8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 22, 2010

AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-9102	77-0100596
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 South Los Robles Avenue
Pasadena, California

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code:  (626) 683-4000

(Former name or former address, if changed since last report):  None

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 provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 On March 22, 2010, Ameron International Corporation (the "Company") and its Chairman, Chief Executive Officer and President, James Marlen, entered into a second amendment to Mr. Marlen's Amended and Restated Employment Agreement.  Such amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  Mr. Marlen's Amended and Restated Employment Agreement, which was originally effective on January 22, 2003 and previously amended on September 19, 2007, was further amended to, among other things:

• extend the term of the agreement from March 31, 2010 to March 31, 2012;
• provide that the Company may appoint a new Chief Executive Officer and President at any time after March 31, 2011;
• establish Mr. Marlen's base salary as $963,000 per year, commencing on April 1, 2010;
• provide that Mr. Marlen's Performance Stock Agreement will terminate on March 31, 2010, that 8,000 performance stock units, or such larger number as are earned under the Performance Stock Agreement (up to the 24,000 unit maximum set by the agreement), will vest upon the termination of the Performance Stock Agreement, and any remaining unearned shares will not vest and will be forfeited;
• grant the board of directors the discretion to issue Mr. Marlen an equity-based incentive award during the first quarter of 2011, provided that the vesting of such award, if any, would not automatically accelerate upon a change of control of the Company or termination of Mr. Marlen's employment without cause;
• provide that Mr. Marlen will continue to serve as Executive Chairman after the Company appoints a new Chief Executive Officer and President, until the expiration of his employment agreement on March 31, 2012;
• provide that upon Mr. Marlen’s transition into the role of Executive Chairman his base salary will be automatically reduced to 70% of his last base salary as Chief Executive Officer and President, with a target Management Incentive Plan bonus at 100% of his base salary
• clarify that upon Mr. Marlen’s transition into the role of Executive Chairman he will not be granted any new cash awards under the Long Term Incentive Plan or new equity-based incentive awards, although previously granted awards will continue to vest or be paid, as applicable, in accordance with their then-existing terms;
• revise Mr. Marlen's severance arrangements to reflect the Company's succession planning by providing that, within 30 days of the termination of his employment by the Company without cause (other than in connection with a change in control), he will be entitled to receive a lump sum equal to his salary and target bonuses for the remainder of the term, in addition to the non-cash benefits already provided by his employment agreement;
• reduce Mr. Marlen's change in control severance benefits (payable in lump sum upon a termination without cause within 12 months following a change in control) from an amount equal to 1.5 times the sum of (a) his annual base salary and (b) the greater of 100% of his base salary and his highest Management Incentive Plan bonus in the preceding 5 years to an amount equal to 1.5 times the sum of (x) his then effective base salary and (y) the average bonus he received over the preceding 5 years (provided that if his employment is terminated after he commences serving as Executive Chairman, 70% of his average bonus amount will be used in that calculation), in addition to the non-cash benefits already provided by the agreement;
• eliminate Mr. Marlen's entitlement to Company-paid financial and tax consulting services for the three years following his retirement or the termination of his employment without cause, and the tax gross-up feature applicable to future payments to reimburse Mr. Marlen for financial and tax consulting services; and

• eliminate Mr. Marlen’s entitlement to a gross-up payment in respect of golden parachute excise taxes under Section 4999 of the Internal Revenue Code.

The foregoing summarizes only the material terms of the amendment and is qualified in its entirety by reference to the terms of the amendment, as set forth in Exhibit 99.1 hereto.

Item 8.01.          Other Events.

On March 22, 2010, the Company issued a press release in connection with the amendment.  The press release is included herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

Exhibit No.	Description
99.1	Second Amendment to Amended and Restated Employment Agreement of James Marlen, dated March 22, 2010.
99.2	Press Release, dated March 22, 2010.

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 hereunto duly authorized.

	AMERON INTERNATIONAL CORPORATION
	By:	/s/ Javier Solis
	Name:	Javier Solis
	Title:	Secretary
Dated: March 24, 2010

EX-99.1

Exhibit 99.1

SECOND AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This is the Second Amendment to the Amended and Restated Employment Agreement which was originally effective as of January 22, 2003, between Ameron International Corporation, a Delaware corporation (the “Company”), and James S. Marlen (the “Employee”) and was amended by the First Amendment to the Amended and Restated Employment Agreement effective as of September 19, 2007 (together the “Agreement”).

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 24 months to continue until March 31, 2012 (the “Term”), subject to earlier termination in accordance with the provisions of Paragraphs 2.1 and 10 hereinbelow.  In no event shall the Term of this Agreement extend beyond March 31, 2012, unless the Company and Employee hereafter expressly agree in writing to extend the Term of this Agreement beyond such date.  

