AZZ INC — Director's Dealing 2013

Nov 27, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AZZ INC (AZZ)
CIK: 0000008947
Period of Report: 2013-11-18

Reporting Person: Steines Robert Joseph (VP & Chief Accounting Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
STOCK APPRECIATION RIGHTS	$		COMMON STOCK (759.0)		Direct
Restricted Stock Units	$		COMMON STOCK (335.0)		Direct

Footnotes

F1: On March 1, 2014, and the subsequent first day in the month of March through 2016 (each, a "Vesting Date"), one-third (1/3) of the Stock Appreciation Rights granted hereby shall vest, and on the March 1, 2016 (the "Final Vesting Date"), any of such Stock Appreciation Rights that are not yet vested shall vest, such that on the Final Vesting Date, all of the Stock Appreciation Rights granted hereby shall be vested on or prior to the Final Vesting Date.

F2: THE BASE PRICE OF SUCH SAR SHALL BE DETERMINED BY THE CLOSING PRICE OF ONE SHARE OF COMMON STOCK ON THE NEW YORK STOCK EXCHANGE FOR THE GRANT DATE OF SUCH AWARDS.

F3: If the Awardee remains continuously employed by the Company or an Affiliate through the Vesting Date, the Restricted Stock Unit Awards shall vest as of the Vesting Date. Upon the vesting of such Restricted Stock Unit Awards (either pursuant to the immediately preceding sentence or to the other provisions of this Agreement), the Company shall electronically register one share of Common Stock in the Awardee's name for each vested Restricted Stock Unit Award. As used herein, the term "Vesting Date" shall mean March 1, 2016.

F4: The base price of such RSU shall be determined by the closing price of one share of common stock on the New York Stock Exchange for the grant date of such awards.