8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: March 18, 2010

(Date of earliest event reported)

A. M. Castle & Co.

(Exact name of registrant as specified in its charter)

Maryland	1-5415	36-0879160
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.

3400 North Wolf Road

 Franklin Park, Illinois 60131

(Address of principal executive offices)

Registrant's telephone number including area code: (847) 455-7111

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2010, the Human Resources Committee (the “Committee”) of the Board of Directors of A.M. Castle & Co. (the “Company”) approved equity awards under the Company’s 2010 Long-Term Compensation Plan (“2010 LTCP”) for executive officers and other select managers, including the named executive officers in the proxy statement for our 2010 annual meeting of shareholders.  All decisions with respect to awards to Michael H. Goldberg, the Company’s President and CEO, were made by the independent members of the Board of Directors, upon recommendation of the Committee.  

The table below summarizes each named executive officer’s target award opportunity under the 2010 LTCP as a percentage of his base salary:

Name	Target award opportunity as a % of Base Salary
Michael H. Goldberg	150%
Scott F. Stephens	145%
Stephen V. Hooks	90%
Blain A. Tiffany	110%
Kevin P. Fitzpatrick	90%

 The 2010 LTCP awards were allocated between restricted stock units (“RSUs”), performance share units (“PSUs”), and stock options (“Stock Options”).  The targeted value mix of these three types of awards was: one-third RSUs; one-third PSUs; and one-third Stock Options.  The table below sets forth the number of RSUs, PSUs and Stock Options awarded to each of the named executive officers on March 18, 2010:

Name	Restricted Stock Units (#)	Performance Share Units (#)			Stock Options (#)
		Threshold	Target	Maximum
Michael H. Goldberg	25,100	0	25,100	50,200	49,100
Scott F. Stephens	13,100	0	13,100	26,200	25,500
Stephen V. Hooks	9,150	0	9,150	18,300	18,000
Blain A. Tiffany	8,950	0	8,950	17,900	17,600
Kevin P. Fitzpatrick	6,700	0	6,700	13,400	13,000

Restricted Stock Units.  The RSUs granted to the named executive officers will vest on December 31, 2012.  Unless covered by a specific change-in-control or severance agreement, participants to whom RSUs have been granted must be employed by the Company on the vesting date or the award will be forfeited.  Each RSU that becomes vested entitles the participant to receive one share of the Company’s common stock or, at the discretion of the Committee, payment may be made in cash or other equity based property.  If paid in shares, the number of shares delivered may be reduced by the number of shares required to be withheld for Federal and State withholding tax requirements (determined at the market price of Company shares at the time of payout).

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Performance Share Units.  For the PSUs granted to the named executive officers, the potential award will depend on the Company’s relative total shareholder return (RTSR) over a three-year performance period, beginning January 1, 2010 and ending December 31, 2012.  RTSR is measured against a group of peer companies either in the metals industry or in the industrial products distribution business (the “RTSR Peer Group”).  The RTSR Peer Group for the 2010-2012 performance period as established by the Committee consists of the following 26 companies:

AEP Industries Inc.	Gibraltar Industries, Inc.	Reliance Steel & Aluminum Co.
AK Steel Holding Corporation	Haynes International, Inc.	RTI International Metals, Inc.
Allegheny Technologies Inc.	Kaman Corporation	Schnitzer Steel industries, Inc.
Amcol International Corp.	Lawson Products, Inc.	Steel Dynamics, Inc
Applied Industrial  Technologies, Inc.	MSC Industrial Direct Co., Inc.	Stillwater Mining Co
Carpenter Technology Corp.	Nucor Corp.	Texas Industries Inc.
Cliffs Natural Resources Inc.	Olin Corp.	United States Steel Corp.
Commercial Metals Company	Olympic Steel, Inc.	Worthington Industries, Inc.
Fastenal Company	Quanex Building Products Corporation

