This agreement ("Agreement") is made effective as of June 11, 1996, by and between Ameron International
Corporation, a Delaware corporation, (the "Company") and James S. Marlen ("Employee").
In consideration of the mutual promises and agreements set forth herein, the Company and Employee agree as
1.1 The term of this agreement shall be from June 11, 1996 through June 10, 1999, (the "Term") subject to
earlier termination in accordance with the provisions of section 10 hereinbelow. The Term is subject to extension
upon the mutual agreement of both parties hereto.
2. POSITION AND TITLE.
2.1 The Company hereby employs Employee as its Chairman of the Board, President and Chief Executive
Officer, and Employee hereby accepts such employment.
2.2 Employee shall devote substantially all of his efforts on a full time basis to the business and affairs of the
Company and to its subsidiaries and affiliates. Employee shall not engage in any business or perform any services
in any capacity whatsoever adverse to the interests of the Company.
2.3 Employee shall at all times faithfully, industriously, and to the best of his ability, experience and talents,
perform all of the duties of the office of Chairman of the Board, President and Chief Executive Officer of the
2.4 As President and Chief Executive Officer, Employee shall be responsible to the Board of Directors for all
actions and activities of the Company.
4. BASE SALARY.
4.1 As of June 11, 1996, Employee's base salary is $515,000 per year. Employee's base salary and
performance shall be reviewed annually during the Term, by the Board of Directors of the Company and may be
increased from time to time at the discretion of, and by, such board based on merit or such other considerations
as such Board shall deem appropriate.
5. SHORT-TERM INCENTIVE BONUS.
5.1 The Company has adopted a management incentive bonus plan for its executives, which plan is currently
known as the "M