II.

1.        Paragraph 2.1 of the Agreement is hereby amended in its entirety to read as follows:

2.1       

(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 commence a search for a new President and Chief Executive Officer beginning in the first quarter of calendar year 2011 and may appoint another person as President and Chief Executive Officer at any time after March 31, 2011.  Employee shall be considered for a normal increase in his base salary at the same time as other executives in January, 2011, in accordance with Paragraph 4.1.

(2)       After a new President and Chief Executive Officer is appointed, Employee shall cease to serve as President and Chief Executive Officer, but shall continue to serve as an employee of the Company as Executive Chairman of the Board for the remainder of the Term.  At the request of the Board of Directors, Employee agrees that he will resign or may be removed as Executive Chairman of the Board, provided that in such event he shall be entitled to receive a lump sum severance amount pursuant to Paragraph 10.3(1) or 10.5(2) below.

(3)       When Employee commences to serve as Executive Chairman of the Board, he shall be entitled to receive an annual base salary at seventy percent (70%) of his annual base salary in effect immediately prior thereto and a target annual bonus (which is currently payable under the Management Incentive Compensation Plan or “MIP”) equal to one hundred percent (100%) of his base salary.  His annual bonus for the fiscal year when this transition occurs shall be pro-rated based on the number of days during the fiscal year which he serves in each capacity.  Employee shall also be entitled to receive pension benefits and additional employee benefits pursuant to Paragraphs 8.1 and 9 of this Agreement until the end of the Term.  After Employee ceases to serve as Chief Executive Officer, he will not be eligible to receive any new awards of long-term incentive cash (including Cash LTIP) or equity (including restricted stock) awards.  However, any outstanding long-term incentive cash and equity awards will continue to be payable in accordance with their terms, except as provided below in the amendment to Paragraph 6.3(2) of the Agreement.

(4)       The financial performance of the Company will be the key factor used to determine Employee’s incentive compensation during the 24 month extension of the Term.  Accomplishing a smooth succession to a new Chief Executive Officer and strategic execution will also be important factors.

(5)       The Company shall provide Employee with an opportunity to review and comment on a draft press release concerning each change in title and duties contemplated by this paragraph before such change is announced.

2.        Paragraph 2.4 of the Agreement is hereby amended to read in its entirety as follows:

2.4       While Employee serves as President and Chief Executive Officer, Employee shall be responsible to the Board of Directors for all actions and activities of the Company.  

III.

1.        Paragraph 4.1 of the Agreement is hereby amended to revise the first sentence thereof to read as follows:

“Commencing April 1, 2010, Employee’s base salary will be increased to $963,000 per year.”

IV.

1.        Paragraph 6.3 of the Agreement is hereby amended to revise subparagraphs (2) and (3) thereof to read as follows:

(2)       The performance stock units which were granted to Employee pursuant to subparagraph (2) of Paragraph 6.3 of the First Amendment to the Employment Agreement shall terminate on March 31, 2010, notwithstanding any provision to the contrary that would extend the term of these performance stock units until November 30, 2010 which is contained in Paragraph 6.3(2) of the First Amendment to the Employment Agreement or in the Performance Stock Unit Agreement for these performance stock units.  On March 31, 2010, 8,000 performance stock units (or such larger number as is provided under the price vesting schedule of the Performance Stock Unit Agreement) shall become vested and shall be paid out within thirty (30) days thereafter in accordance with the provisions of the Performance Stock Unit Agreement, and the Performance Stock Unit Agreement shall thereupon terminate, and any additional performance stock units under the Performance Stock Unit Agreement shall be forfeited.  

(3)       Employee shall be eligible to receive an annual grant of restricted stock or other form of equity award in the first quarter of calendar year 2011, if he is employed by the Company on the applicable grant date, in such amount and upon such terms as the Compensation Committee and Board of Directors may approve, provided that Paragraphs 10.3(2) and 10.5(1) of this Agreement shall not apply to any such grant.  Otherwise, 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.

V.

1.        Paragraph 9.9 is hereby amended to delete the additional sentence at the end thereof that was added in the First Amendment to the Employment Agreement (which provided for continuation of the AYCO financial/tax consulting services for three calendar years following Employee’s retirement or termination of employment).

2.        Paragraph 9.9 is hereby amended to eliminate the tax-gross up feature for any payments of AYCO financial/tax consulting services which are made after March 31, 2010.

VI.