The 2010 LTCP provides with respect to PSUs for (1) a threshold level at which no PSUs will vest, a target performance level at which the target number of PSUs will vest, a maximum performance level at or above which the maximum number of PSUs will vest, and pro rata vesting between the threshold and maximum performance levels and (2) minimum and maximum vesting opportunities ranging from zero up to two times the target number.  The threshold, target and maximum performance levels for RTSR are the 25th, 50th and 75th percentile, respectively, relative to RTSR Peer Group performance. The number of PSUs, if any, that vest based on the performance achieved during the three-year performance period will vest on the date the Committee certifies the performance level achieved during the three-year performance period.  Each PSU that becomes vested entitles the participant to receive one share of the Company’s common stock or, at the discretion of the Committee, payment may be made in cash or other equity based property.  If paid in shares, the number of shares delivered may be reduced by the number of shares required to be withheld for Federal and State withholding tax requirements (determined at the market price of Company shares at the time of payout).  Unless covered by a specific change-in-control or severance agreement, participants to whom PSUs have been granted must be employed by the Company at the end of the performance period or the award will be forfeited.

Stock Options.  The Stock Options granted to the named executive officers will vest and become exercisable three years from the date of the grant.  The term of the options is eight years.  The exercise price of the options is $12.79 per share (which is based on the average closing price of the Company’s common stock for the 10 trading days preceding the date on which the options were granted).  To the maximum extent permitted under the Company’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan, Stock Options granted to the named executive officers are treated as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended.

All 2010 LTCP awards described above are subject to the terms of the Company’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan, amended and restated as of March 5, 2009 (the “Equity Plan”), which was approved by the Company’s shareholders.  A copy of the Equity Plan is filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, and incorporated herein by reference.  The form of Restricted Stock Unit Award Agreement used to evidence the grants of RSUs made to the Company's executive officers under the 2010 LTCP, the form of Performance Share Award Agreement used to evidence the grants of PSUs made to the Company's executive officers under the 2010 LTCP, the form of Incentive Stock Option Award Agreement used to evidenc e the grants of Stock Options identified as incentive stock options and made to the Company's executive officers under the 2010 LTCP and the form of Non-Qualified Stock Option Award Agreement used to evidence the grants of Stock Options identified as non-qualified stock options and made to the Company's executive officers under the 2010 LTCP are attached hereto as Exhibits 10.20, 10.21, 10.22 and 10.23, respectively, and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.20	Form of Restricted Stock Unit Award Agreement.
10.21	Form of Performance Share Award Agreement.
10.22	Form of Incentive Stock Option Award Agreement.
10.23	Form of Non-Qualified Stock Option Award Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	A. M. CASTLE & CO.
March 24, 2010	By:	/s/ Robert J. Perna
		Robert J. Perna
		Vice President, General Counsel & Secretary

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EX-10.20

EXHIBIT 10.21

A. M. CASTLE & CO.

RESTRICTED STOCK UNIT AWARD AGREEMENT

A. M. CASTLE & CO.

2008 RESTRICTED STOCK, STOCK OPTION

AND EQUITY COMPENSATION PLAN

GRANTEE: ______________________ 

ADDRESS:  ______________________

SOCIAL SECURITY NUMBER:  ________________________

NUMBER OF RESTRICTED STOCK UNITS: _______________                                                                                                        

DATE OF GRANT: _______________

This is an award agreement (the "Award Agreement") between A. M. Castle & Co., a Maryland corporation (the "Corporation"), and the individual named above (the "Grantee"). Subject to the conditions set forth herein, the Corporation hereby grants to the Grantee, as of the Grant Date specified above, the above-stated number of Restricted Stock Units, which may be earned in accordance with Section 2, on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

1. Vesting.  Subject to Sections 2, 3 and 4, the Corporation shall deliver to the Grantee one share of Common Stock for each whole Restricted Stock Unit that vests in accordance with the terms of this Award Agreement.  Subject to the terms and conditions of this Award Agreement and the Plan, 100% of the Restricted Stock Units shall vest at the end of the Performance Period.

2. Delivery of Shares.  The number of shares of Common Stock that the Grantee earns under Section 1 will be delivered to the Grantee as soon as administratively practicable after the end of the Performance Period; provided, however, that in lieu of shares of Common Stock, the payment may be made in cash or other equity based property or any combination thereof, as the Committee may determine in its sole discretion.  No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

3. Employment Termination.  If the Grantee’s employment with the Corporation and its subsidiaries terminates before the end of the Performance Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, unless covered by a specific change-in-control or severance agreement entered into between the Grantee and the Company.

4.  Transferability.  The Restricted Stock Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise.  Any attempted transfer of the Restricted Stock Units prohibited by this Section 4 shall be null and void.

