For purposes of this Agreement, the term “A.M. Castle’s Business” shall mean any business in which Employer or any of its subsidiaries is engaged, including, without limitation, the business of distributing specialty metals to customers within the producer durable equipment, aerospace, heavy industrial equipment, industrial goods, construction equipment, oil

SECTION # Non-Disparagement. The Parties agree that they will not make any disparaging or derogatory remarks or statements about each other. The obligations of Consultant pursuant to this Section shall survive termination of the engagement and indefinitely thereafter.

CONSIDERATION. If Employee executes this Agreement, returns it to LP within the time frame stated herein, does not revoke it, and complies with Employee’s obligations hereunder, including but not limited to the non-disparagement provision, Employee will receive the following consideration:

Employee was formerly employed by Employer and subject to that certain Amended and Restated Employment Agreement effective April 1, 2022 (“2022 Employment Agreement”) containing a: # confidential information provision in Section 11; # covenant not to compete in [Section 12(a)(i)]; # non-solicitation provisions in [Section 12(a)(ii)] – (iii); and # a non-disparagement provision in [Section 12(c)];

Confidentiality/Disparagement.

This Plan shall be administered by the Board. The Board, acting in good faith, shall exercise such powers and take such actions as may be called for under this Plan and, further, the Board shall have the power to interpret this Plan and to take such other actions in the administration and operation of this Plan as the Board deems equitable under the circumstances. Any action taken by the Board under or with respect to this Plan will be binding on the Company, on each affected Eligible Employee, Director or Consultant and on each other person directly or indirectly affected by such action. The Board, as a condition to making any grant or permitting any exercise under the Plan, has the right to require the Holder to execute an agreement that makes the Holder subject to non-competition, non-solicitation, non-disparagement, and confidentiality provisions and other restrictive covenants that run in favor of the Company (unless the Holder is already a party to an agreement with the Company that includes non-competition, non-solicitation, non-disparagement and confidentiality provisions).

Reporting. Nothing in this Agreement, including the Non-Disparagement provision in Section 10(b) above, shall be construed to prohibit Executive from reporting conduct to, providing truthful information to or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization.

the Executive’s commission of a felony or gross neglect of duty, # the Executive’s conviction of or plea of nolo contendere to a crime involving moral turpitude, # willful failure by the Executive of his/her duties to the Company which failure results in injury to the Company, or # the Executive’s material breach of any confidentiality, non-solicitation, non-competition, no-hire, non-disparagement, invention assignment, cooperation or other similar obligations to, or other restrictive covenants in favor of, the Company.

make any public statement that is intended, or may reasonably be expected to harm the reputation, business, prospects or operations of the Company or any of its subsidiaries, any of the investment funds invested in the Company or any affiliated funds (all of the foregoing collectively, the “Company Group”); provided, that the non-disparagement provisions of this Section 9(b) will not apply to any statements that Executive makes in addressing any disparaging statements made by the Company Group or their respective officers and/or its directors regarding Executive or Executive’s performance as an employee of the Company so long as Executive’s statements are truthful. The Company and its subsidiaries and affiliates shall instruct their respective officers and directors to refrain from making any disparaging statements about Executive for the same period for which Executive is subject to the non-disparagement provisions of this Section 9(b); provided, however, that the non-disparagement provisions will not apply to any statements that the Company or any of its subsidiaries or affiliates, or their respective officers and directors make in addressing any disparaging statements made by Executive regarding the Company Group or its officers and directors so long as such statements are truthful. Executive and the Company expressly consider the restrictions contained in this Section 9(b) to be reasonable.

Confidential Information; Return of Property; Non-disparagement and Cooperation. Employee agrees not to use or disclose confidential, proprietary or trade secret information learned while an employee of ESI or its predecessors, including the terms of this Agreement, and covenants not to breach that duty. Confidential, proprietary, and trade secret information may include manufacturing processes, business plans, customer lists, drawings, documents, reports, facilities, formulas, computer data, computer programs (including algorithms, flowcharts, source code, object code, and firmware). This Agreement not to disclose confidential information is consistent with the ESI Employee Confidentiality and Assignment Agreement (“Confidentiality Agreement”), which, if signed by Employee, continues to apply after employment has ended. Employee agrees to return any and all ESI property and/or information in Employee’s possession. Both the Company and, the Employee agree not to disparage or make false, adverse or derogatory remarks about ESI or the Employee. Employee also agrees to fully cooperate and be reasonably available to ESI in any pending or future dispute or proceeding in which Employee may have knowledge of potentially relevant information.