SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AGREEMENT made on the 12th day of February, 1999, by
and between Kentucky Electric Steel, Inc. (the "Company"), and Xxxxxxx
X. Xxxxxx (the "Executive").
WITNESSETH :
WHEREAS, the Company and the Executive executed an Employment
Agreement effective as of June 7, 1994 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to change the
definition of the term "Change of Control":
NOW, THEREFORE, the Agreement is amended as follows:
1. Paragraph III.B.3 is revised to read as follows:
3. The term "Change of Control" shall mean (i) the
consummation of (A) any consolidation or merger of the Company in which
the Company is not the continuing or surviving corporation or pursuant
to which shares of the Company's Common Stock would be converted into
cash, securities or other property, other than a merger of the Company
in which the holders of the Company's Common Stock immediately prior to
the merger have substantially the same proportionate ownership of
common stock of the surviving corporation immediately after the merger,
or (B) any sale, lease, exchange or transfer (in one transaction or a
series of related transactions) of all or substantially all the assets
of the Company, or (ii) the approval by the shareholders of the Company
of any plan or proposal for the liquidation or dissolution of the
Company, other than in connection with a bankruptcy or reorganization
proceeding of the Company under applicable federal or state bankruptcy
laws, or (iii) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Company or a subsidiary thereof or any
employee benefit plan sponsored by the Company or a subsidiary thereof,
becoming the beneficial owner (within the meaning of Rule 13d-3 under
the Exchange Act) of securities of the Company representing 25% or more
of the combined voting power of the Company's then outstanding
securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors,
as a result of a tender or exchange offer, open market purchases,
privately-negotiated purchases or otherwise, or (iv) at any time during
a period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board of Directors of the Company
ceasing for any reason to constitute at least a majority thereof,
unless the election or the nomination for election by the Company's
shareholders of each new director during such two-year period was
approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such two-year period.
IN WITNESS WHEREOF, the parties have signed this Amendment on this 12th
day of February, 1999.
KENTUCKY ELECTRIC STEEL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx
WITNESS
