-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MTfziFcHEfIMagUm6YSBiQZrydPjq6zsf0HK9KLvTdXv81kwucgTg4eJlC8fDTmN Uh9h+TBpZ+EQXd0YiSrUBg== 0001157523-07-009329.txt : 20070921 0001157523-07-009329.hdr.sgml : 20070921 20070920205447 ACCESSION NUMBER: 0001157523-07-009329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070919 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20070921 DATE AS OF CHANGE: 20070920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000790730 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 770100596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09102 FILM NUMBER: 071128040 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6266834000 MAIL ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 a5498856.txt AMERON INTERNATIONAL CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): 9-19-07 AMERON INTERNATIONAL CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 1-9102 77-0100596 (State or other (Commission (IRS Employer jurisdiction File No.) Identification No.) of Incorporation) 245 South Los Robles Ave., Pasadena, California 91101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (626) 683-4000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFG 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c)) Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On September 19, 2007, the Compensation Committee of the Board of Directors and the Board of Directors of Ameron International Corporation (the "Company") approved the First Amendment to the Amended and Restated Employment Agreement of James S. Marlen (the "Amendment"), a copy of which is filed as Exhibit 99.1 to this Report and incorporated herein by reference. Pursuant to the Amendment the term of Mr. Marlen's Employment Agreement was extended to March 31, 2010, and Mr. Marlen will continue to serve as Chairman of the Board, President and Chief Executive Officer. Pursuant to the terms of the Amendment, the Company, in the sole discretion of the Board of Directors, may further extend the term of Mr. Marlen's Employment Agreement through November 30, 2010. Pursuant to the Amendment, Mr. Marlen's Employment Agreement was amended to provide that the lump-sum cash severance payment to Mr. Marlen in the event of his termination without cause at any time before March 31, 2010 will be equal to 1.5 times the sum of his base salary and the highest management incentive bonus paid to Mr. Marlen during the 5 years preceding the termination (but not less than 100% of his base salary). In addition, the Amendment provides that upon such a termination of employment, Mr. Marlen will be entitled to 100% vesting of his outstanding restricted stock awards and accelerated vesting of his performance stock units as described below. The Amendment further provides that no lump-sum cash severance payment will be paid to Mr. Marlen in the event of termination of his employment for any reason at any time on or after March 31, 2010. The Amendment provides that Mr. Marlen will be entitled to receive annual grants under the Company's 2004 Stock Incentive Plan of 18,000 fully vested shares of common stock in February of 2008, 2009 and 2010, so long as a change of control of the Company has not occurred prior to the applicable grant date and Mr. Marlen continues to be employed by the Company as its Chairman of the Board, President, or Chief Executive officer on the applicable grant date. Additionally, pursuant to the terms of the Amendment, on September 19, 2007, Mr. Marlen received a grant of performance stock units, pursuant to which a maximum of 24,000 shares of the Company's common stock may be issued depending on the Company's per share stock price on the date the award vests (Mr. Marlen would earn 20,000 shares under the award for performance at the target level). The performance stock unit grant was made pursuant to the Company's 2004 Stock Incentive Plan and a Performance Stock Unit Agreement between the Company and Mr. Marlen dated September 19, 2007, a copy of which is filed as Exhibit 99.2 to this Report and incorporated herein by reference. The Performance Stock Unit Agreement provides for cliff vesting of the performance stock units at the end of the term of Mr. Marlen's Employment Agreement (meaning no later than November 30, 2010); provided that the performance stock units will vest earlier upon a change of control of the Company (as defined the Amendment) or upon the termination of Mr. Marlen's employment with the Company terminated without cause (as defined in the Amendment) or by reason of his death or disability. The foregoing summaries are qualified in their entirety by reference to the Amendment and the Performance Stock Unit Agreement filed as Exhibits 99.1 and 99.2, respectively, to this Report. Item 8.01 - Other Events. On September 19, 2007, the Company issued a press release in connection with the Amendment. The press release is filed as Exhibit 99.3 to this Report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERON INTERNATIONAL CORPORATION Date: September 20, 2007 By: /s/ Javier Solis ---------------------------------------- Javier Solis Senior Vice President of Administration, Secretary and General Counsel EX-99.1 2 a5498856ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 - ------------ FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- This is the First Amendment to the Amended and Restated Employment Agreement which was effective as of January 22, 2003 ("Agreement"), between Ameron International Corporation, a Delaware corporation (the "Company"), and James S. Marlen (the "Employee"). I. 1. Paragraph 1.1 of the Agreement is hereby amended in its entirety to read as follows: 1.1 The term of this Agreement commenced on January 22, 2003, and is hereby extended by approximately 18 months to continue until March 31, 2010 (the "Term"), subject to earlier termination in accordance with the provisions of section 10 hereinbelow. In no event shall the Term of this Agreement extend beyond March 31, 2010, unless the Company and Employee hereafter expressly agree in writing to extend the Term of this Agreement beyond such date; provided, however, that the Company, in the sole discretion of its Board of Directors, may extend the Term of this Agreement for up to eight months to end not later than November 30, 2010. The Company will notify Employee in writing if the Board of Directors determines to extend the Term of this Agreement. The Board of Directors will commence discussions with Employee regarding whether it intends to extend the Term of this Agreement not later than December 31, 2009. II. 1. Paragraph 2.1 of the Agreement is hereby amended in its entirety to read as follows: 2.1 The Company hereby employs Employee as its Chairman of the Board, President and Chief Executive Officer, and Employee hereby accepts such employment. Notwithstanding the foregoing, Employee agrees that the Company may appoint another person as President with the customary duties of a chief operating officer at any time after September 30, 2007, provided Employee remains Chairman of the Board and Chief Executive Officer; and the Company may commence a search for a new Chief Executive Officer at any time and may appoint another person as Chief Executive Officer at any time after July 1, 2009, provided Employee remains Chairman of the Board. Any such appointments shall not result in any changes in the compensation or benefits which Employee is entitled to receive under the Agreement. The Company shall provide Employee with an opportunity to review and comment on a draft press release concerning each change in officerships contemplated by this paragraph before such change is announced. 2. Paragraph 2.3 of the Agreement is hereby amended in its entirety to read as follows: 2.3 Employee shall at all times faithfully, industriously, and to the best of his ability, experience and talents, perform all of the duties of the offices of Chairman of the Board, President and Chief Executive Officer of the Company, while he holds such offices during the Term in accordance with paragraph 2.1. 3. Paragraph 2.4 of the Agreement is hereby amended to read in its entirety as follows: 2.4 As President and Chief Executive Officer, Employee shall be responsible to the Board of Directors for all actions and activities of the Company. If another person is appointed President with the duties of a chief operating officer in accordance with paragraph 2.1, Employee while he serves as Chief Executive Officer shall have the customary duties of a chief executive officer. III. 1. Paragraph 6.3 of the Agreement is hereby amended in its entirety to read as follows: 6.3 (1) The Company shall grant to Employee under the Company's 2004 Stock Incentive Plan or a successor plan 18,000 fully vested shares of its Common Stock (subject to adjustments as provided in Paragraph 1.3 (c) of the 2004 Stock Incentive Plan) in the month of February in each of 2008, 2009 and 2010, provided that a Change of Control (as defined in paragraph 10.5) has not occurred prior to the applicable grant date, and that Employee continues to be employed by the Company as its Chairman of the Board, President or Chief Executive Officer on the applicable grant date. The Company shall withhold from the shares of Common Stock otherwise issuable pursuant to such grants shares with an aggregate fair market value sufficient to satisfy all applicable Federal, state and local income and employment tax withholding requirements in connection with such grants. Employee shall not be entitled to receive any grants under this subparagraph (1) after a Change of Control or after his employment with the Company terminates for any reason (including termination with or without cause or due to retirement, resignation, death or disability), and Employee shall not be entitled to any damages or additional severance payments due to his failure to receive these grants after a Change of Control or termination of his employment. (2) Within ten days after this Amendment to the Agreement is executed by the Company and Employee, the Company shall grant to Employee under the Company's 2004 Stock Incentive Plan performance stock units pursuant to the form of Performance Stock Unit Agreement which is attached hereto as Appendix A on the terms and conditions set forth therein. (3) Employee shall not be entitled to receive any other stock options, restricted or fully vested stock, performance stock units or other equity grants during the remainder of the Term