AZZ INC.

COMPENSATION RECOVERY POLICY

(Effective Date: January 20, 2016)

I. Purpose. The purpose of this Compensation Recovery Policy (the “ Policy ”) is to provide AZZ Inc. and its subsidiaries (the “ Company ”) a mechanism for recovering certain incentive based compensation should the Company be required to restate its financial statements or a management-level employee engages in serious misconduct. The term “ misconduct ” shall include, but not be limited to, (i) dishonesty, insubordination, harassment, or belligerent behavior; (ii) any breach of the Company’s Code of Ethics, any confidentiality or any other agreements with the Company, Company policies, or duty of loyalty to the Company; (iii) habitual neglect or incompetence in carrying out employment duties; or (iv) the commission of any act that would constitute a felony or violation of a law applicable to the conduct of corporate employees, including, but not limited to, any law prohibiting bribery, or any law applicable to public companies. Accordingly, as set forth in this Policy, it may be appropriate for the Company to recover Incentive Compensation (as defined below) of certain Covered Persons (as defined below), to the extent permitted by applicable law. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). This Policy shall apply to Incentive Compensation awarded, approved or granted on or after the Effective Date.

II. Applicability. This Policy applies to all former and current executive officers of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, and any such other key employees of the Company who may from time to time be determined by the Administrator to be deemed subject to the Policy (collectively, the “ Covered Person(s) ”).

III. Administration. This Policy will be administered by the Compensation Committee of the Board of Directors (the “ Committee ”) unless the Board of Directors determines to administer the Policy itself (the Committee or the Board of Directors, as applicable, in its role administering the Policy is the “ Administrator ”). The Administrator shall have full and final authority to make all determinations under this Policy, including without limitation, whether the Policy applies and if so, the amount of compensation to be recovered from the Covered Persons and the means of recovery (as permitted under final rules adopted by the Securities and Exchange Commission (“SEC”) under Section 10D of the Exchange Act (the “Final Rules”) and in conformity with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “IRC”)). All determinations and decisions made by the Administrator pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its shareholders and employees. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed, and Section 409A.

IV.    Recovery Requirement. In the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under United States securities laws (a “ Restatement Requirement ”), the Administrator shall seek to recover any excess Incentive Compensation received by any Covered Person during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such an accounting restatement, as permitted under the Final Rules and in conformity with Section 409A. Without limiting the foregoing, in the event that any Covered Person engages in Misconduct, the Administrator shall seek to recover any Incentive

Compensation received by such Covered Person during the most recently completed fiscal year immediately preceding the date on which such Misconduct is discovered, as permitted under the Final Rules and in conformity with Section 409A (any such required reimbursement or forfeiture based on Misconduct, a “ Misconduct Requirement ” and, collectively with a Restatement Requirement, “ Recoverable Events ” or individually a “ Recoverable Event ”). For purposes of this Policy, the date on which the Company is required to prepare an accounting restatement shall be deemed to be the earlier of (i) the date the Board of Directors concludes or reasonably should have concluded that the Company's previously issued financial statements contain a material error or (ii) the date a court, regulator or other legally authorized body directs the Company to restate its previously issued financial statements to correct a material error.

V.    Means of Recovery. In the event any Recoverable Event occurs, the Administrator shall satisfy the Company’s obligations under this Policy to recover any amount owed from any applicable Covered Person (not exceeding in the aggregate the applicable Recoverable Amount as described in Section VI) by exercising its sole and absolute discretion in how to accomplish such recovery, and the Administrator may utilize any method of recovery permitted under the Final Rules and in conformity with Section 409A, in each case without the payment of an amount to such Covered Person or the creation of a legally binding right to a payment to such Covered Person as a substitute for the recovered amount.

VI.    Incentive Compensation Calculation and Definition . With respect to any Restatement Requirement, the amount of excess Incentive Compensation ( i.e. , the amount to be recovered under this Policy) shall be the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the applicable financial and shall be computed without regard to any taxes paid. For incentive-based compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:

(a)    The amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Compensation was received; and

(b)    The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange or association.

The amount of Incentive Compensation recoverable with respect to any Recoverable Event is referred to herein as the “ Recoverable Amount ”. With respect to any Misconduct Requirement, the Recoverable Amount shall be deemed to be the amount of Incentive Compensation received by the applicable Covered Person during the most recently completed fiscal year immediately preceding the date on which such Misconduct is discovered.

For purposes of this Policy, “ Incentive Compensation ” shall mean any cash bonus, incentive payment, equity based award or other compensation granted, earned, and/or received by such Covered Person from the Company on or after the Effective Date, and/or any profits realized by such Covered Person from the sale of Company equity securities obtained by the Covered Person upon exercise or grant of any stock appreciation right, restricted stock, restricted stock unit or any other form of equity compensation or otherwise that was granted on or after the Effective Date, the amount, payment and/or vesting of which was calculated based wholly or in part on the attainment of a financial reporting measure; provided, however , that “Incentive Compensation” shall not include a Covered Person’s base salary.

VII.    Determinations in Discretion of the Administrator. The Administrator shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Administrator in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company's securities are listed.