1.        Paragraph 10.3 of the Agreement is hereby amended to revise subparagraph (1) thereof to read in its entirety as follows:

(1)       (A) in the event of termination before Employee commences to serve as Executive Chairman of the Board, the Company shall pay Employee a lump-sum severance amount within thirty (30) days following termination equal to the annual base salary and target annual bonus in effect as of the date of termination that Employee would have been entitled to receive if he had served as President and Chief Executive Officer from the date of his termination through the end of the Term, and (B) in the event of termination after Employee commences to serve as Executive Chairman of the Board, the Company shall pay Employee a lump-sum severance amount within thirty (30) days following termination equal to the annual base salary and target annual bonus in effect as of the date of termination that Employee would have been entitled to receive under Paragraph 2.1(3) of the Agreement if he had served as Executive Chairman of the Board from the date of his termination through the end of the Term; 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, 2012;

2.        Paragraph 10.5 of the Agreement is hereby amended to revise subparagraph (2) thereof to read in its entirety as follows:

(2)       In the event that the Company terminates Employee’s employment without cause at any time during the Term of this Agreement within the period of twelve (12) months following the date of a Change of Control, then Employee shall be entitled to the termination benefits described in Paragraph 10.3 hereinabove; provided that the lump-sum severance amount paid to Employee under this Paragraph 10.5(2) shall not be calculated based on Paragraph 10.3(1) hereinabove, but (i) shall be equal to 1.5 times the sum of (x) Employee’s annual base salary in effect as of the date of termination plus (y) the average annual bonus paid to Employee during the five years preceding the date of termination (provided that in the event of termination after Employee commences to serve as Executive Chairman of the Board, only seventy percent (70%) of Employee’s annual bonus for any period when he served as Chief Executive Officer shall be counted for purposes of calculating his average annual bonus), and (ii) shall be reduced to offset compensation and other earned income earned by Employee in the manner provided in Paragraphs 10.5(3) and (4) below; 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, 2012.

3.        Paragraph 10.5 of the Agreement is hereby amended to delete the entire paragraph which follows subparagraph (4) of Paragraph 10.5 and Exhibit T to the Agreement that is referred to therein (which provided a gross-up payment for taxes imposed by IRC Section 4999).

VII.

All other terms and conditions of the Agreement are hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Employment Agreement effective as of March 22, 2010.

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

Exhibit 99.2

Ameron International Reappoints James S. Marlen as President, CEO and Chairman of the Board and Adopts Succession Plan

PASADENA, Calif.--(BUSINESS WIRE)--March 22, 2010--Ameron International Corporation (NYSE:AMN) today announced that it has entered into a new two-year employment agreement with James S. Marlen, current President, Chairman and Chief Executive Officer. Under terms of the new agreement, which will expire in March 2012, Mr. Marlen will remain in his current role until a successor is named. The Company plans to initiate a search for a new CEO in early 2011. As part of the Company’s succession plan and to ensure a smooth transition, Mr. Marlen would continue to serve as Ameron’s Executive Chairman when a new Chief Executive Officer is named and through the term of the new agreement.

Mr. Marlen, was appointed Ameron’s President and Chief Executive Officer in June 1993, and was named Chairman of the Board in January 1995. Under Mr. Marlen’s leadership, Ameron has undergone a dramatic transformation which has resulted in consistent earnings growth and the positioning of the Company for sustainable future growth.

Ameron's total returns to shareholders over the past five years have exceeded the returns of the peer group, the Russell 2000, the S&P SmallCap 600 and the broad NYSE market.

Mr. Marlen stated, “I continue to be very optimistic about the future of the Company. I believe the next couple of years, however, will be challenging, especially for infrastructure project-intensive companies. My management emphasis will be to concentrate on business fundamentals, continue to strategically position the Company for the future, focus on cash management and pursue internal and external investment growth opportunities. And importantly, I look forward to working closely with the Board in the upcoming search and selection process for a new CEO. I am confident that we will execute a successful succession plan.”

Speaking on behalf of the Company’s Board of Directors, J. Michael Hagan, the senior Ameron Board member, stated “Ameron has been fortunate to have had the strong leadership of Jim Marlen to guide the Company through a number of challenges during his tenure. The Company has had a remarkable track record of financial successes that have created significant value for our shareholders and he and his team have strategically positioned the Company to excel in the future.”

About Ameron International Corporation

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 water transmission lines and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company’s businesses operate in North America, South America, Europe and Asia. It also has partial ownership in several unconsolidated affiliates in the U.S. and the Middle East.

CONTACT:
Ameron International Corporation
Terrence P. O’Shea, Vice President–Human Resources
Javier Solis, Secretary and Special Counsel
626-683-4000