of this Agreement, including any extension of the Term pursuant to paragraph 1.1 through November 30, 2010. IV. 1. Paragraph 8.1 of the Agreement is hereby amended to delete the words "and its Supplemental Executive Retirement Plan as in effect as of March 20, 2002." Paragraphs 8.2, 8.3 and 8.4 of the Agreement are hereby deleted. V. 1. Paragraph 9.9 is hereby amended to add the following additional sentence at the end thereof: In addition, if Employee retires on or after March 31, 2010, or prior to such date is terminated by the Company without cause (as defined in paragraph 10.2) or terminates employment due to death or disability, then the Company shall continue to reimburse Employee for the cost of AYCO financial/tax consulting services up to $8,000 in any calendar year for three (3) calendar years following such retirement or termination of employment. VI. 1. Paragraph 10.2 of the Agreement is hereby amended in its entirety to read as follows: 10.2 In the event that the Company terminates Employee's employment for any cause other than the causes set forth in paragraph 10.1 hereinabove, such shall be considered to be termination "without cause." Except when and as set forth in paragraph 2.1, removal from Employee of the titles of President, Chief Executive Officer or Chairman of the Board during the Term, without Employee's consent, is unauthorized hereunder ("Change in Title"). Any termination by Employee of his employment within six (6) months of such an unauthorized Change in Title shall be considered to be a termination following a material diminution in Employee's authority, duties or responsibilities without his consent and shall be deemed to be a termination by the Company without cause; provided that Employee provides written notice to the Company within 60 days of such event and the Company does not remedy such event within 30 days of receipt of such notice. 2. Paragraph 10.3 of the Agreement is hereby amended to revise subparagraphs (1), (2) and (3) thereof to read in their entirety as follows: (1) the Company shall pay Employee a lump-sum severance amount within thirty (30) days following termination equal to 1.5 times the sum of (i) Employee's annual base salary in effect as of the date of termination, and (ii) the highest management incentive bonus paid to Employee during the five years preceding termination (but not less than one hundred percent (100%) times Employee's annual base salary determined as of the date of termination), provided that Employee shall not be entitled to receive any lump-sum severance amount if Employee's employment is terminated for any reason at any time on or after March 31, 2010; (2) all unvested restricted stock grants and stock options granted to Employee shall automatically vest in full, and the performance stock units granted to Employee under paragraph 6.3(2) shall vest in accordance with their terms; and (3) Employee shall be entitled to the benefits described in paragraph 9.3 hereinabove. To the extent benefits provided to Employee under paragraph 9.3 are taxable to Employee, any reimbursement payments for such benefits to which Employee is entitled shall be paid to Employee on or before the last day of Employee's taxable year following the taxable year in which the expense was incurred. The benefits described herein are not subject to liquidation or exchange for another benefit. 3. Paragraph 10.4 of the Agreement is hereby deleted. 4. Paragraph 10.5 of the Agreement is hereby amended to add the following additional sentence at the end of subparagraph (1): The performance stock units granted to Employee under paragraph 6.3(2) shall vest in accordance with their terms. 5. Paragraph 10.5 of the Agreement is hereby amended to add the following additional sentence at the end of subparagraph (2): The present value reduction under clause (i) above shall only apply if such reduction is necessary in order for the Company to avoid making a gross-up payment to Employee for taxes imposed under IRC Section 4999 pursuant to this paragraph 10.5. 6. Paragraph 10.5 of the Agreement is hereby amended to revise the last paragraph thereof to read in its entirety as follows: For purposes of this Agreement, a "Change of Control" shall mean one or more of the following: (a) The acquisition, directly or indirectly by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934 Act), but other than the Company or a person that directly or indirectly controls, is controlled by, or is under control with the Company, of beneficial ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the Company that results in such person or related group of persons beneficially owning securities representing 40% or more of the combined voting power of the Company's then-outstanding securities; (b) A merger or consolidation to which the Company is a party, if (i) the beneficial owners of the Company's securities immediately before the transaction, do not, immediately after the transaction, have beneficial ownership of securities of the surviving entity or parent thereof representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or parent, and (ii) the directors of the Company immediately prior to consummation of the transaction do not constitute at least a majority of