X0206 3 2017-01-01 0 0000005981 AMERICAN VANGUARD CORP AVD 0001694317 Eilers Peter 4695 MACARTHUR COURT, SUITE 1200 NEWPORT BEACH CA 92660 0 1 0 0 See Remarks Common Stock 9730 D These shares include both (x) four tranches of time-based restricted stock as follows: 1,066 shares that vested on 9/17/2015; 1,065 shares that shall vest on 8/1/2017; 1,065 shares that shall vest on 8/1/2018; and 1,069 shares that shall vest on 1/6/2019; and (y) two tranches of performance shares as follows: 3,196 shares that shall vest on 8/1/2018 and 1,669 shares that shall vest on 1/6/2019. With respect to time-based shares, vesting occurs on the condition that reporting person remain continuously employed through the vesting date. With respect to the performance shares, vesting occurs on two conditions: first, that reporting person remains continuously employed through the vesting date, and second, that the issuer achieve certain financial performance metrics. The payout of shares may range from zero to 200 percent of the number of shares awarded depending upon whether and to what extent issuer underachieves, meets or exceeds targeted performance, which is assessed as follows: (Continues from Footnote 1) based upon a three year performance period commencing with the date of award, the issuer compares its earnings before income tax (EBIT) with the median EBIT of an agchem peer group and applies a 50% factor; the issuer then compares its net sales for the performance period with the median net sales of the same group and applies a 30% factor; and finally, the issuer compares its total shareholder return (TSR) over the same period with that of two groups - the Russell 2000 (10% factor) and the median TSR of peers identified in our proxy (10% factor). Vice President/BD & Mktg - AMVAC The reporting person has executed a Power of Attorney dated January 5, 2017 permitting execution of Forms 3, 4 and 5 by two attorneys-in-fact; a copy of that Power of Attorney is filed herewith. /s/ Peter Eilers 2017-01-05