Any action or inaction by the Administrator with respect to a Covered Person under this Policy shall in no way limit the Administrator’s actions or decision not to act with respect to any other Covered Person under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or inaction serve as a waiver of any rights the Company may have against any Covered Person other than as set forth in this Policy. The Administrator may apply these provisions differently to each such Covered Person, as permitted under the Final Rules and in conformity with Section 409A, and in its sole and absolute discretion, taking into account (i) whether the assertion of a claim may violate applicable law or prejudice the interests of the Company (including, but not limited to, any prejudice to the interests of the Company in any proceeding or investigation), (ii) whether other penalties or punishments are being imposed on the Covered Person, including by third parties, or any governmental or regulatory authority (including, without limitation, action taken under Section 304 of the Sarbanes-Oxley Act of 2002), (iii) the nature of the events that led to a Recoverable Event, (iv) the Covered Person’s conduct, role and responsibilities with respect to the events that led to a Recoverable Event, (v) Section 409A; and (vi) such other factors as determined by the Administrator.

VIII.    Recovery Procedure. If the Administrator intends to seek recoupment (or, for the purpose of this paragraph, any other means of recovery) of any Incentive Compensation under this Policy from a Covered Person, it must determine in its sole and absolute discretion the manner of recovery of any Recoverable Amount, including, without limitation, through the reduction (or forfeiture, as permitted under the Final Rules) of future awards or payments, unpaid amounts or awards, or any other compensation or payments due to the Covered Person from the Company (under any compensation agreement or arrangement between the Covered Person and the Company) or other legal action, which manner of recovery shall be in conformity with the Final Rules and Section 409A. The Administrator shall provide the Covered Person written notice which states the amount demanded to be recovered from such Covered Person and how the Committee calculated that amount. The written notice must be made within 90 days of the submission to the SEC of the accounting restatement or the Committee’s final determination that Misconduct occurred. If a demand for repayment is made to such Covered Person, such Covered Person must repay the amount demanded within 120 days after the written notice is issued. The Administrator may, at is sole discretion, agree on a repayment plan with the Covered Person which allows the Covered Person to repay the amount demanded within a longer period of time (as permitted under the Final Rules, Section 409A, and other applicable laws, rules and regulations, including, without limitation, Section 402 of the Sarbanes-Oxley Act of 2002). For the avoidance of doubt, the Company shall not indemnify any Covered Person against the loss of any incorrectly awarded Incentive Compensation.

IX.    Enforceability. The Administrator may determine that any equity award agreement, employment agreement, bonus plan or similar agreement or plan entered into or amended on or after the Effective Date shall, as a condition to the grant of any benefit covered by such agreement or plan, require a Covered Person to contractually agree to abide by the terms of this Policy. Further, the adoption of this Policy does not mitigate, and is intended to enhance, the effect of any recoupment, forfeiture or similar policies in any equity award agreement, employment agreement or similar agreement in effect prior to the Effective

Date. The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company.

X.    Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

XI.    Dodd-Frank Act . In connection with the Dodd-Frank Act’s requirement that the Company implement a policy providing for the recovery of erroneously paid incentive based compensation following a required accounting restatement, the Company shall revisit this Policy and related implementing provisions following the issuance of the Final Rules or any additional guidance under Section 409A.

XII.    Amendment; Termination . Without limiting Section IX above, the Board of Directors may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to reflect the Final Rules, to comply with any rules or standards adopted by a national securities exchange on which the Company's securities are listed, or to comply with Section 409A or other rules, regulations, or guidance promulgated under the IRC. The Board of Directors may terminate this Policy at any time.

XIII .     Successors . This Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.

FIRST AMENDMENT TO AZZ INC.

2014 LONG TERM INCENTIVE PLAN

This First Amendment to the AZZ Inc. 2014 Long Term Incentive Plan (the “First Amendment”), entered into to be effective as of January 20, 2016 (the “Effective Date”), amends that certain 2014 Long Term Incentive Plan (the “2014 Plan”) adopted by AZZ Inc. (the “Company”). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Plan.

WHEREAS , pursuant to Section 19(k) of the 2014 Plan the Compensation Committee may amend the Plan from time to time and desires to amend certain provisions contained in the 2014 Plan;

NOW, THEREFORE , the 2014 Plan shall be amended effective as of the Effective Date as provided for below:

1. Section 19 of the 2014 Plan is hereby amended to add the following subsection (m):

(m)    Without limiting the generality of Section 19(c) above, the 2014 Plan and any Awards granted hereunder shall be subject to the terms of the AZZ Inc. Compensation Recovery Policy adopted by the Board on January 20, 2016, as such may be amended from time to time.

2. All terms and conditions of the 2014 Plan, as amended hereby, remain in full force and effect.

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IN WITNESS WHEREOF, the Company has executed this First Amendment as of the Effective Date.

AZZ INC.

By:     /s/ Tara D. Mackey        

Name:     Tara D. Mackey        

Title:     Chief Legal Officer and Secretary

FIRST AMENDMENT TO AZZ INC.

SENIOR MANAGEMENT BONUS PLAN

This First Amendment to the AZZ Inc. Senior Management Bonus Plan (the “First Amendment”), entered into to be effective as of January 20, 2016 (the “Effective Date”), amends that certain Senior Management Bonus Plan (the “Plan”) adopted by AZZ Inc. (the “Company”). Capitalized terms used but not defined herein shall have the same meanings as set forth in the Plan.

