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EXHIBIT 10.6(I)
AMENDMENT NO. 1
WHEREAS, the Company and the Executive are parties to an
Employment Agreement dated as of February 1, 1996 (the "Employment Agreement"),
and desire to amend the Employment Agreement; and
WHEREAS, Section 13 of the Employment Agreement permits
amendment thereof;
NOW, THEREFORE, in consideration of the mutual promises,
agreements and covenants hereby made, the mutual benefits to be derived from
this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Employment Agreement as follows:
1. Effective August 1, 1996, the first sentence of Section 2
is amended to read as follows:
"Lone Star shall pay Executive a salary ("Salary") at the rate
of $350,000 per annum until the effective date of termination of this
Agreement."
2. Effective November 20, 1996, Section 3(b) is amended to
read as follows:
"(b) In the event that this Agreement is terminated
by the Executive pursuant to Section 4 below or Lone Star terminates this
Agreement pursuant to Section 3(a) above, Executive shall be entitled to a
severance payment in an amount
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equal to Executive's Salary for the period from the effective date of the
termination through the date one year (18 months, in the case of a termination
pursuant to Section 4) after the effective date of the termination (the
"Severance Period"). Severance shall be paid in lump sum on the effective date
of the termination. In addition, the Executive shall continue to receive life
insurance and medical insurance under the Company's Executive Medical Plan for
Active Employees (as in effect as of the date of this Agreement) provided
pursuant to Sections 5 and 6 hereof during the Severance Period (which is in
addition to, and not in lieu of, benefit continuation under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA")). Severance pay pursuant to
this Section shall be in lieu of severance pay pursuant to any Lone Star
severance policy (except that the supplemental retirement benefit and all other
provisions of the Supplemental Agreement shall remain in full force and
effect)."
3. Effective November 20, 1996, Section 5 is amended to read
as follows:
"5. Executive shall participate in Lone Star's 401(k)
savings plan and vacation and holiday programs and other benefits in the same
manner as other executive salaried employees of Lone Star and in accordance with
the terms thereof; provided that Executive shall not participate in any short
term disability insurance plan, long term disability insurance plan or
supplemental executive retirement plan. Notwithstanding the foregoing, nothing
contained in this Agreement (including, without limitation, Section 12 below)
shall affect the force and effect of the Agreement, dated April 15, 1994, as
amended and restated on February 1, 1996 and as further amended
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and restated on November 20, 1996 between the Company and the Executive relating
to certain supplemental retirement, medical insurance, disability and other
benefits and rights, a copy of which is attached hereto as Exhibit A (the
"Supplemental Agreement")."
4. Effective November 20, 1996, the first paragraph of Section
6 is amended to read as follows:
"6. Following a Change in Control, as defined below,
the Executive, on thirty days written notice (which notice must be delivered
within twelve months after the Company gives the Executive notice of the Change
in Control or the Executive has actual knowledge of such Change in Control), may
terminate his employment with the Company. Upon any such termination, the
Executive shall be entitled to severance pay in an amount equal to thirty
months' Salary. In addition, the Executive shall continue to receive life
insurance and medical insurance under the Company's Executive Medical Plan for
Active Employees (as in effect as of the date of this Agreement) provided
pursuant to Sections 5 and 6 hereof during the Severance Period (which is in
addition to, and not in lieu of, benefit continuation under COBRA). Severance
pay pursuant to this Section shall be in lieu of severance pay pursuant to any
Lone Star policy or other agreement (except that the supplemental retirement
benefit and all other provisions of the Supplemental Agreement shall remain in
full force and effect) and all other obligations of the Company for severance
pay under this Agreement. For
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purposes of this Agreement a "Change in Control" shall be deemed to have
occurred upon the occurrence of any of the following events:"
By: /s/ Xxxxxxx X. Xxxxxxxx
Lone Star Industries, Inc.
Executive
By: /s/ Xxxxx X. Xxxxxxx
Lone Star Industries, Inc.
Chairman of the Board
By: /s/ Xxxx Xxxxxxxxx
Chairman of the
Compensation and Stock
Option Committee
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