the board of directors of the surviving entity or parent upon consummation of the transaction; (c) A change in the composition of the Board of Directors of the Company (the "Board") over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (i) have been Board members since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time the Board approved such election or nomination; or (d) The sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company unless (i) the beneficial owners of the Company's securities immediately before the transaction have, immediately after the transaction, beneficial ownership of securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets, and (ii) the directors of the Company immediately prior to consummation of the transaction constitute a majority of the board of directors of the entity acquiring the Company's assets upon consummation of the transaction. 7. Paragraph 10.7 of the Agreement is hereby amended to add the following additional sentence at the end thereof: The performance stock units granted to Employee under paragraph 6.3(2) shall vest in accordance with their terms. 8. Paragraph 10.8 is hereby added to the Agreement to read in its entirety as follows: Notwithstanding any other provisions of this Agreement, any payment or benefit otherwise required to be made after Employee's termination of employment that is subject to IRC Section 409A(a)(2)(B)(i) shall not be paid, provided or commenced until the later of (i) six months after the date of Employee's "separation from service" (within the meaning of IRC Section 409A) and (ii) the payment date or commencement date specified in the Agreement for such payment(s) or benefit(s). On the earliest date on which such payments or benefits can be made, provided or commenced without violating the requirements of IRC Section 409A(a)(2)(B)(i), Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments and benefits delayed pursuant to the preceding sentence. The provisions of this paragraph shall only apply to the minimum extent required to avoid Employee's incurrence of any additional tax or interest under IRC Section 409A or any regulations or other Internal Revenue Service guidance promulgated thereunder. VII. All other terms and conditions of the Agreement are hereby ratified and confirmed. IN WITNESS WHEREOF, the parties have executed this First Amendment to Amended and Restated Employment Agreement effective as of September 19, 2007. AMERON INTERNATIONAL CORPORATION By: /s/ John E. Peppercorn ---------------------------------------- John E. Peppercorn Chairman, Compensation Committee of the Board of Directors EMPLOYEE /s/ James S. Marlen - --------------------------------------------- James S. Marlen EX-99.2 3 a5498856ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 - ------------ AMERON INTERNATIONAL CORPORATION PERFORMANCE STOCK UNIT AGREEMENT Pursuant to the 2004 STOCK INCENTIVE PLAN This Performance Stock Unit Agreement (this "Agreement") is made and entered into effective as of September 19, 2007, by and between Ameron International Corporation, a Delaware corporation (the "Company"), and James S. Marlen ("Employee"). WHEREAS, Employee is an employee of the Company; and WHEREAS, in order to induce Employee to continue in the employment of the Company or its subsidiaries and to assist the Company in its future growth and continued success, the Company wishes to grant Employee an award to earn and become entitled to receive shares of common stock, par value $2.50 per share, of the Company (the "Common Stock") pursuant to the Company's 2004 Stock Incentive Plan (the "Plan") on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant of Performance Stock Units; Certain Terms and Conditions. The Company hereby grants to Employee, and Employee hereby accepts, performance stock units ("Performance Stock Units") with target and maximum numbers of 20,000 and 24,000 shares, respectively. Performance Stock Units will cliff vest at the end of the Term of the First Amendment to Amended and Restated Employment Agreement entered into between the Company and Employee as of September 19, 2007 (including any extension of the Term thereunder to not later than November 30, 2010), provided that the Performance Stock Units will vest earlier upon a Change of Control or in the event of Employee's termination "without cause" or due to death or "disability", as such terms are defined in the Amended and Restated Employment Agreement, as amended by the First Amendment thereto ("Employment Agreement"), entered into between the Company and Employee (each a "Vesting Date"). The number of Performance Stock Units which vest on any Vesting Date will be based on the Company's share price at the time of the applicable event in accordance with the Performance Stock Unit Price-Vesting Schedule which is attached hereto. Performance Stock Units that do not vest pursuant to the Performance Stock Unit Price - Vesting Schedule upon the occurrence of a Vesting Date will terminate, and the underlying performance shares will be forfeited upon such Vesting Date. No Performance Stock Units will vest, and the performance shares will be forfeited entirely, if Employee retires or resigns for any reason or is terminated for "cause" (as defined in paragraph 10.1 of the Employment Agreement) prior to a Change of Control before the end of the Term (including any extension of the Term to not later than November 30, 2010 as provided in the Employment Agreement). 