SECOND AMENDMENT TO RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT
("Second Amendment") is made and entered into as of the 29th day
of July, 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 restated on the 30th day of July, 1996 ("Restated Employment
Agreement"); and
WHEREAS, the Restated Employment Agreement was
previously amended by an Amendment To Restated Employment
Agreement as of the 24th day of March, 1998 (the "First
Amendment"); and
WHEREAS, Employee and Employer desire to further amend
the Restated Employment Agreement as previously amended by the
First Amendment 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, the terms
of the separation of Employee from Employer's employ at the end
of such employment and the terms of the timing of the payment of
Employee's Accrued Benefit under Employee's KERP as such terms
are hereinafter defined;
NOW, THEREFORE, in consideration of the foregoing and
the promises and agreements herein contained, the parties agree
as follows:
1. Employee shall continue as Vice-President Finance,
Treasurer & Secretary and as Chief Financial
Officer.
2. The termination date of Employee's employment
under Employee's Restated Employment Agreement
shall be December 31, 1999 ("Agreement Termination
Date").
3. Notwithstanding Employee's Agreement Termination
Date, anything contained in Employee's Key
Employee Retirement Agreement with Employer
(Employee's "KERP"), the Restated Employment
Agreement as amended by the First Amendment or
this Second Amendment, Employer and Employee agree
that on the first business day after Employee
ceases for any reason to be a full time employee
of the Company (Employee's "KERP Payment Date")
Employer shall authorize in writing the Trustee of
Employee's KERP to pay to Employee in a lump sum
in kind all amounts owed to Employee pursuant to
Employee's KERP. Until Employee's KERP Payment
Date, Employee shall be considered an active
employee of Employer.
4. Paragraph 5 of the First Amendment is hereby
deleted in its entirety.
5. In addition, if Employee shall remain an employee
of Employer through the Agreement Termination Date
or if Employee shall be terminated by Employer
without "cause" prior to the Agreement Termination
Date then Employer shall pay Employee two (2)
severance payments each of which shall be equal to
the sum of six (6) Monthly Payments reduced by
applicable employment taxes (the "Severance
Payments"). The first Severance Payment shall be
paid on January 2, 2000 and the second Severance
Payment shall be paid on April 1, 2000.
6. As amended by the First Amendment and subsequently
amended by this Second Amendment the Restated
Employment Agreement is hereby ratified in all
respects. If any provision of this Second
Amendment is inconsistent with any provision of
the Restated Employment Agreement as amended by
the First Amendment, then such provision of this
Second 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"