WHEREAS , pursuant to paragraph 6(d) of the Plan, the Compensation Committee may amend the Plan from time to time and desires to amend certain provisions contained in the Plan;

NOW, THEREFORE , the Plan shall be amended effective as of the Effective Date as provided for below:

1. Section 6 of the Plan is hereby amended to add the following subsection (k):

(k)    Without limiting the generality of Section 5(c) above, the Plan and any Bonus granted hereunder shall be subject to the terms of the AZZ Inc. Compensation Recovery Policy adopted by the Board on January 20, 2016, as such may be amended from time to time.

2. All terms and conditions of the Plan, as amended hereby, remain in full force and effect.

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IN WITNESS WHEREOF, the Company has executed this First Amendment as of the Effective Date.

AZZ INC.

By:     /s/ Tara D. Mackey        

Name:     Tara D. Mackey        

Title:     Chief Legal Officer and Secretary

AZZ INC.

RESTRICTED SHARE UNIT

AWARD AGREEMENT

This Award, granted on ________________ (“Grant Date”), by AZZ Inc., a Texas corporation (hereinafter called the “Corporation”), to ________________ (the “Participant) is subject to the terms and conditions of the 2014 Long Term Incentive Plan, as amended from time to time (the “2014 Plan”), and this Award Agreement. All terms, conditions and restrictions of the 2014 Plan are incorporated in this Award Agreement and made a part hereof as if stated herein.

W I T N E S S E T H:

WHEREAS, the Corporation has adopted the 2014 Plan, effective as of July 8, 2014, with the objective of advancing the best interests of the Corporation and its shareholders in order to attract, retain and motivate key employees with additional incentives through the award of Restricted Share Units.

NOW, THEREFORE, it is agreed as follows:

1. Award of Restricted Share Units .

(a)     Award . The Corporation hereby grants to the Participant the right to receive all or any part of __________ Restricted Share Units (“RSUs”), subject to the terms, conditions and restrictions set forth herein and in the 2014 Plan. Such RSUs are referred to herein as the “Award.”

(b)     2014 Plan . The Award and this Award Agreement are each subject to all of the terms, conditions and restrictions as set forth in the 2014 Plan. In the event of a conflict between the Award Agreement and the 2014 Plan, the 2014 Plan shall prevail. Terms that are capitalized but not defined herein shall have the same meaning ascribed to such terms in the 2014 Plan.

(c)     Rights to Common Stock . Prior to the registration of such shares of Common Stock as described in paragraph 2, holders of the Award shall have none of the rights of a shareholder with respect to the shares of Common Stock underlying the Award (including, but not limited to, receiving cash dividends or the right to vote or tender shares). The Participant will be paid dividend equivalents on the unvested RSUs awarded hereunder equal in value to those declared and paid on shares of Common Stock, which will be reinvested in additional RSUs based on the then Fair Market Value of the Corporation’s Common Stock on the date dividends are paid, and the additional RSUs will be accumulated and paid if and when the RSUs vest, based on the actual number of RSUs that vest.

2. Vesting and Payment of Award .

(a)      Vesting . The Award, including any portion thereof consisting of accrued dividend equivalents, shall be subject to forfeiture until the Participant becomes vested in such Award as described in this Award Agreement. The RSUs comprising the Award shall vest over a three-year period with one-third of the RSUs vesting on each of the first, second and third anniversaries of the Grant Date (the “Restricted Period”), in each case except to the extent that the RSUs comprising the Award otherwise vest pursuant to the 2014 Plan. Unless vested in accordance with the foregoing, including any RSUs vested upon termination or at the discretion of the Committee pursuant to the terms of the 2014 Plan, unvested RSUs shall be forfeited upon the termination of a Participant’s employment with the Corporation or any Affiliate.

(b)      Payment of Awards . If the Participant remains continuously employed by the Corporation or an Affiliate through the Restricted Period, the RSUs comprising the Award shall vest at the end of the Restricted Period. Upon the vesting of such Award (either pursuant to the immediately preceding sentence or to the previous provisions of this paragraph 2), the Corporation shall electronically register one share of Common Stock in the Participant’s name for each RSU comprising the Award, provided that, notwithstanding paragraph 1 or any other provision herein to the contrary, the Committee, in its sole discretion, may elect to cause the Corporation to pay the Participant in cash, in an amount equal to the Fair Market Value of such Award as of the vesting date thereof (other than any portion of the Award that has previously vested), in lieu of such registration of Common Stock.

3. Administration . Any decision, interpretations or determinations made or actions taken by the Corporation, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of this Award Agreement or the 2014 Plan shall be within the sole and absolute discretion of the Corporation, the Board or the Committee, as the case may be, and shall be final and conclusive upon all persons.

4. Governing Law . The 2014 Plan and this Award Agreement are each governed by and subject to the laws of the United States of America and the State of Texas. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the 2014 Plan shall be determined in accordance with the laws of the State of Texas.

 

5. Notices . Any notice to be given to the Corporation under this Award Agreement shall be addressed to the Corporation in care of its Chief Legal Officer at the Corporation’s then current corporate headquarters unless the Corporation, in writing or electronically, directs the Participant otherwise. Any notice to be given to the Participant under the terms of this Award Agreement may be addressed to him or her at his or her address as it appears on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other party.