5.  Adjustments.  The Restricted Stock Units shall be subject to adjustment or substitution in accordance with paragraph 10 of Section I of the Plan.

6.   Withholding.  The Grantee is responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Corporation is required to withhold at any time with respect to the Restricted Stock Units to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full at the Grantee’s election, in cash or check, by withholding from the Grantee’s next normal payroll check, or by the tender of shares of Common Stock payable under this Award.  Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation aris es.

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7. Miscellaneous

(a)           Disclaimer of Rights.  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Rights Unsecured.  The Grantee shall have only the Corporation’s unfunded, unsecured promise to pay pursuant to the terms of this Award.  The Grantee’s rights shall be that of an unsecured general creditor of the Corporation and the Grantee shall not have any security interest in any assets of the Corporation.

(c)           No Adjustment for Dividends.   The number of Restricted Stock Units shall not be adjusted for the payment of any cash dividend on shares of common stock of the Corporation before the issuance of a stock certificate representing the earned Award.

(d)           Offset. The Corporation may deduct from amounts otherwise payable under this Award all amounts owed by the Grantee to the Corporation and its affiliates to the maximum extent permitted by applicable law.

(e)           Terms of Plan.  The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

(f)           Amendment. This Award Agreement may be amended only by a writing executed by the Corporation and the Grantee that specifically states that it is amending this Award Agreement. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such amendment is delivered to the Grantee, and provided that no such amendment adversely affecting the rights of the Grantee hereunder may be made without the Grantee’s written consen t. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Grantee, the provisions of the Restricted Stock Units or this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decisions, provided that any such change shall be applicable only to the Restricted Stock Units which are than subject to restrictions as provided herein.

 (g)           Severability.  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h)            Controlling Law.  The Award shall be construed, interpreted and applied in accordance with the law of the State of Illinois, without giving effect to the choice of law provisions thereof.  The Grantee agrees to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Illinois.  The Grantee also irrevocably waive, to the fullest extent permitted by applicable law, any objection the Grantee may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and the Grantee agree to accept service of legal process from the courts of Illinois.

(i)           Code Section 409A Compliance.  To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Corporation without the Grantee’s consen t).

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8.  Definitions.   As used herein, the following terms shall be defined as set forth below:

(a)           “Award” means the Restricted Stock Unit Award to the Grantee as set forth herein, and as may be amended as provided herein.

(b)           “Board” means the Corporation’s Board of Directors.

(d)           “Code” means the Internal Revenue Code of 1986, as amended.

(e)           “Committee” means the Human Resources Committee of the Board.

(f)            “Common Stock” means the Corporation’s $.01 par value common stock.

 (g)            “Grant Date” means the date this Award is made to the Grantee, as set forth on the first page of the Award.

(h)              “Performance Period” means the Corporation’s three (3) consecutive fiscal years commencing with the fiscal year beginning [_________].

(i)            “Restricted Stock Unit” means a bookkeeping entry that records the equivalent of one share of Common Stock.

The Corporation and the Grantee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By: ______________________________

Its:  ______________________________

_________________________________

Grantee

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EX-10.21

EXHIBIT 10.21

A. M. CASTLE & CO.

PERFORMANCE SHARE AWARD AGREEMENT

A. M. CASTLE & CO.

2008 RESTRICTED STOCK, STOCK OPTION

AND EQUITY COMPENSATION PLAN

GRANTEE: _____________________

ADDRESS:  ____________________

SOCIAL SECURITY NUMBER: ___________________

NUMBER OF PERFORMANCE SHARES:  ________-0-________  (THRESHOLD AWARD)

__________________  (TARGET AWARD)

__________________  (MAXIMUM AWARD)

DATE OF GRANT: _________________
 

This is an award agreement (the "Award Agreement") between A. M. Castle & Co., a Maryland corporation (the "Corporation"), and the individual named above (the "Grantee"). Subject to the conditions set forth herein, the Corporation hereby grants to the Grantee, as of the Grant Date specified above, the above-stated Target Award of Performance Shares and  Maximum Award of Performance Shares, which may be earned in accordance with Section 2, on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

1. Performance Vesting.  Subject to Sections 2, 3 and 4, the Corporation shall deliver to the Grantee one share of Common Stock for each whole Performance Share that is earned in accordance with the following schedule, based on the Corporation’s Relative Total Shareholder Return:

Corporation’s Performance Measures	Weighting	Threshold	Target	Max
Relative Total Shareholder Return	100%	25th percentile	50th  percentile	75th percentile

If the Corporation’s actual performance is between the amounts listed above, the percentage of the Award shall be interpolated. 

