLF ROAD, FRANKLIN PARK, ILLINOIS
60131.



     3. Effect of Termination of Employment. If the Grantee’s employment with the
Corporation and all Related Companies terminates for any reason, then any Restricted Stock not
vested as of such date will be forfeited to the Corporation.



     4. Tax Withholding Obligations. The Grantee shall be required to deposit with the
Corporation either (i) an amount of cash equal to the amount determined by the Corporation to be
required with respect to any withholding taxes, FICA contributions, or the like under any federal,
state or local statute, ordinance,



 









 







rule or regulation in connection with the grant or vesting of the Restricted Stock or (ii) a
number of shares of the Corporation’s Common Stock otherwise deliverable having a Fair Market Value
sufficient to satisfy the statutory minimum of all or part of the Grantee’s estimated total
federal, state and local tax obligations associated with the grant or vesting of the Restricted
Stock. The Corporation shall not deliver any of the shares of the Corporation’s Common Stock until
and unless the Grantee has made the deposit required herein or proper provision for required
withholding has been made.



     5. Rights as Shareholder. The Grantee shall have all rights of a shareholder prior to
the vesting of the Restricted Stock, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto.



     6. Transferability. The Restricted Stock may not be transferred, assigned or made
subject to any encumbrance, pledge or charge until such Restricted Stock has vested and any other
restrictions or conditions on such Restricted Stock are removed, have been satisfied or expire.



     7. No Employment Rights. Nothing in this Agreement will confer upon the Grantee any
right to continue in the employ or service of the Corporation or any Subsidiary or affect the right
of the Corporation to terminate the employment of the Grantee at any time with or without cause.



     8. Amendment. This Award Agreement may be amended only by a writing executed by the
Corporation and the Grantee that specifically states that it is amending this Award Agreement.
Notwithstanding the foregoing, this Award Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Award Agreement, so long as a copy of
such amendment is delivered to the Grantee, and provided that no such amendment adversely affecting
the rights of the Grantee hereunder may be made without the Grantee’s written consent. Without
limiting the foregoing, the Committee reserves the right to change, by written notice to the
Grantee, the provisions of the Restricted Stock or this Award Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any change in
applicable laws or regulations or any future law, regulation, ruling or judicial decisions,
provided that any such change shall be applicable only to shares of Restricted Stock which are than
subject to restrictions as provided herein.



     9. Severability. If all or any part of this Award Agreement is declared by any court
or government authority to be unlawful or invalid, such unlawfulness or invalidity shall not
invalidate any portion of this Award Agreement not declared to be unlawful or invalid. Any Section
of this Award Agreement so declared to be unlawful or invalid shall, if possible, be construed in a
manner that will give effect to the terms of such Section to the fullest extent possible while
remaining lawful and valid.



     10. Construction. The Restricted Stock is being issued pursuant to Section IV of the
Plan and is subject to the terms of the Plan. A copy of the Plan has been given to the Grantee and
additional copies of the Plan are available upon request during normal business hours at the
principal executive officers of the Corporation. To the extent that any provision of this Award
Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision
shall govern and any inconsistent provision in this Award Agreement shall be of no force or effect.



     11. Binding Effect and Benefit. This Award Agreement shall be binding upon and,
subject to the conditions hereof, inure to the benefit of the Corporation, its successors and
assigns, and the Grantee and his successors and assigns.



     12 Entire Understanding. This Award Agreement embodies the entire understanding and
agreement of the parties in relation to the subject matter hereof, and no promise, condition,
representation or warranty, expressed or implied, not herein stated, shall bind either party
hereto.



     13. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois.



2









 

\


The Corporation and the Grantee hereby agree to the terms and conditions of this Award Agreement
and have executed it as of the Date of Grant set forth above.




A. M. CASTLE & CO.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 	 	 
	Grantee	 	 







3