6. Discretionary Nature of Award . The grant of the Award is a one-time benefit and does not create any contractual or other right to receive a grant of awards or benefits in lieu of awards in the future. Future grants, if any, and the terms thereof will be at the sole discretion of the Corporation. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy payment in lieu of notice, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

7. Successors . This Award Agreement shall be binding upon and inure to the benefit of any successor or assigns of the Corporation.

8. Non-Transferability . The Award granted under this Award Agreement shall not be transferable other than by will or the laws of decent and distribution upon the Participant’s death.

9. Amendments . The Committee may at any time alter or amend this Award Agreement to the extent (1) permitted or required by law, (2) permitted or required by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted or required under applicable provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (including Rule 16b-3 thereof).

10. For U.S. Participants Only . To the extent the Participant is a resident of the United States of America and has not previously signed a noncompete agreement for the benefit of the Corporation or its Affiliates, then the Participant has until the end of the one hundred twenty (120)-day period beginning from the Grant Date to sign and return such a noncompete agreement in the form provided to such Participant by the Corporation. If the U.S. Participant does not sign and return such noncompete agreement on or before the end of such one hundred twenty (120)-day period, then this Award Agreement and the grant of the Award shall not be binding on and shall be voidable by the Corporation, in which case neither the Award nor this Award Agreement shall have any further force or effect.

11. Section 409A of the Code . The Award is intended to be exempt from section 409A of the Code because the value of the Award is included in the Participant’s income in the year in which the Award vests.

12. Acceptance of Award Terms and Conditions . The Participant has until the end of the one hundred twenty (120)-day period beginning from the Grant Date of this Award to sign and return this Award Agreement as evidence of the Participant’s acceptance of the terms and conditions of this Award.

13. Invalidity and Enforceability . The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable; provided, however, that to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the 2014 Plan.

14. Participant Acknowledgment of Conditions . The Participant understands, acknowledges and agrees to the following conditions with respect to the Award granted to the Participant under this Award Agreement:

(a)     No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Corporation or an Affiliate of the Corporation (the “Employer”) (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or the Employer, waive his or her ability, if any, to bring any such claim, and releases the Corporation and the Employer from any such claim.

 

(b)     In the event of termination of the Participant’s employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the 2014 Plan), the Participant’s right with respect to the RSUs comprising the Award, including with respect to the vesting thereof, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (i.e., active employment would not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Award.

 

(c)     The RSUs comprising the Award are merely contractual rights under this Award Agreement and are not actual shares of Common Stock, and therefore the Participant may not make and agrees not to make an election under section 83(b) of the Code with respect to the grant of the Award. The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the 2014 Plan or the Participant’s acquisition or sale of the underlying shares of Common Stock. Further, the Participant is advised to consult with his or her own advisors regarding participation in the 2014 Plan before taking any action related to the 2014 Plan. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the 2014 Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the responsibility of the Participant and may exceed the amount actually withheld by the Corporation or the Employer.

(d)     The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement (including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or details of the Award or any other entitlement to shares awarded, canceled, vested, unvested or outstanding (the “Data”) by and among, as applicable, the Participant’s Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the 2014 Plan.

(e)     The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the 2014 Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the Participant’s country may have different data privacy laws and protections than the country or countries in which such recipients are located. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the 2014 Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon vesting of the RSUs comprising the Awards may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the 2014 Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.

(f)     The Corporation and the Committee reserves the right to impose other requirements (including the execution of additional agreements or undertakings) on the Participant’s participation in the 2014 Plan, on the Award and on any shares of Common Stock acquired under the 2014 Plan, to the extent the Corporation determines it is necessary or advisable in order to comply with local law or facilitate the administration of the 2014 Plan.

(g)     The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the 2014 Plan by electronic means. The Participant hereby consents to receive such documents by on-line delivery and agrees to participate in the 2014 Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation.

 

(h)     The Participant certifies that he or she has received and read a copy of the 2014 Plan and understands and agrees to the terms, conditions and restrictions set forth in the 2014 Plan, the provisions of this Award Agreement and any other applicable documents (including any country-specific terms applicable to the Participant’s Award).

(i)    For the avoidance of doubt, and without limiting the foregoing, the Award and this Award Agreement are subject to the terms of the AZZ Inc. Compensation Recovery Policy adopted by the Board on January 20, 2016, as such may be amended from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Award Agreement as of the date first above written.

AZZ INC.

By _____________________________

Name:

Title:

PARTICIPANT:

________________________________

Name:

Exhibit 10.5

AZZ INC.

STOCK APPRECIATION RIGHTS

AWARD AGREEMENT

This Award, granted on ________________ (“Grant Date”), by AZZ Inc., a Texas corporation (hereinafter called the “Corporation”), to ________________ (the “Participant) is subject to the terms and conditions of the 2014 Long Term Incentive Plan, as amended from time to time (the “2014 Plan”), and this Award Agreement. All terms, conditions and restriction of the 2014 Plan are incorporated in this Award Agreement and made a part hereof as if stated herein.

