AZZ Inc. Severance Pay Plan

1.1    Overview. As an Eligible Employee who incurs an Eligible Termination (both defined below), you may be entitled to severance pay and benefits, generally in an amount and form, at such times, and subject to the terms, described in this document.

1.2    Effective Date. This AZZ Inc. Severance Pay Plan (this “Plan”), a benefit provided under the AZZ Inc. Group Insurance Plan (the “Welfare Plan”), is effective as of September 30, 2017.

1.3    Participating Companies. This Plan generally provides severance pay and benefits for the Eligible Employees of AZZ Inc. (“AZZ”) and its U.S. subsidiaries. However, the Plan Administrator (as defined in Section 7.3 below) may designate any subsidiary of AZZ as a company that does not participate in the Plan. For purposes of this Plan, AZZ’s and all of its U.S. subsidiaries that participate in the Plan are referred to as the “Company”.

1.4    Purpose; Controlling Document. This document, along with the Welfare Plan document, serves as the plan document; and this Plan document serves as the summary plan description for this Plan. With respect to Eligible Employees, this Plan replaces and supersedes any other severance policy or severance plan in which an Eligible Employee might otherwise be entitled to participate. All such other severance policies or severance plans are hereby terminated with respect to Eligible Employees, except to the extent that an Eligible Employee and the Company have entered into an individual employment agreement providing for severance pay or the Company has otherwise made a written, binding promise of severance pay to an Eligible Employee (e.g., in a written offer letter).

2.1    General Requirements. You will be an “Eligible Employee” who may be eligible to receive severance benefits under this Plan if:

2.2    Excluded Individuals. The following individuals will not be Eligible Employees and will not be eligible to participate in this Plan:

for severance benefits, except such agreements that merely reference the Company’s general severance policy for such benefits.

2.3    Eligible Termination. If you are an Eligible Employee, you will incur an “Eligible Termination,” and therefore may be eligible to receive benefits under the Plan, if your employment is involuntarily terminated by the Company (and you thereby incur a Separation from Service, as defined below). The Plan Administrator retains the authority in all cases to determine whether or not a termination is an “Eligible Termination” for purposes of this Plan; but, as a guideline, an “Eligible Termination” does not typically include any of the following:

Your “Last Day Worked” will be the day your active employment ends and you have a Separation from Service due to your Eligible Termination.

3.1    Process for Determining Severance Pay Amounts. As an Eligible Employee who incurs an Eligible Termination, you may be eligible for a certain amount of severance pay. In order to receive severance pay (other than accrued but unused paid time off; “PTO”) payable under this Plan, you must first sign and not revoke a release agreement that will include a release of the Company and may include various restrictive covenants (all as described in Section 4 below; a “Release”).

The following general guidelines for severance pay will be used to determine amounts available under the Plan; but in all cases, the Plan Administrator will have complete discretionary authority to award greater or lesser amounts of severance pay and/or benefits, including no severance pay and/or benefits. The Plan Administrator will communicate to you the level of pay and benefits, if any, you will be offered under the Plan before you sign your Release. Under these guidelines, the following terms of this Section 3 and Section 4 will apply:

3.2    Paid Time Off Pay. You will receive a cash payment equal to the value of any accrued but unused PTO hours that you have earned and for which you have been credited through your Last Day Worked. This value will be measured based on the level of your base wages in effect as of your Last Day Worked. This amount will be paid to you in a single lump sum within 30 days after your date of Separation from Service (or such earlier date as may be required by applicable law) only to the extent provided under, and consistent with, the Company’s PTO policy.

3.3    Severance Pay.

a)Guideline for Severance Pay Amount. As a general guideline, the amount of severance pay that may be available to you under this Plan upon your Eligible Termination will be determined under the following schedule:

However, in all cases the Plan Administrator will have complete discretionary authority to award lesser amounts of severance pay (including no severance pay) or greater amounts of severance pay (but not more than 52 weeks of base pay). The Plan Administrator will communicate to you the level of severance pay, if any, you will be offered under this Plan before you sign your Release.

b)Payment of Severance Pay in a Lump Sum. Except to the extent the Plan Administrator determines, in his sole discretion, that your severance pay is to be paid in installments as set forth in subsection (c) below, the amount of severance pay determined and payable to you in Section 3.3(a) (if any) will be paid to you in a lump sum upon the date you have a Separation from Service.

c)Payment of Severance Pay in Installments. To the extent the Plan Administrator determines, in his sole discretion, that an amount of severance pay determined and payable to you in Section 3.3(a) (if any) will be paid to you in substantially equal installments, that amount of severance pay will be paid as salary continuation for the period of base pay that is payable to you in installments (your “Severance Period”), beginning upon the date you have a Separation from Service (the “Payment Commencement Date”). These installment payments will be paid in accordance with the Company’s regular payroll procedures for other similarly-situated, active employees.

