AMENDMENT TO RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT ("Amendment") is made
and entered into as of the 24th day of March, 1998, by and between LACLEDE STEEL
COMPANY, a Delaware corporation ("Employer"), and XXXXXXX X. XXXX ("Employee").
WHEREAS, Employee and Employer previously entered into an employment
agreement as of the 19th day of October, 1994 that was most recently restated on
the 30th day of July, 1996 ("Restated Employment Agreement"); and
WHEREAS, Employee and Employer desire to amend the Restated Employment
Agreement by making the amendments stated herein and as amended, to reaffirm
Employee's Restated Employment Agreement; and
WHEREAS, Employee and Employer desire to set forth the terms of
Employee's continued employment with Employer and the terms of the separation of
Employee from Employer's employ at the end of such employment;
NOW, THEREFORE, in consideration of the foregoing and the promises and
agreements herein contained, the parties agree as follows:
A. Employee shall continue as Vice-President Finance, Treasurer
& Secretary and as Chief Financial Officer.
B. The term of Employee's employment under Employee's Restated
Employment Agreement is changed to the earlier of (a) one hundred eighty (180)
days from the date of this Amendment or (b) such earlier date as shall be
determined by the President of Employer by giving written notice to Employee.
In either case the date of the termination of Employee's
Restated Employment Agreement is hereafter referred to as
Employee's "Agreement Termination Date." Notwithstanding Employee's
Agreement Termination Date or anything contained in Employee's Key
Employee Retirement Agreement with Employer (Employee's "KERP"),
Employer and Employee agree that Employee shall receive a lump sum payment
of Employee's Accrued Benefit on the later of August 2, 1999 or twelve (12)
months after Employee's Agreement Termination Date (Employee's "KERP Payment
Date").
Until Employee's KERP Payment Date, Employee shall be
considered an active employee of Employer.
C. Until Employee's Agreement Termination date, Employer shall
continue to pay Employee monthly compensation of $20,292.00
("Monthly Payment" and in the plural "Monthly Payments") reduced by
applicable employment taxes, at the same time and in the same manner as
Employer pays its other officers.
D. During Employee's employment with Employer, Employer shall
provide Employee with such fringe benefits as are made available by
Employer from time to time to other employees of Employer at Employee's level
of employment; provided however, that benefits paid to Employee
shall in all events include Employee's leased automobile, Employee's tax
assistance program, health and disability insurance (collectively the
"Benefits").
E. After Employee's Agreement Termination Date Employer shall
pay Employee Monthly Payments (or in the case of a period of less
than one month, the pro rata portion of the Monthly Payment for such
period based on a thirty (30) day month) for the greater period of (a) each
month from Employee's Agreement Termination Date through August 2, 1999,
or (b) each month for twelve (12) months from Employee's Agreement
Termination Date.
The total of such Monthly Payments, as applicable, are
hereafter referred to as the "Sum of Monthly Payments". If Employee remains in
the employ of Employer for at least one hundred eighty (180) days from the
date of this Amendment then in lieu of paying the Monthly Payments to
Employee each month as set forth above, the Sum of Monthly Payments shall be
paid in two (2) equal installments. In such case, the first installment
shall be paid
on the first working day after Employee's Agreement Termination
Date and the final installment shall be paid three (3) months after
Employee's Agreement Termination Date. Monthly Payments and the Sum of
Monthly Payments shall be reduced only by applicable employment taxes
normally deducted from Employee's wages.
F. Employee shall be entitled to receive the Benefits through
Employee's KERP Payment Date.
G. After Employee's KERP Payment Date Employee shall be
eligible to participate in the Laclede Retired Salaried Medical Plan, as
such Plan may be amended from time to time by Employer.
H. After Employee's KERP Payment Date medical benefits now
payable for the benefit of Employee's dependent daughter, Xxxxx Xxxx,
under the Laclede Salaried Employee Medical Plan, as referenced in the
attached letter from General American Life Insurance Company, shall be
provided under the Laclede Retired Salaried Medical Plan, as such Plan
may be amended from time to time, so long as such benefits are
recommended by General American Life Insurance Company or its independent case
manager, or the successors of either of them.
I. Any notice to Employer hereunder shall be addressed as
follows:
Laclede Steel Company
Attn: President
00xx Xxxxx
Xxx Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Any notice to Employee hereunder shall be made addressed as
follows:
Xxxxxxx X. Xxxx
0000 Xxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
J. Except as expressly amended by this Amendment the Restated
Employment Agreement is hereby ratified in all respects. If any provision of
this Amendment is inconsistent with any provision of the Restated Employment
Agreement, then this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
____________________________
XXXXXXX X. XXXX
"Employee"
LACLEDE STEEL COMPANY
By: _________________________
Xxxxxx X. Xxxx, Xx.,
President
"Employer"