W I T N E S S E T H:

WHEREAS, the Corporation has adopted the 2014 Plan, effective as of July 8, 2014, with the objective of advancing the best interests of the Corporation and its shareholders in order to attract, retain and motivate key employees with additional incentives through the award of Stock Appreciate Rights.

NOW, THEREFORE, it is agreed as follows:

1. Award of Stock Appreciation Rights .

(a)     Award . The Corporation hereby grants to the Participant _________ Stock Appreciation Rights (“SARs”), subject to the terms, conditions and restrictions set forth herein and in the 2014 Plan, consisting of the right to receive, upon exercise of each SAR, shares of Common Stock with a Fair Market Value equal to the excess of the Fair Market Value of one share of Common Stock on the date of such exercise minus the Fair Market Value of one share of Common Stock on the Effective Date of this grant ($_____) (the “Grant Price”), subject to substitution of cash in lieu of shares pursuant to paragraph 2 (collectively, the “SAR Payment Value”). Such SARs are referred to herein as the “Award.”

(b)     2014 Plan . The Award and this Award Agreement are each subject to all of the terms, conditions and restrictions set forth in the 2014 Plan. In the event of a conflict between the Award Agreement and the 2014 Plan, the 2014 Plan shall prevail. Terms that are capitalized but not defined herein shall have the same meaning ascribed to such terms in the 2014 Plan.

(c)     Rights to Common Stock . Prior to the exercise and registration of such shares of Common Stock as described in paragraph 2, holders of the Award shall have none of the rights of a shareholder with respect to the shares of Common Stock issuable upon exercise of any SARs comprising the Award (including, but not limited to, any voting or tender rights and any right to receive dividends in cash or other property or other distribution or rights in respect of such shares) except as otherwise provided in this Award Agreement or the 2014 Plan.

2. Vesting and Exercise of Award .

(a)     Vesting . The Award shall be subject to forfeiture until the Participant becomes vested in such Award as described in this Award Agreement. On each of the first two anniversaries of the Grant Date (each, a “Vesting Date”), one-third (1/3) of the SARs granted hereby shall vest, and on the third anniversary of the Grant Date (the “Final Vesting Date”), any of such SARs that are not yet vested shall vest, such that on the Final Vesting Date, all of the SARs granted hereby shall be vested, in each case to the extent, and solely to the extent, that the Participant remains continuously employed by the Corporation or an Affiliate or serves on the Board, as applicable, through each Vesting Date and the Final Vesting Date, as applicable. Notwithstanding the foregoing, the SARs granted hereby may otherwise vest earlier pursuant to the 2014 Plan. Unless vested in accordance with the foregoing, unvested SARs shall be forfeited upon the termination of a Participant’s employment with the Corporation and all Affiliates.

(b)     Exercise Period . Once any SARs granted hereby are vested pursuant to this Award Agreement or the 2014 Plan, such vested SARs may be exercised by the Participant during the period of time (the “Exercise Period”) beginning on the first anniversary of the Grant Date and ending on the seventh anniversary of the Grant Date (the “Expiration Date”), subject to the limitation that such SARs shall vest and become exercisable only if the Participant remains continuously employed by the Corporation or its Affiliates or serves on the Board, as applicable, through each Vesting Date (it being understood that the right to exercise the SARs shall be cumulative, so that the Participant may exercise on or after any Vesting Date and during the remainder of the Exercise Period that number of SARs which the Participant was entitled to exercise, but did not exercise, during any preceding period or periods). If the Participant terminates employment with the Corporation or any Affiliate, any unexercised, vested SARs may be exercised after such termination and prior to the Expiration Date only to the extent provided by Sections 14(b)-(d) of the 2014 Plan.

(c)      Method of Exercise . The Participant (or his or her representative, guardian, devisee or heir, as applicable) may exercise all or any portion of the SARs that have become vested and exercisable in accordance with the terms hereof by giving written notice of exercise to the Corporation, in a form satisfactory to the Committee, specifying the number of SARs to be exercised. The SARs may not be exercised for less than one (1) SAR.

(d)      Payment of Awards . Upon exercise of all or any portion of the SARs comprising the Award, the Corporation shall electronically register one or more shares of Common Stock in the Participant’s name with an aggregate value equal to the SAR Payment Value with respect to each such SAR being exercised, provided that, notwithstanding paragraph 1 or any other provision herein to the contrary, the Committee, in its sole discretion, may elect to cause the Corporation to pay the Participant in cash, in an amount equal to the SAR Payment Value with respect to the SARs being so exercised, in lieu of such registration of Common Stock. If and to the extent that payment of the SAR Payment Value through registration of shares of Common Stock would require the registration of fractional shares of Common Stock, such SAR Payment Value shall be rounded down to whole shares of Common Stock and cash shall be provided for any fractional share value. Upon registration (or issuance) of any shares of Common Stock hereunder, the Participant may be required to enter into such written representations, warranties and agreements as the Corporation may reasonably request in order to comply with applicable securities laws or the 2014 Plan.

3. Administration . Any decision, interpretations or determinations made or actions taken by the Corporation, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of this Award Agreement or the 2014 Plan shall be within the sole and absolute discretion of the Corporation, the Board or the Committee, as the case may be, and shall be final and conclusive upon all persons.

