LMI AEROSPACE, INC.
SECOND AMENDMENT TO
RESTRICTED STOCK AGREEMENT
THIS AMENDMENT is made as of the 26th day of March, 1999, 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, as amended (the "Restricted Stock
Agreement").
The parties hereby amend the Restricted Stock Agreement by deleting
Section 4 thereof in its entirety.
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