2. Delivery of Shares.  The number of shares of Common Stock that the Grantee earns under Section 1 will be delivered to the Grantee as soon as administratively practicable after the end of the Performance Period; provided, however, that in lieu of shares of Common Stock, the payment may be made in cash or other equity based property or any combination thereof, as the Committee may determine in its sole discretion.  Before such delivery, the Committee shall certify in writing the number of Performance Shares that the Grantee has earned.  No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

3. Employment Termination.  If the Grantee’s employment with the Corporation and its subsidiaries terminates before the end of the Performance Period, this Performance Share Award shall be forfeited on the date of such termination, unless covered by a specific change-in-control or severance agreement entered into between the Grantee and the Company.

4.  Transferability.  The Performance Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise.  Any attempted transfer of the Performance Shares prohibited by this Section 4 shall be null and void.

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5.  Adjustments.  The Performance Shares shall be subject to adjustment or substitution in accordance with paragraph 6 of Section I of the Plan.

6.   Withholding.  The Grantee are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Corporation is required to withhold at any time with respect to the Performance Shares to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full at the Grantee’s election, in cash or check, by withholding from the Grantee’s next normal payroll check, or by the tender of shares of Common Stock payable under this Award.  Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation arises.

7. Miscellaneous

(a)           Disclaimer of Rights.  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Rights Unsecured.  The Grantee shall have only the Corporation’s unfunded, unsecured promise to pay pursuant to the terms of this Award.  The Grantee’s rights shall be that of an unsecured general creditor of the Corporation and the Grantee shall not have any security interest in any assets of the Corporation.

(c)           No Adjustment for Dividends.   The number of performance shares shall not be adjusted for the payment of any cash dividend on shares of common stock of the Corporation before the issuance of a stock certificate representing the earned Award.

(d)           Offset. The Corporation may deduct from amounts otherwise payable under this Award all amounts owed by the Grantee to the Corporation and its affiliates to the maximum extent permitted by applicable law.

(e)           Terms of Plan.  The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

(f)           Amendment. This Award Agreement may be amended only by a writing executed by the Corporation and the Grantee that specifically states that it is amending this Award Agreement. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such amendment is delivered to the Grantee, and provided that no such amendment adversely affecting the rights of the Grantee hereunder may be made without the Grantee’s written consen t. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Grantee, the provisions of the Performance Shares or this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decisions, provided that any such change shall be applicable only to the Performance Shares which are than subject to restrictions as provided herein.

 (g)           Severability.  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h)            Controlling Law.  The Award shall be construed, interpreted and applied in accordance with the law of the State of Illinois, without giving effect to the choice of law provisions thereof.  The Grantee agrees to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Illinois.  The Grantee also irrevocably waive, to the fullest extent permitted by applicable law, any objection the Grantee may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and the Grantee agree to accept service of legal process from the courts of Illinois.

(i)           Code Section 409A Compliance.  To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Corporation without the Grantee’s consen t).

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8.  Definitions.   As used herein, the following terms shall be defined as set forth below:

(a)           “Award” means the Performance Share Award to the Grantee as set forth herein, and as may be amended as provided herein.

(b)           “Board” means the Corporation’s Board of Directors.

(d)           “Code” means the Internal Revenue Code of 1986, as amended.

(e)           “Committee” means the Human Resources Committee of the Board.

(f)            “Common Stock” means the Corporation’s $.01 par value common stock.

 (g)            “Grant Date” means the date this Award is made to the Grantee, as set forth on the first page of the Award.

(h)            “Maximum Award” means that maximum number of Performance Shares awarded to the Grantee as set forth on the first page of the

 Award,  representing  Two Hundred Percent (200%) of the Target Award.

(i)           “Performance Period” means the Corporation’s three (3) consecutive fiscal years commencing with the fiscal year beginning [_________].

(j)            “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock.

