TEXAS
(State or Other Jurisdiction of Incorporation or Organization)
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1-12777
Commission File No.
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75-0948250
(I.R.S. Employer Identification Number)
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One Museum Place, Suite 500
3100 West 7
th
Street
Fort Worth, TX 76107
(Address of principal executive offices, including zip code)
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Registrant’s Telephone Number, including Area Code:
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817-810-0095
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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10.1
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AZZ INC.
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Date: October 3, 2017
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By:
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/s/ Tara D. Mackey
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Tara D. Mackey
Chief Legal Officer and Secretary
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Exhibit No.
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Description
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10.1
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1.
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INTRODUCTION
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2.
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ELIGIBILITY
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Employment
. You are classified by the Company, under its applicable standard personnel policies and procedures, as an active, full-time employee of the Company;
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Eligibility Period
. You have been continuously employed by the Company for at least 90 days; and
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Not Excluded
. You do not fall within one of the categories described in Section 2.2 below.
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Part-Time or Temporary Employees
– individuals who provide services to the Company and who the Company classifies under its applicable customary worker classification procedures as part-time or temporary employees.
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Employees With Written Employment Agreements
– individuals who have written employment agreements or offer letters with the Company that provide
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Employees with Written Change in Control Agreements
– individuals who have written change in control agreements that provide for severance benefits with respect to terminations of employment following a change in control of the Company; provided, this change in control exclusion will apply to an individual’s termination of employment only if it results in the individual being eligible (whether or not subject to conditions, such as signing a release) to receive severance pay under that change in control agreement.
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Union Employees
– individuals who are covered under a collective bargaining agreement between a union and the Company, if severance benefits were the subject of good faith bargaining, except to the extent that the collective bargaining agreement requires participation in the Plan.
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Foreign Employees
– individuals who are non-resident aliens and receive no U.S. source income.
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Non-Employee Service Providers
– individuals who provide services to the Company and who the Company does not classify under its customary worker classification procedures as employees, even if the individuals are common law employees, including, but not limited to, independent contractors, contractor’s employees and leased employees.
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Individuals on Indefinite Unpaid Leaves of Absence
– individuals who are absent from work on indefinite unpaid leaves of absence, except to the extent eligibility is required by applicable law.
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Your termination for Cause. For purposes hereof, “Cause” means termination of your employment due to what the Plan Administrator determines in its sole discretion to be (i) fraud, malfeasance, negligence, dishonesty, or willful misconduct with respect to the Company; (ii) refusal or repeated failure to follow the established reasonable and lawful policies of the Company applicable to persons in your same or similar position; (iii) indictment for, or conviction of, a felony, a crime or any other crime that may cause disrepute or harm to the Company; (iv) an action involving moral turpitude, (v) your inadequate performance; or (vi) any act or omission by you that is in any way harmful to the Company.
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Your automatic termination due to your disability or any other leave of absence from which you failed to return;
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Your death;
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Your voluntary termination for any reason, including retirement; or
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The sale of some or all of the stock or assets of the Company (
i.e.,
AZZ or one or more of its subsidiaries) that results in, or is related to, your termination of employment either if (i) you are offered a position with a successor company (either the buyer or a company related to the buyer), regardless of whether you accept or reject the offer, or (ii) you are not offered employment with such a successor company because you fail any pre-employment screening or testing (including, but not limited to, drug testing).
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3.
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SEVERANCE PAY
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Whether or not you are classified as a “Director or Above” will be determined by your position on your Last Day Worked.
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For this purpose, “Years of Employment” means the number of full and partial 12-month periods of continuous employment you have worked as a full-time, regular employee with the Company beginning on your most recent date of hire or rehire with the Company (and, to the extent determined by the Plan Administrator, in its sole discretion, with predecessor employers acquired by the Company). For example, if you have been continuously employed by the Company as a full-time, regular employee for 25 months, you will be considered to have 3 Years of Employment.