3.4    Coordination of Severance Pay with Various Benefits. The amount of any severance pay payable will be reduced on a dollar-for-dollar basis by any severance, separation or termination pay or benefits that the Company pays or is required to pay to you through insurance or otherwise under any plan or contract of the Company or under any federal or state law. The provisions in the two bullets below are illustrative only:

3.5    Excess Parachute Payments. If an Eligible Employee is a disqualified individual (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (Section280G)), and, in conjunction with a change in control, all or a portion of the severance pay payable hereunder, when combined with all other amounts payable to such Eligible Employee, constitutes an excess parachute payment (as defined in Section 280G), then the amount of severance pay payable hereunder will be reduced (but not below $0) to the extent necessary to prevent such excess parachute treatment.

As a condition to your receiving any severance pay (as described above), you must sign and not revoke a written Release containing any terms specified by the Company for (i) your release of the Company, its affiliates, and their representatives from all claims arising from your employment or termination; (ii) to the extent applicable, your non-revocation of the Release during the 7-day period applicable to age-based claims; and (iii) to the extent required by the Plan Administrator, your promise to comply with specified confidentiality, noncompetition and/or nonsolicitation provisions. The Plan Administrator may terminate your eligibility for severance pay if you fail to sign, or follow the terms of, your Release or if you revoke your Release. You must sign the Release after your Last Day Worked and within the time period specified by the Plan Administrator in order to be eligible for any benefits under this Plan, but in no event later than the 60^th day following your separation from service (after which date your severance pay will be forfeited). Notwithstanding the terms of Section 3.3(b) or 3.3(c), in no event will any severance pay be paid to you or on your behalf until after you have signed your Release and your revocation period has ended; provided, (i) for lump-sum payments of severance under Section 3.3(b), in no event will such payment be made later than 74 days after the date of your Separation from Service; and (ii) for installment payments of severance under Section 3.3(c), (A) any amounts payable to you under said section before the time you have signed your Release and your revocation period has expired will be paid to you, without interest, in a single lump sum as a catch up for such missed payments, and (B) in no event will the initial installment payment and catch up be made later than 74 days after the date of your Separation from Service.

5.1    General. The Company intends that all of the severance pay described above will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) under the short-term deferral exemption and/or the separation pay exemption to the full extent available under Section 409A, and such provisions shall be interpreted accordingly. In no event will the payment of any amount of severance pay that is exempt under the separation pay exemption be made after the last day of the second calendar year beginning after the date of the Eligible Employee’s Separation from Service. In addition, in no event will the amount of severance pay,

which is payable under Section 3.3(c) in the form of installments and which is not exempt from Section 409A under the short-term deferral rule, exceed 2 times the maximum compensation limit under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended. Each payment of severance under this Plan will be considered a separate payment for purposes of Section 409A.

5.2    Separation from Service. For purposes of this Plan, the term “Separation from Service” means Separation from Service as defined in Section 409A.

6.1    Interpretation. The Plan Administrator has the exclusive authority and discretion to interpret this Plan with respect to any question arising under this Plan, including eligibility for benefits and the amount, term and duration of benefits. Any variation in the amount, term or duration of an individual’s severance pay from the amount, term or duration described in the guidelines above will affect only the individual(s) to whom the variation applies. The interpretations, decisions and determinations of the Plan Administrator are conclusive and binding on the Company and all of its employees, including the applicable Eligible Employees.

6.2    Rights. This Plan does not create any vested rights in any individual. In addition, this Plan does not affect the right of the Company to conduct its business affairs, including laying off or terminating the employment of any employee.

6.3    Amendment and Termination. AZZ reserves the right to amend or terminate (in whole or in part) this Plan and the Welfare Plan at any time.

7.1    Severance Pay Claims.

are is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claim for benefit and a statement of your right to bring a civil action under ERISA Section 502(a) provided you have exhausted all your administrative remedies under the Plan.

7.2    Your Rights Under ERISA. As a participant in this Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that all Plan participants will be entitled to:

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate this Plan, called “fiduciaries” of this Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way solely in order to prevent you from obtaining a benefit or for exercising your rights under ERISA.

If your claim for a benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have this Plan reviewed and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from this Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court (although the court may refuse to consider your claim if you have not completed the Plan’s appeals process as described above). If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor. If you have any questions about this Plan, you should contact the Plan Administrator. You should contact the nearest Area Office of the U.S. Employee Benefits Security Administration, Department of Labor, if you have any questions about this document or about your rights under ERISA.

7.3    General Information.

Chief Human Resources Officer