(k)           “Relative Total Shareholder Return” means percentile rank of the Company’s Total Shareholder Return (TSR) against an external benchmark established by the Committee in its sole discretion.  The composition of the external benchmark may be adjusted by the Committee from time to time throughout the Performance Period based on criteria established by the Committee.

(l)           “Target Award” means that number of Performance Shares specified as such on the first page of the Award.

(m)           “Total Shareholder Return” means the stock price appreciation, plus dividends reinvested and plus cash equivalent distributions reinvested over a specific period of time.  Total Shareholder Return is expressed as a percentage increase (decrease) over the beginning value of the stock.

The Corporation and the Grantee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By: _______________________________

Its:  _______________________________

_________________________________

Grantee

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EX-10.22

EXHIBIT 10.22

A. M. CASTLE & CO.

INCENTIVE STOCK OPTION AWARD AGREEMENT

A. M. CASTLE & CO.

2008 RESTRICTED STOCK, STOCK OPTION

AND EQUITY COMPENSATION PLAN

OPTIONEE: ___________________

ADDRESS: ___________________

SOCIAL SECURITY NUMBER: ___________________

NUMBER OF SHARES: ______________

EXERCISABLE ON OR AFTER: ___________________

EXERCISE PRICE PER SHARE: ___________________

DATE OF GRANT: _______________

EXPIRATION DATE: _________________

This is an award agreement (the "Award Agreement") between A. M. Castle & Co., a Maryland corporation (the "Corporation”), and the individual named above (the “Employee” or “Optionee”). The Corporation hereby grants to the Optionee the right and option (this “Option”) to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan") and, further subject to the Incentive Stock Option Agreement Supplement which is attached hereto.

Subject to the terms and conditions of this Award Agreement, this Option is exercisable on or after the date set forth above; provided, however, that this Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date.

The Corporation and the Optionee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By: _________________________

Its: _________________________

____________________________

Optionee

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A. M. CASTLE & CO.

INCENTIVE STOCK OPTION AGREEMENT SUPPLEMENT

1. This option shall be treated as an Incentive Stock Option. The option is granted under the terms of the A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan, approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan"), as indicated in the Incentive Stock Option Award Agreement (the “Award Agreement”). The term of the option shall be for a period of eight (8) years from the date of grant, or such shorter period as is prescribed in paragraphs 3, 4, and 5 hereof. The option shall be exercisable to the extent of the number of shares specified in the Award Agreement as exercisable three (3) years after the date of grant, unless covered by a specific change-in-control or severance agreement entered into between the Optionee and the Corporation. The option may be exercised, at any time or from time to time during said term, as to all full shares that have become so purchasable. Except as provided in paragraphs 3, and 4 hereof, the option may not be exercised unless the optionee shall, at the time of exercise, be an employee of the A.M. Castle & Co. (the “Corporation”) or a subsidiary thereof.  The optionee shall have none of the rights of a shareowner with respect to any of the shares of Common Stock subject to the option until such shares shall be issued upon the exercise of the option.

2. The option shall not be transferable otherwise than by will or the laws of descent and distribution, and the option shall be exercisable, during the lifetime of the optionee, only by the optionee. Without limiting the generality of the foregoing, the option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the option shall be null and void and without effect.

3. In the event of the termination of the employment of the optionee, otherwise than by reason of total and permanent disability or a Qualified Retirement as set forth in paragraph 4 hereof, the option shall cease to be exercisable and shall lapse as of the effective date of the termination of the optionee. The option shall not be affected by any change of employment so long as the optionee continues to be an employee of the Corporation or of a subsidiary thereof or by any temporary leave of absence approved by the Human Resources Committee of the Board of Directors of the Corporation (the “Committee”).  Nothing herein contained shall confer on the optionee any right to continue in the employ of the Corporation or any subsidiary or interfere in any way with the right of the Corporation or any subsidiary ther eof to terminate the employment of the optionee at any time.

4. In the event of a Qualified Retirement, which means with respect to an employee a termination from employment from the Corporation or any of its subsidiaries under the Corporation’s retirement plans (a “Qualified Retirement”), the optionee may exercise the option to the extent the option is exercisable or becomes exercisable under its terms at any time within three (3) years after the Qualified Retirement, but not after the term of the option. In the event of termination for total and permanent disability as defined in the Corporation’s long term disability programs, the optionee may exercise the option, to the extent the option is exercisable or becomes exercisable under its terms, at any time within three (3) years after termination for total and permanent disability, but not after the term of the option.

