LMI AEROSPACE, INC.
FIRST AMENDMENT TO
RESTRICTED STOCK AGREEMENT
THIS AMENDMENT is made as of the 27th day of April 1998, between LMI
AEROSPACE, INC., a Missouri corporation (the "Corporation"), and XXXXXXXX X.
XXXXXXX ("XxXxxxx").
RECITALS
A. The Corporation awarded XxXxxxx 10,000 shares of common stock ($0.02
par value) of the Corporation as an inducement to become employed as an officer
of the Corporation and to work for the success of the Corporation and its
subsidiaries.
B. All of the common stock awarded to XxXxxxx was subject to
restrictions and substantial risks of forfeiture under a Restricted Stock
Agreement dated as of April 27, 1998 (the "Restricted Stock Agreement").
C. The Corporation and XxXxxxx have determined that the Restricted
Stock Agreement did not accurately memorialize their agreement.
D. Accordingly, the parties desire to reform the Restricted Stock
Agreement to reflect their agreements.
The parties hereby reform the Restricted Stock Agreement by amending
its terms as follows:
1. Section 4 of the Restricted Stock Agreement is hereby deleted and
the following section substituted in lieu thereof:
" 4. Right of First Refusal. In consideration of the award of the
Restricted Stock XxXxxxx, contemporaneously herewith XxXxxxx gives the
Corporation a right of first refusal with respect to the Restricted
Stock. After the Termination Date if XxXxxxx shall receive a bona fide
written offer from a third party to purchase some or all of the
Restricted Stock at a specified purchase price and upon specified terms
and conditions (the "Third Party Offer"), XxXxxxx shall promptly give
written notice and a copy of such offer to the Corporation (the "Third
Party Notice"). The Corporation shall have an option, but not the
obligation, to purchase the Restricted Stock which is subject to the
Third Party Offer, which option may be exercised within ten (10) days
of the receipt by the Corporation of the Third Party Notice by giving
notice of such exercise to XxXxxxx ("Notice of Exercise of Option"). If
the Corporation elects to purchase the Restricted Stock which is
subject to the Third Party Offer, the closing shall take place no later
than twenty (20) days after the Notice of Exercise of Option at the
offices of the Corporation. The purchase price per share of the
Restricted Stock shall be seventy-five percent (75%) of the traded
market value on the date of the Third Party Notice multiplied by the
number of shares of Restricted Stock to be purchased. The purchase
price shall be paid by cashier's check. If The Corporation does not
elect to purchase the Restricted Stock which is subject to the Third
Party Offer, the Restricted Stock may be sold pursuant to the Third
Party Offer, subject to the restrictions contained in this Agreement
and such limitations on transfer, if any, as may exist under applicable
law or any other agreement binding upon XxXxxxx.
The parties hereto have executed this Amendment as of the date first
above written.
LMI AEROSPACE, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
(Authorized Officer)
/s/ Xxxxxxxx X. XxXxxxx
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Xxxxxxxx X. XxXxxxx