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The rate of severance pay will be calculated by using your base weekly salary or wage level in effect as of your Last Day Worked.
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Withholding.
The Company will withhold from severance pay any amounts required to be withheld pursuant to applicable federal, state or local law; any applicable insurance premiums; and any other amounts authorized or required by Company policy including, but not limited to, withholding for garnishments, judgments or other court orders.
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WARN Benefits.
The Worker Adjustment and Retraining Notification Act and similar state laws (collectively, “WARN”) generally require employers to provide certain pay and benefits to employees in the event that required notification procedures are not followed in advance of a plant closing or mass layoff. If the Company incurs any such liability under WARN with respect to your termination, the amount of severance pay otherwise payable to you under this Plan will be reduced by the Company’s legally-required payments and benefits provided to you.
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4.
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GENERAL RELEASE
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5.
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SECTION 409A COMPLIANCE
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6.
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ADMINISTRATION
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7.
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SUPPLEMENTAL INFORMATION
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Claims.
If you do not receive severance pay or if you disagree with the amount or length of payments, you may file a claim in writing with the Plan Administrator. A response to your claim will be provided to you within 90 days (180 days if you are notified of an extension). If your claim is denied, the Plan Administrator will provide written notice to you setting forth the specific reasons for denial and the provisions in this Plan or other documents used to arrive at the decision. You will also receive a description of any additional material or information necessary to perfect your claim and an explanation of why such additional material or information is necessary and a description of the Plan's review procedures and the time limits applicable to such procedures.
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Appeals.
You may appeal any denial of benefits. You appeal should provide additional information and evidence that will help the Plan Administrator in its review of its original decision including, (i) the reasons supporting your claim for benefits, (ii) the reasons your claim for benefits should not have been denied, and (iii) any additional comments, documents, records or other information that you believe would be beneficial in the review of your appeal You may, upon request and free of charge, have reasonable access to the relevant documents relating to you your claim in order to help you prepare for the appeal. Your appeal must be filed with the Plan Administrator in writing within 60 days after you receive written notice of denial of your claim. The Plan Administrator then will consider your appeal and will notify you of its decision within 60 days (120 days if you are notified of an extension) after the filing of your appeal for review. If the Plan Administrator’s decision on review is unfavorable, the notification you receive will explain the reasons for the denial and the provisions in this Plan or other documents used to arrive at the decision, include a statement that the you
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Lawsuit.
If your claim and appeal are both denied or if the Plan Administrator fails to respond to them, you may file a lawsuit in the applicable federal district court; provided, any such lawsuit under Section 502(a) must be filed no later than 1 year after you have exhausted the Plan’s claims procedures. Any complaint filed with a court after that deadline will be considered untimely.
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Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all Plan documents and copies of all documents filed by this Plan with the U.S. Department of Labor, such as detailed annual reports.
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Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. For example, you may request a current list of participating companies under this Plan. The Plan Administrator may make a reasonable charge for the copies.
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Receive a summary of this Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant under this Plan with a copy of this summary annual report.
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Name, Address, and Telephone Number of the Plan Sponsor:
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Name, Address, and Telephone Number of the Plan Administrator:
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Plan Name: The AZZ Inc. Severance Pay Plan (as described herein) is a benefit provided under, and a part of the AZZ Inc. Group Insurance Plan.
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Type of Plan: The AZZ Inc. Severance Pay Plan for Employees provides severance benefits, and the remainder of the Welfare Plan provides other welfare benefits.
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Plan Number Assigned to this Plan: 502
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Plan Year: January 1 – December 31
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Type of Administration: Self-Administration
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Employer Identification Number of Plan Sponsor: 75-0948250
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Agent for Legal Process: Legal process regarding any matter related to this Plan may be served on the Chief Legal Officer
at the address listed above.
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Funding Medium: Benefits are payable solely from the general assets of the Company.
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September 30, 2017
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AZZ INC.
BY: /s/ Matt Emery
TITLE: Chief Human Resources Officer
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