5. Any option which did not become exercisable and which cannot become exercisable under the terms of the option, and any option that ceased to be exercisable and cannot again become exercisable under the terms of the option shall terminate.

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6. If all or any portion of the option is exercised subsequent to any stock dividend, stock split, recapitalization, combination or exchange of shares, reorganization (including, but not limited to, merger or consolidation), liquidation or other event occurring after the date hereof, as a result of which any shares or other securities of the Corporation or any other entity (including, but not limited to, any subsidiary of the Corporation) shall be issued in respect of the outstanding shares of Common Stock, or shares of Common Stock shall be changed into the same or a different number of shares or other securities of the same or any other class or classes, the person or persons so exercising the option shall receive, for the aggregate price paid upon such exercise, the class and aggregate number of shares or other securities whic h, if shares of Common Stock (as authorized at the date hereof) had been purchased on the date hereof for the same aggregate price (on the basis of the price per share) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase any and all such stock dividends, stock splits, recapitalizations, combinations or exchanges of shares, reorganizations, liquidations or other events. In the event of any corporate reorganization, separation or division (including, but not limited to, split-up, split off, spin-off or sale of assets) as a result of which any cash or shares or other securities of any entity other than the Corporation (including, but not limited to, any subsidiary of the Corporation), shall be distributed in respect of the outstanding shares of Common Stock, a committee of the Board shall make such adjustments in the terms of the option (including, but not limited to, the number of shares covered and the purchase price of such shares) a s it may deem appropriate to provide equitably for the optionee’s interest in the option. Upon any adjustment as aforesaid, the minimum number of full shares that may be purchased upon any exercise of the option as specified in paragraph 1 shall be adjusted proportionately. No fractional shares shall be issued upon any exercise of the option, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued.

7. Subject to the terms and conditions contained herein, in the Award Agreement and the Plan, the option may be exercised by giving notice as provided in instructions issued by the Secretary for the exercise of options generally, which instructions may provide for the use of agents, including stock brokers, to effect exercise of options, or in the absence of such instructions, by written notice to the Secretary of the Corporation at the location of its principal office at the time of exercise, which is currently located at 3400 N. Wolf Road, Franklin Park, IL 60131.  Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, shall be signed by the person or persons so exercising the option and shall be accompanied by instructions to the Secretary to ex ercise, in whole or in part, through a cashless exercise, net-exercise, or other arrangements through agents, including stockbrokers, under arrangements established by the Corporation for the exercise of the option, or, if not covered by such instructions, for payment of the full purchase price of said shares by cash, including a personal check made payable to the Corporation, or by delivering at fair market value on the date of exercise unrestricted Common Stock already owned by the optionee, or by any combination of cash and Common Stock, and in either case, by payment to the Corporation of any withholding tax. Shares which otherwise would be delivered to the holder of an option may be delivered, at the election of the holder, to the Corporation in payment of Federal, state and/or local withholding taxes due in connection with an exercise. In no event may successive simultaneous pyramiding be used to exercise an option. A certificate or certificates representing said shares shall be delivered as soon as pr acticable after the notice shall be received by the Corporation. The certificate or certificates for the shares as to which the option shall have been so exercised shall be registered in the name of the person or persons so exercising the option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the option. The date of exercise of the option shall be the date on which the aforesaid written notice, properly executed and accompanied as aforesaid, is received under the Secretary’s instructions or by the Secretary. The payment due to the optionee upon exercise of the option will be settled solely in Common Stock. All shares that shall be purchased upon the exercise of the option as provided herein shall be fully paid and non-assessable.

8. The Corporation shall at all times during the term of the option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements contained herein, in the Award Agreement and in the Plan, shall pay all original issue and/or transfer taxes with respect to the issue and/or transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto.

9. As used herein, the term “subsidiary” shall have the meaning ascribed to it in the Plan, and the term “Common Stock” shall mean the class of stock designated “Common Stock” in the Certificate of Incorporation of the Corporation.

