0001193125-14-077597 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • February 28th, 2014 • American Vanguard Corp • Agricultural chemicals • California

This AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), effective as of January 1, 2014 (the “Effective Date”), is entered into by and between American Vanguard Corporation, a Delaware corporation (“American Vanguard”), and (the “Executive”). Capitalized terms used but not defined in the context of this Agreement are defined in Section 8.

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AMERICAN VANGUARD CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Stock Incentive Plan • February 28th, 2014 • American Vanguard Corp • Agricultural chemicals • Delaware

Any Units that are unearned as of the end of the Performance Measurement Period will be forfeited. The number of earned Units that will become vested shall be determined pursuant to paragraph 3 below. Whether the Performance Goals for the Performance Measurement Period have been achieved shall be determined by the Company or Committee, as applicable, pursuant to paragraph 2.6 below.

AMERICAN VANGUARD CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN TSR- BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Stock Incentive Plan • February 28th, 2014 • American Vanguard Corp • Agricultural chemicals • Delaware

Any Units that are unearned as of the end of the TSR Period will be forfeited. The number of earned Units that will become vested shall be determined pursuant to paragraph 3 below. Whether the TSR Goal has been achieved shall be determined by the Company or Committee, as applicable, pursuant to paragraph 2.6 below.

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