0001059562-15-000004 Sample Contracts

THE RESTRICTED SHARES AWARDED UNDER THIS RESTRICTED STOCK AWARD AGREEMENT ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE UNTIL VESTED.
Restricted Stock Award Agreement • February 9th, 2015 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec • Missouri

For the purposes set forth in, but not pursuant to, the LMI Aerospace, Inc. ("Company") 2005 Long-Term Incentive Plan, as the same may be amended from time to time (the "Plan"), you have been awarded by the Committee four thousand two hundred and seventeen (4,217) shares of the common stock of the Company, $0.02 par value per share (the "Restricted Shares"), which award (the "Award") is subject to and conditioned upon your acceptance of this Restricted Stock Award Agreement (the "Agreement"). The Award is being granted to you as an inducement material to your entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2015 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec

THIS AMENDMENT 1 (“Amendment 1”) TO THE EMPLOYMENT AGREEMENT (“Agreement”) by and between LMI AEROSPACE, Inc., a Missouri corporation (“Corporation”), its successors, and assigns and LAWRENCE E. DICKINSON (“Employee”) is entered into this 6th day of February 2015.

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