4. Governing Law . The 2014 Plan and this Award Agreement are each governed by and subject to the laws of the United States of America. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award and any rights under the 2014 Plan shall be determined in accordance with the laws of the State of Texas.

 

5. Notices . Any notice to be given to the Corporation under this Award Agreement shall be addressed to the Corporation in care of its Chief Legal Officer at the Corporation’s then current corporate headquarters unless the Corporation, in writing or electronically, directs the Participant otherwise. Any notice to be given to the Participant under the terms of this Award Agreement may be addressed to him or her at his or her address as it appears on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other party.

6. Discretionary Nature of Award . The grant of the Award is a one-time benefit and does not create any contractual or other right to receive a grant of awards or benefits in lieu of awards in the future. Future grants, if any, and the terms thereof will be at the sole discretion of the Corporation. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy payment in lieu of notice, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

7. Successors . This Award Agreement shall be binding upon and inure to the benefit of any successor or assigns of the Corporation.

8. Non-Transferability . The Award granted under this Award Agreement shall not be transferable other than by will or the laws of descent and distribution upon the Participant’s death.

9. Amendments . The Committee may at any time alter or amend this Award Agreement to the extent (1) permitted or required by law, (2) permitted or required by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted or required under applicable provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (including Rule 16b-3 thereof).

10. For U.S. Participants Only . To the extent the Participant is a resident of the United States of America and has not previously signed a noncompete agreement for the benefit of the Corporation or its Affiliates, then the Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date to sign and return such a noncompete agreement in the form provided to such Participant by the Corporation. If the U.S. Participant does not sign and return such noncompete agreement on or before the end of such one hundred twenty (120)-day period, then this Award Agreement and the grant of the Award shall not be binding on and shall be voidable by the Corporation, in which case neither this Award Agreement nor the Award shall have any further force or effect.

11. Section 409A of the Code . The Award is intended to be exempt from section 409A of the Code because the Grant Price is not less than the Fair Market Value of a share of Common Stock on the grant date.

12. Acceptance of Award Terms and Conditions . The Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this Award to sign and return this Award Agreement as evidence of the Participant’s acceptance of the terms and conditions of this Award.

13. Invalidity and Enforceability . The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable; provided, however, that, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the 2014 Plan.

14. Participant Acknowledgment of Conditions. The Participant understands, acknowledges and agrees to the following conditions with respect to the Award granted to the Participant under this Award Agreement:

 

(a)     No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Corporation or an Affiliate of the Corporation (the “Employer”) (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or the Employer, waive his or her ability, if any, to bring any such claim, and releases the Corporation and the Employer from any such claim.

 

(b)     In the event of termination of the Participant’s employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement of the 2014 Plan), the Participant’s right with respect to the SARs comprising the Award, including with respect to the vesting and exercise thereof, will terminate at the end of the applicable period specified in Sections 14(b)-(d) of the 2014 Plan and will not be extended by any notice period mandated under local law (i.e., active employment would not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Award.

 

(c)     The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the 2014 Plan or the Participant’s acquisition or sale of any shares of Common Stock issuable upon exercise of the SARs comprising the Award. Further, the Participant is advised to consult with his or her own advisors regarding participation in the 2014 Plan before taking any action related to the 2014 Plan. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the 2014 Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the responsibility of the Participant and may exceed the amount actually withheld by the Corporation or the Employer.

(d)     The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement (including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or details of the Award or any other entitlement to shares awarded, canceled, vested, unvested or outstanding (the “Data”) by and among, as applicable, the Participant’s Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the 2014 Plan.

(e)     The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the 2014 Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the Participant’s country may have different data privacy laws and protections than the country or countries in which such recipients are located. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the 2014 Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares of Common Stock received upon exercise of the SARs comprising the Awards may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the 2014 Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.

(f)     The Corporation reserves the right to impose other requirements (including the execution of additional agreements or undertakings) on the Participant’s participation in the 2014 Plan, on the Award and on any shares of Common Stock acquired under the 2014 Plan, to the extent the Corporation determines it is necessary or advisable in order to comply with local law or facilitate the administration of the 2014 Plan.

(g)     The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the 2014 Plan by electronic means. The Participant hereby consents to receive such documents by on-line delivery and agrees to participate in the 2014 Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation.

 

(h)     The Participant certifies that he or she has received and read a copy of the 2014 Plan and understands and agrees to the terms, conditions and restrictions set forth in the 2014 Plan, the provisions of this Award Agreement and any other applicable documents (including any country-specific terms applicable to the Participant’s Award).

(i)    For the avoidance of doubt, and without limiting the foregoing, the Award and this Award Agreement are subject to the terms of the AZZ Inc. Compensation Recovery Policy adopted by the Board on January 20, 2016, as such may be amended from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Award Agreement as of the date first above written.

AZZ INC.

By _____________________________

Name:

Title:

PARTICIPANT:

________________________________

Name:

AZZ INC.

PERFORMANCE SHARE

AWARD AGREEMENT

This Award, granted on ________________ (“Grant Date”), by AZZ Inc., a Texas corporation (hereinafter called the “Corporation”), to ________________ (the “Participant) is subject to the terms and conditions of the 2014 Long Term Incentive Plan, as amended from time to time (the “2014 Plan”), and this Award Agreement.