10. The terms and conditions contained herein and in the Award Agreement shall be subject to and governed by the terms of the Plan, a copy of which is being delivered herewith to the optionee. Optionee acknowledges that the Plan may be amended, prospectively or retroactively in order to comply with the requirements of the Internal Revenue Code governing deferred compensation, and optionee agrees to comply with the terms of the Plan as so amended from time to time.

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EX-10.23

EXHIBIT 10.23

A. M. CASTLE & CO.

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

A. M. CASTLE & CO.

2008 RESTRICTED STOCK, STOCK OPTION

AND EQUITY COMPENSATION PLAN

OPTIONEE: _______________________

ADDRESS: _______________________

SOCIAL SECURITY NUMBER: ____________________

NUMBER OF SHARES: ______________

EXERCISABLE ON OR AFTER: _________________

EXERCISE PRICE PER SHARE: _________________

DATE OF GRANT: _______________

EXPIRATION DATE: _________________

This is an award agreement (the "Award Agreement") between A. M. Castle & Co., a Maryland corporation (the "Corporation”), and the individual named above (the “Employee” or “Optionee”). The Corporation hereby grants to the Optionee the right and option (this “Option”) to purchase all or any part of an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan") and, further subject to the Non-Qualified Stock Option Agreement Supplement which is attached hereto.

Subject to the terms and conditions of this Award Agreement, this Option is exercisable on or after the date set forth above; provided, however, that this Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date.

The Corporation and the Optionee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By: _________________________

Its: _________________________

_________________________________

Optionee

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A. M. CASTLE & CO.

NON-QUALIFIED STOCK OPTION AGREEMENT SUPPLEMENT

1. This option shall be treated as an Non-Qualified Stock Option. The option is granted under the terms of the A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan, approved by the shareholders April 24, 2008, as may be amended from time to time (the "Plan"), as indicated in the Non-Qualified Stock Option Award Agreement (the “Award Agreement”). The term of the option shall be for a period of eight (8) years from the date of grant, or such shorter period as is prescribed in paragraphs 3, 4, and 5 hereof. The option shall be exercisable to the extent of the number of shares specified in the Award Agreement as exercisable three (3) years after the date of grant, unless covered by a specific change-in-control or severance agreement entered into between the Optionee and the Corporat ion.  The option may be exercised, at any time or from time to time during said term, as to all full shares that have become so purchasable. Except as provided in paragraphs 3, and 4 hereof, the option may not be exercised unless the optionee shall, at the time of exercise, be an employee of the A. M. Castle & Co. (the “Corporation”) or a subsidiary thereof.  The optionee shall have none of the rights of a shareowner with respect to any of the shares of Common Stock subject to the option until such shares shall be issued upon the exercise of the option.

2. The option shall not be transferable otherwise than by will or the laws of descent and distribution, and the option shall be exercisable, during the lifetime of the optionee, only by the optionee. Without limiting the generality of the foregoing, the option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the option contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the option shall be null and void and without effect.

3. In the event of the termination of the employment of the optionee, otherwise than by reason of total and permanent disability or a Qualified Retirement as set forth in paragraph 4 hereof, the option shall cease to be exercisable and shall lapse as of the effective date of the termination of the optionee. The option shall not be affected by any change of employment so long as the optionee continues to be an employee of the Corporation or of a subsidiary thereof or by any temporary leave of absence approved by the Human Resources Committee of the Board of Directors of the Corporation (the “Committee”).  Nothing herein contained shall confer on the optionee any right to continue in the employ of the Corporation or any subsidiary or interfere in any way with the right of the Corporation or any subsidiary ther eof to terminate the employment of the optionee at any time.

4. In the event of a Qualified Retirement, which means with respect to an employee a termination from employment from the Corporation or any of its subsidiaries under the Corporation’s retirement plans (a “Qualified Retirement”), the optionee may exercise the option to the extent the option is exercisable or becomes exercisable under its terms at any time within three (3) years after the Qualified Retirement, but not after the term of the option. In the event of termination for total and permanent disability as defined in the Corporation’s long term disability programs, the optionee may exercise the option, to the extent the option is exercisable or becomes exercisable under its terms, at any time within three (3) years after termination for total and permanent disability, but not after the term of the option.

5. Any option which did not become exercisable and which cannot become exercisable under the terms of the option, and any option that ceased to be exercisable and cannot again become exercisable under the terms of the option shall terminate.

