CHANGE OF CONTROL AGREEMENT
This change of control agreement (the "Agreement") is made effective as of June 20, 2000, by and between
Ameron International Corporation, a Delaware corporation (the "Company") and James R. McLaughlin
WHEREAS, if certain corporate transactions were proposed or pending, such potential transactions could result
in distractions to Employee's performance at a critical period; and
WHEREAS, Employee and Company wish to enter into this Agreement in order to provide security to Employee
as a means of maintaining performance under such circumstances;
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Company
and Employee agree as follows:
1.1 The term of this Agreement (the "Term") shall commence on June 20, 2000 and shall be for two years,
subject to earlier termination in accordance with the provisions of Section 4 hereinbelow. Beginning on June 21,
2000 and on each day thereafter, the Term shall automatically be extended for an additional day, unless the
Company notifies Employee in writing that it does not wish to further extend the Term.
2. POSITION AND TITLE.
2.1 The Company, on behalf of itself and its affiliates and subsidiaries, currently employs Employee as Vice
President & Treasurer.
2.2 Employee shall devote substantially all of his efforts on a full-time basis to the business and affairs of the
Company and 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 his position.
3.1 As of the date of this Agreement, Employee's annual base salary is $135,000. Employee's base salary and
performance shall be reviewed periodically at intervals determined by the Board of Directors of the Company
(the "Board"), and Employee's base salary