W I T N E S S E T H:

WHEREAS, the Corporation has adopted the 2014 Plan, effective as of July 8, 2014, with the objective of advancing the best interests of the Corporation and its shareholders in order to attract, retain and motivate key employees with additional incentives through the award of Performance Shares.

NOW, THEREFORE, it is agreed as follows:

1. Award of Performance Shares.

(a)     Award . The Corporation hereby grants to the Participant the right to receive all or any part of Performance Awards at the target level of _________ shares of Common Stock (the “Target Amount”), subject to the terms, conditions and restrictions set forth herein and in the 2014 Plan and to the level of achievement of the Performance Goals established by the Committee as set forth on Appendix A (the “Performance Goals”). The actual number of shares of Common Stock, or the cash equivalent thereof, earned by the Participant at the end of the Restricted Period (the “Performance Shares”) may range from 0 to 200% of the Target Amount. The right to receive such Performance Shares is referred to herein as the “Award.”

(b)     2014 Plan . The Award and this Award Agreement are each subject to all of the terms, conditions and restrictions set forth in the 2014 Plan. In the event of a conflict between the Award Agreement and the 2014 Plan, the 2014 Plan shall prevail. Terms that are capitalized but not defined herein shall have the same meaning ascribed to such terms in the 2014 Plan.

(c)     Rights to Common Stock . Prior to the registration of Performance Shares as described in paragraph 2, holders of the Award shall have none of the rights of a shareholder with respect to such Performance Shares (including, but not limited to, voting and tender rights and any right to receive dividends in cash or other property or other distribution or rights in respect of such shares) except as otherwise provided in this Award Agreement or the 2014 Plan. During the Restricted Period (as defined below), the dividend equivalents will accrue on the Awards but will not be paid unless and until the underlying Awards vest. In determining the number of Performance Shares, or the cash equivalent thereof, issuable to the Participant based on the level of achievement of the Performance Goals as of the end of the Restricted Period, the Committee will provide the Participant with credit for, and shall otherwise take into account, any dividends declared on the Corporation’s Common Stock during the Restricted Period.

2. Vesting and Payment of Award.

(a)      Restricted Period . Except as provided under paragraph 2, the Award shall be subject to forfeiture until the Participant becomes vested in such Award based on the level of achievement of the Performance Goals at the end of the Restricted Period as approved and authorized by the Committee, in each case as described in this Award Agreement. As used herein, the term “Restricted Period” shall mean the period of time beginning on the Grant Date and ending on the earlier of (i) the three (3)-year anniversary of the Grant Date or (ii) the date on which the Participant dies, terminates employment due to Permanent Disability, or has a Qualified Termination of Employment. Unless vested in accordance with the foregoing, unvested Awards shall be forfeited upon the termination of a Participant’s employment with the Corporation and all Affiliates.

(b)      Payment of Awards . If the Participant remains continuously employed by the Corporation or an Affiliate through the Restricted Period, the Award shall vest at the end of the Restricted Period. Upon the vesting of such Award, the Committee shall determine the level of achievement of the Performance Goals as of the end of the Restricted Period and, based on such determination, the number of Performance Shares issuable to the Participant, if any, and the Corporation shall electronically register any such Performance Shares in the Participant’s name, provided that, notwithstanding paragraph 1 or any other provision herein to the contrary, the Committee, in its sole discretion, may elect to cause the Corporation to pay the Participant cash, in an amount equal to the Fair Market Value of such Performance Shares, in lieu of such registration of Performance Shares. If the Restricted Period ends prior to the third anniversary of the Grant date pursuant to paragraph 2(a)(ii), the Committee shall, in its sole discretion, determine the level of achievement of the Performance Goals as of the end of the accelerated vesting date (in which case the Committee may make equitable adjustments in the Performance Goals to reflect the early termination) or deem the Award to be payable at the Target Amount (that is, 100% achievement of the Performance Goals). In determining the number of Performance Shares issuable to the Participant, the Committee shall multiply (i) the Target Amount (taking into account any dividend declared during the Restricted Period pursuant to paragraph 1) by (ii) the percentage by which the Performance Goals have been achieved as of the end of the Restricted Period. For purposes of example only, if the Target Amount consisted of 500 shares of Common Stock and the level of achievement of the Performance Goals was determined to be 120%, 600 Performance Shares would be issuable to Participant. Notwithstanding the foregoing, no Performance Shares will be issued with respect to the Award if the Committee determines that the relevant level of achievement of the Performance Goals is less than ______%.

3. Administration. Any decision, interpretations or determinations made or actions taken by the Corporation, the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of this Award Agreement or the 2014 Plan shall be within the sole and absolute discretion of the Corporation, the Board or the Committee, as the case may be, and shall be final and conclusive upon all persons.

4. Governing Law. The 2014 Plan and this Award Agreement are each governed by and subject to the laws of the United States of America and the State of Texas. All questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of this Award Agreement

and any rights under the 2014 Plan shall be determined in accordance with the laws of the State of Texas.

5. Notices. Any notice to be given to the Corporation under this Award Agreement shall be addressed to the Corporation in care of its Chief Legal Officer at the Corporation’s then current corporate headquarters unless the Corporation, in writing or electronically, directs the Participant otherwise. Any notice to be given to the Participant under the terms of this Award Agreement may be addressed to him or her at his or her address as it appears on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other party.