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6. If all or any portion of the option is exercised subsequent to any stock dividend, stock split, recapitalization, combination or exchange of shares, reorganization (including, but not limited to, merger or consolidation), liquidation or other event occurring after the date hereof, as a result of which any shares or other securities of the Corporation or any other entity (including, but not limited to, any subsidiary of the Corporation) shall be issued in respect of the outstanding shares of Common Stock, or shares of Common Stock shall be changed into the same or a different number of shares or other securities of the same or any other class or classes, the person or persons so exercising the option shall receive, for the aggregate price paid upon such exercise, the class and aggregate number of shares or other securities whic h, if shares of Common Stock (as authorized at the date hereof) had been purchased on the date hereof for the same aggregate price (on the basis of the price per share) and had not been disposed of, such person or persons would be holding at the time of such exercise as a result of such purchase any and all such stock dividends, stock splits, recapitalizations, combinations or exchanges of shares, reorganizations, liquidations or other events. In the event of any corporate reorganization, separation or division (including, but not limited to, split-up, split off, spin-off or sale of assets) as a result of which any cash or shares or other securities of any entity other than the Corporation (including, but not limited to, any subsidiary of the Corporation), shall be distributed in respect of the outstanding shares of Common Stock, a committee of the Board shall make such adjustments in the terms of the option (including, but not limited to, the number of shares covered and the purchase price of such shares) a s it may deem appropriate to provide equitably for the optionee’s interest in the option. Upon any adjustment as aforesaid, the minimum number of full shares that may be purchased upon any exercise of the option as specified in paragraph 1 shall be adjusted proportionately. No fractional shares shall be issued upon any exercise of the option, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued.

7. Subject to the terms and conditions contained herein, in the Award Agreement and the Plan, the option may be exercised by giving notice as provided in instructions issued by the Secretary for the exercise of options generally, which instructions may provide for the use of agents, including stock brokers, to effect exercise of options, or in the absence of such instructions, by written notice to the Secretary of the Corporation at the location of its principal office at the time of exercise, which is currently located at 3400 N. Wolf Road, Franklin Park, IL 60131.  Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, shall be signed by the person or persons so exercising the option and shall be accompanied by instructions to the Secretary to ex ercise, in whole or in part, through a cashless exercise, net-exercise, or other arrangements through agents, including stockbrokers, under arrangements established by the Corporation for the exercise of the option, or, if not covered by such instructions, for payment of the full purchase price of said shares by cash, including a personal check made payable to the Corporation, or by delivering at fair market value on the date of exercise unrestricted Common Stock already owned by the optionee, or by any combination of cash and Common Stock, and in either case, by payment to the Corporation of any withholding tax. Shares which otherwise would be delivered to the holder of an option may be delivered, at the election of the holder, to the Corporation in payment of Federal, state and/or local withholding taxes due in connection with an exercise. In no event may successive simultaneous pyramiding be used to exercise an option. A certificate or certificates representing said shares shall be delivered as soon as pr acticable after the notice shall be received by the Corporation. The certificate or certificates for the shares as to which the option shall have been so exercised shall be registered in the name of the person or persons so exercising the option and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the option. The date of exercise of the option shall be the date on which the aforesaid written notice, properly executed and accompanied as aforesaid, is received under the Secretary’s instructions or by the Secretary. The payment due to the optionee upon exercise of the option will be settled solely in Common Stock. All shares that shall be purchased upon the exercise of the option as provided herein shall be fully paid and non-assessable.

8. The Corporation shall at all times during the term of the option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements contained herein, in the Award Agreement and in the Plan, shall pay all original issue and/or transfer taxes with respect to the issue and/or transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto.

9. As used herein, the term “subsidiary” shall have the meaning ascribed to it in the Plan, and the term “Common Stock” shall mean the class of stock designated “Common Stock” in the Certificate of Incorporation of the Corporation.

10. The terms and conditions contained herein and in the Award Agreement shall be subject to and governed by the terms of the Plan, a copy of which is being delivered herewith to the optionee. Optionee acknowledges that the Plan may be amended, prospectively or retroactively in order to comply with the requirements of the Internal Revenue Code governing deferred compensation, and optionee agrees to comply with the terms of the Plan as so amended from time to time.

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