EXHIBIT 10(23)
[LETTERHEAD OF RCG CAPITAL MARKETS GROUP, INC.]
July 12, 2000
Mr. David H. Dingus
President & COO
AZZ incorporated.
P.O. Box 668
400 North Tarrant
Crowley, TX 76036
In line with our recent discussion and verbal agreement, the original engagement
agreement between Aztec Manufacturing Co. ("AZZ") and RCG Capital Markets Group,
Inc., ("RCG") dated February 7, 2000 shall be amended to reflect the following
changes:
Referencing paragraph (c) of the Financial Relations Compensation Attachment,
the option exercise price shall be adjusted from $10.13 to $16.25 for those
particular vesting elements and related percentages which occur by securing
research and the second media events as described in that attachment.
Notwithstanding the above, it is agreed that the option exercise price shall
remain at the $10.13 upon securing the first media vesting event. Furthermore,
the option exercise price for the vesting event which occurs upon obtaining a
12.5 P/E ratio, shall be adjusted to become the closing stock price of AZZ
common stock on the 45/th/ consecutive calendar day when achievement has been
obtained for that vesting element. All other option elements vested to date
shall remain as per the terms and conditions of the original attachment.
In addition, by execution of this amendment, both parties acknowledge and agree
that the July 7, 2000 termination letter tendered by AZZ is hereby withdrawn by
the Company.
All other terms, provisions and conditions of the original engagement agreement
shall remain in effect and shall continue to govern the on-going consulting
relationship between RCG and AZZ.
Sincerely,
/s/ A. Max Ramras
A. Max Ramras
President and CEO
Accepted:
/s/ DANA PERRY
AZZ incorporated
Dated: 8-1-00
Financial Relations / Capital Markets Consultants
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Exhibit 10(23)
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AZZ incorporated
STOCK OPTION AGREEMENT
WITH
RCG CAPITAL MARKETS GROUP, INC.
This Stock Option Agreement (the "Agreement") is entered into between AZZ
incorporated, a Texas corporation (the "Company") and RCG Capital Markets Group,
Inc. (the "Optionee") as of February 22, 2000, pursuant to part (c) of the
Financial Relations Compensation Attachment to the Engagement Agreement between
the Company and Optionee dated February 7, 2000 and the amendments of July 12,
2000 and October 6, 2000 to the Engagement Agreement. In consideration of the
mutual promises and covenants made herein the parties hereby agree as follows:
1. GRANT OF OPTION. The Company grants to the Optionee an option (the
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"Option") to purchase from the Company all or any part of a total of 70,000
shares of the Company's $1.00 par value common stock (the "Shares").
2. CHARACTER OF OPTION. The Option is not an "incentive stock option"
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within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. TERM. The unexercised part of the Option will expire at 11:59 P.M.
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(CST) on February 21, 2005.
4. VESTING AND EXERCISE PRICE. The Option shall vest, thereby giving
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Optionee the right to purchase shares at the following prices, in the following
numbers, upon the occurrence of the following events:
Event No. of Shares Exercise Price
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(a) Execution of this Agreement. 21,000 $10.13
(b) Upon confirmation of a 30% increase, to 17,500 $10.13
10,400 shares in average daily trading
volume, of the Company's stock over any 10
consecutive trading day period, over a
stipulated baseline of 8,000 shares.
(c) Confirmation of corporate research 10,500 $16.25
coverage from two(2) buy or sell side
analysts or an endorsement by an
appropriate investment newsletter
publication with a subscriber base in
excess of 3,000, vesting of one-half of
this portion of the Option (the right to
purchase 5,250 Shares) to occur upon the
first research or recommendation event,
and vesting of the other one-half of
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this portion of the Option (the right to
purchase 5,250 additional Shares) to
occur upon the second research or
recommendation event.
(d) Confirmation of maintenance of at least 14,000 [closing price on
a 12.5 P/E ratio for a period of at the NYSE on the last
least 45 consecutive calendar days. trading day within
the 45 consecutive
calendar days]
(e) Confirmation of two (2) positive 3,500 $10.13
financial (non-trade oriented) media (1/st/ media event)
events, such as articles in newspapers
or financial magazines of recognized
standings such as Barron's, Wall Street
Journal, Fortune, Forbes, Business Week
Magazine, Individual Investor Magazine,
Investor's Business Daily or such other
source as may be mutually agreed upon,
in the financial and investment
community or television or radio media 3,500 $16.25
coverage on well recognized financial, (2/nd/ media event)
investment or business programs, vesting
of the first one-half of this portion of
the Option (the right to purchase 3,500
Shares) to occur upon the first media
event and vesting of the second one-half
of this portion of the Option (the right
to purchase 3,500 additional Shares) to
occur upon the second media event.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
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shall be effected by the Optionee's giving written notice of exercise to the
Company at its principal place of business and the Optionee's payment of the
purchase price prescribed in Section 4 above for the Shares to be acquired
pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price for any
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Shares purchased pursuant to the Option shall be made in cash.
7. TRANSFER OF OPTION. Neither the Option nor any interest therein may
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be assigned, pledged, hypothecated or otherwise transferred and may be exercised
only by the Optionee.
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8. TERMINATION. The Option shall terminate on the expiration date set
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forth in Section 3 above.
9. RESERVATION OF SHARES. The Company shall at all times during the term
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of the Option reserve and keep available a sufficient number of shares of its
Common Stock to satisfy the Company's obligation to transfer to shares to the
Optionee upon exercise of the Option.
10. COMPLIANCE WITH SECURITIES LAWS. The Shares shall be issued pursuant
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to the exercise of the Option only after registration of the securities on Form
S-8 under the Securities Act of 1933. Optionee consents to the imposition of a
legend upon the certificate representing such shares restricting their transfer
until the filing of a Form S-8 Registration Statement by the Company. The
Company agrees to file a Form S-8 Registration covering the Option and the
Shares underlying the Option upon receipt from Optionee of a request that such a
filing be made.
11. ANTI-DILUTION. If the outstanding common stock of the Company is
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increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization or recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made to the number and type of shares subject to the Option.
Any adjustment in the Option shall be made without changing the aggregate
purchase price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price of each share covered by the Option.
12. AMENDMENT. This Agreement may be amended only by an instrument
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in writing, signed by both the Company and the Optionee.
13. MISCELLANEOUS. This Agreement will be construed and enforced in
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accordance with the laws of the State of Texas and will be binding upon and
inure to the benefit of any successor or assign of the Company and to any
successor of the Optionee.
EXECUTED as of the day first above shown.
AZZ incorporated
By: /s/ Dana L. Perry
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Dana L. Perry, Vice President and CFO
RCG CAPITAL MARKETS GROUP, INC.
By: /s/ A. Max Ramras
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A. Max Ramras, President and CEO
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