6. Discretionary Nature of Award. The grant of the Award is a one-time benefit and does not create any contractual or other right to receive a grant of awards or benefits in lieu of awards in the future. Future grants, if any, and the terms thereof will be at the sole discretion of the Corporation. The Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy payment in lieu of notice, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

7. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or assigns of the Corporation.

8. Non-Transferability. The Award granted under this Award Agreement shall not be transferable other than by will or the laws of descent and distribution upon the Participant’s death.

9. Amendments. The Committee may at any time alter or amend this Award Agreement to the extent (1) permitted or required by law, (2) permitted or required by the rules of any stock exchange on which the Common Stock or any other security of the Corporation is listed, and (3) permitted or required under applicable provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (including Rule 16b-3 thereof).

10. For U.S. Participants Only. To the extent the Participant is a resident of the United States of America and has not previously signed a noncompete agreement for the benefit of the Corporation or its Affiliates, then the Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date to sign and return such a noncompete agreement in the form provided to such Participant by the Corporation. If the U.S. Participant does not sign and return such noncompete agreement on or before the end of such one hundred twenty (120) day period, then this Award Agreement and the grant of the Award shall not be binding on and shall be voidable by the Corporation, in which case neither this Award Agreement nor the Award shall have any further force or effect.

11. Section 409A of the Code. The Award is intended to be exempt from section 409A of the Code because the value of the Award is included in the Participant’s income in the year in which the Award vests.

12. Acceptance of Award Terms and Conditions. The Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this Award to sign and return this Award Agreement as evidence of the Participant’s acceptance of the terms and conditions of this Award.

13. Invalidity and Enforceability. The provisions of this Award Agreement are severable and if one or more of the provisions of this Award Agreement shall be held invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nonetheless be binding and enforceable; provided, however, that to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the 2014 Plan.

14. Participant Acknowledgment of Conditions. The Participant understands, acknowledges and agrees to the following conditions with respect to the Award granted to the Participant under this Award Agreement:

(a)     No claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Corporation or an Affiliate of the Corporation (the “Employer”) (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or the Employer, waive his or her ability, if any, to bring any such claim, and releases the Corporation and the Employer from any such claim.

 

(b)     In the event of termination of the Participant’s employment (whether or not in breach of local labor laws and except as otherwise explicitly provided in the Award Agreement), the Participant’s rights with respect to the Award, including with respect to the vesting thereof, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (i.e., active employment would not include a period of “garden leave” or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Award.

 

(c)     The right to receive Performance Shares is merely a contractual right under this Award Agreement and does not constitute actual shares of Common Stock, and therefore the Participant may not make and agrees not to make an election under section 83(b) of the Code with respect to the grant of the Award. The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding participation in the 2014 Plan or the Participant’s acquisition or sale of any of the Performance Shares issuable upon the vesting of the Award. Further, the Participant is advised to consult with his or her own advisors regarding participation in the 2014 Plan before taking any action related to the 2014 Plan. Regardless of any action the Corporation or the Employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the 2014 Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the responsibility of the Participant and may exceed the amount actually withheld by the Corporation or the Employer.

(d)     The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement (including, but not limited to, the Participant’s name, home address and telephone

number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or details of the Award or any other entitlement to shares awarded, canceled, vested, unvested or outstanding (the “Data”) by and among, as applicable, the Participant’s Employer, the Corporation, and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the 2014 Plan.

(e)     The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the 2014 Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the Participant’s country may have different data privacy laws and protections than the country or countries in which such recipients are located. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the 2014 Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Performance Shares, if any, received upon vesting of the Award may be deposited. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the 2014 Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative.

(f)     The Corporation reserves the right to impose other requirements (including the execution of additional agreements or undertakings) on the Participant’s participation in the 2014 Plan, on the Award and on any shares of Common Stock acquired under the 2014 Plan, to the extent the Corporation determines it is necessary or advisable in order to comply with local law or facilitate the administration of the 2014 Plan.

(g)     The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the 2014 Plan by electronic means. The Participant hereby consents to receive such documents by on-line delivery and agrees to participate in the 2014 Plan through an on-line or electronic system established and maintained by the Corporation or a third-party designated by the Corporation.

 

(h)     The Participant certifies that he or she has received and read a copy of the 2014 Plan and understands and agrees to the terms, conditions and restriction set forth in the 2014 Plan, the provisions of this Award Agreement and all other applicable documents (including any country-specific terms applicable to the Participant’s Award).

(i)     The Award will be subject to any policy adopted by the Corporation or the Committee relating to the recovery of such Award (including any Performance Shares issued, or any cash equivalent thereof paid, in connection therewith) to the extent it is subsequently determined that the Performance Goals were not actually achieved. For the avoidance of doubt, and without limiting the foregoing, the Award and this Award Agreement are subject to the terms of the AZZ Inc. Compensation Recovery Policy adopted by the Board on January 20, 2016, as such may be amended from time to time.

IN WITNESS WHEREOF , the parties hereto have executed this Award Agreement as of the date first above written.

AZZ INC.

By _____________________________

Name:

Title:

PARTICIPANT:

________________________________

Name:

Appendix A

[To be determined by the Committee]