0001193125-05-052661 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • Delaware

This Indemnification Agreement (“Agreement”) by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”) and is effective as of the first day of Indemnitee’s service as a director of the Company.

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AMERICAN VANGUARD CORPORATION
Incentive Stock Option Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), effective as of , 200 (the “date of grant”), is entered into by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California

This Employment Agreement (this “Agreement”) is made effective as of January 15, 2003, by and between AMERICAN VANGUARD CORPORATION, a Delaware corporation (referred to herein as “American Vanguard”) and ERIC G. WINTEMUTE (referred to herein as “Executive”).

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California

THIS AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is made and dated as of the 30th day of September, 2004 by and among BANK OF THE WEST (“Bank of the West”), as agent (in such capacity, the “Administrative Agent”) and Issuing Bank, Bank of the West and the other Lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), the Lenders, AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), and 2110 DAVIE CORPORATION, a California corporation (“2110 Davie”) (American Vanguard, GemChem and 2110 Davie being the Guarantors (as such term and other capitalized terms used, but not otherwise defined, in this Agreement are defined in Paragraph 14 of this Agreement)).

AMERICAN VANGUARD CORPORATION
Non-Qualified Stock Option Agreement • March 16th, 2005 • American Vanguard Corp • Agricultural chemicals • California

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), effective as of , 200 (the “date of grant”), is entered into by and between American Vanguard Corporation, a Delaware corporation (the “Company”), and (the “Director”).

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