2. Method of Payment. Each Performance Stock Unit which becomes vested hereunder represents the right to receive one (1) share of Common Stock. The Performance Stock Units which become vested and payable under this Agreement will be paid to Employee solely in shares of Common Stock within thirty (30) days after the applicable Vesting Date. 3. Restrictions. Until the Performance Stock Units vest, neither the Performance Stock Units nor the shares subject thereto may be sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred in any manner. 4. Acceleration of Vesting upon Change of Control. In the event of a Change of Control (as defined below), the Performance Stock Units granted hereunder shall vest immediately based on the share price of the Company's Common Stock at the time of the Change of Control in accordance with the Performance Stock Unit Price-Vesting Schedule which is attached hereto. The Performance Stock Units which become vested and payable under the Agreement on account of a Change of Control will be paid to Employee solely in shares of Common Stock immediately upon the Change of Control. For purposes of this Agreement, a "Change of Control" shall mean one or more of the following: (a) The acquisition, directly or indirectly by any person or related group of persons (as such term is used in Sections 13(d) and 14(d) of the 1934 Act), but other than the Company or a person that directly or indirectly controls, is controlled by, or is under control with the Company, of beneficial ownership (as defined in Rule 13d-3 of the 1934 Act) of securities of the Company that results in such person or related group of persons beneficially owning securities representing 40% or more of the combined voting power of the Company's then-outstanding securities; (b) A merger or consolidation to which the Company is a party, if (i) the beneficial owners of the Company's securities immediately before the transaction, do not, immediately after the transaction, have beneficial ownership of securities of the surviving entity or parent thereof representing at least 50% of the combined voting power of the then-outstanding securities of the surviving entity or parent, and (ii) the directors of the Company immediately prior to consummation of the transaction do not constitute at least a majority of the board of directors of the surviving entity or parent upon consummation of the transaction; (c) A change in the composition of the Board of Directors of the Company (the "Board") over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases by reason of one or more contested elections for Board membership, to be comprised of individuals who either (i) have been Board members since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time the Board approved such election or nomination; or (d) The sale, transfer or other disposition of all or substantially all of the Company's assets in complete liquidation or dissolution of the Company unless (i) the beneficial owners of the Company's securities immediately before the transaction have, immediately after the transaction, beneficial ownership of securities representing at least 50% of the combined voting power of the then-outstanding securities of the entity acquiring the Company's assets, and (ii) the directors of the Company immediately prior to consummation of the transaction constitute a majority of the board of directors of the entity acquiring the Company's assets upon consummation of the transaction. 5. Dividend Equivalents. When Employee receives payment for his vested Performance Stock Units, Employee shall also be entitled to receive a dividend equivalent payment in cash equal to the aggregate amounts which were paid on the number of shares of Common Stock which become vested as cash dividends between the grant date of the Performance Stock Units under this Agreement to the date when the vested Performance Stock Units are paid to Employee. These dividend equivalent payments shall be made at the same time when the vested Performance Stock Units are paid to Employee. 6. Payment of Withholding Taxes. (a) The Company shall withhold from the shares of Common Stock otherwise issuable pursuant to this Agreement shares with an aggregate fair market value sufficient to satisfy all applicable Federal, state and local income and employment tax withholding requirements in connection with the issuance of shares to Employee under this Agreement. (b) The Company shall also withhold from any payments which are made to Employee in cash pursuant to this Agreement any amounts which are required to satisfy all applicable Federal, state and local income and employment tax withholding requirements in connection with such payments. 7. Adjustments. In the event that the outstanding securities of any class then comprising the Performance Stock Units are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Company shall determine otherwise, the term "Performance Stock Units" shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Performance Stock Units, or into or for which the Performance Stock Units are so increased, decreased, exchanged or converted, and the Performance Stock Unit Price-Vesting Schedule which is attached hereto shall be appropriately adjusted. 8. Notices. All notices and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, to the Company at 245 South Los Robles Ave., Pasadena, California 91101, Attention: Corporate Secretary, or to Employee at his home address set forth in the records of the Company, or at such other addresses as they may designate by written notice in the manner aforesaid. 9. Plan. The Performance Stock Units are granted pursuant to the Plan, as in effect on the date of grant, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time. In the case that the terms and conditions of the Plan conflict with the terms and conditions of this Agreement, the terms of the Plan shall control. Notwithstanding the foregoing, no amendment to the Plan shall deprive Employee, without his consent, of Performance Stock Units granted prior to such amendment or of any of Employee's rights under this Agreement. The Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to Employee. 10. Employment Rights. No provision of this Agreement shall (a) confer upon Employee any right to continue in the employ of the Company or any of its subsidiaries; (b) affect the right of the Company and each of its subsidiaries to terminate the employment of Employee, with or without cause; or (c) confer upon Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. Employee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment of Employee at any time and for any reason, or for no reason, unless Employee and the Company or such subsidiary are parties to a written employment agreement that expressly provides otherwise. 11. Governing Law. This Agreement and the Grant granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement effective as of the Date of Grant. AMERON INTERNATIONAL CORPORATION By: /s/ John E. Peppercorn --------------------------------- John E. Peppercorn Chairman Compensation Committee By: /s/ Javier Solis --------------------------------- Javier Solis Secretary Compensation Committee EMPLOYEE: /s/ James S. Marlen ------------------------------------ Name: James S. Marlen EX-99.3 4 a5498856ex99-3.txt EXHIBIT 99.3 Exhibit 99.3 - ------------ Ameron International Reappoints James S. Marlen as President, CEO and Chairman of the Board PASADENA, Calif.--(BUSINESS WIRE)--Sept. 19, 2007--Ameron International Corporation (NYSE:AMN) today announced that its Board of Directors and James S. Marlen, President, Chief Executive Officer and Chairman of the Board, have agreed to an extension of Mr. Marlen's current agreement with the Company through March 2010, with an option for a further extension through November 2010, at the request of the Board. Mr. Marlen was named Ameron's President and Chief Executive Officer in June 1993, and was appointed Chairman of the Board in January 1995. During his tenure, the Company has achieved consistent earnings growth which has resulted in the creation of shareholder value and superior returns for shareholders. Earnings have increased at a compounded annual rate of 15% while the Company's stock price has increased six-fold. Mr. Marlen stated "I remain enthusiastic regarding the Company's long term prospects and I look forward to continuing the development and execution of strategies to ensure increased value for our shareholders." Mr. Marlen continued, "Importantly, I will be working closely with the Board to complete our succession plans." On behalf of the Board of Directors, Mr. John Peppercorn, Chairman of the Compensation Committee, stated "The Board is very pleased that Mr. Marlen will continue to provide the strong leadership and direction needed to continue sustained shareholders' value creation." Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company operates businesses in North America, South America, Europe and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East. Cautionary statement for purposes of the "Safe Harbor" provisions of The Private Securities Litigation Reform Act of 1995: Any statements in this report that refer to the forecasted, estimated or anticipated future results of Ameron International Corporation ("Ameron" or the "Company") are forward-looking and reflect the Company's current analysis of existing trends and information. Actual results may differ from current expectations based on a number of factors affecting Ameron's businesses, including competitive conditions and changing market situations. Matters affecting the economy generally, including the state of economies worldwide, can affect Ameron's results. Forward-looking statements represent the Company's judgment only as of the date of this report. Since actual results could differ materially, the reader is cautioned not to rely on these forward-looking statements. Moreover, Ameron disclaims any intent or obligation to update these forward-looking statements. CONTACT: Ameron International Corporation Terrence P. O'Shea, Vice President - Human Resources Javier Solis, Senior Vice President of Administration, Secretary & General Counsel 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----