AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment To Employment Agreement (this "Agreement") is made and
entered into on this the 14th day of October, 1998 by and between ISG Resources,
Inc., f/k/a JTM Industries, Inc. ("Employer"), a Texas corporation with its
principal place of business located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ("Employee"), an individual who
resides at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Employer and Employee entered into an Employment Agreement in
October, 1997 (the "Employment Agreement");
WHEREAS Employer and Employee desire to amend the Employment Agreement
as set forth herein, and to agree to certain other employment related issues.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
herein.
1. The parties agree that the date of the Employment Agreement is October 23,
1997.
2. The parties agree that the Employment Agreement is hereby amended as follows:
a. Paragraph 2.a. of the Employment Agreement is amended to provide
that:
"a. Subject to a change in title or responsibility at the
discretion of Employer, that in no way materially decreases
Employee's responsibilities, Employee is engaged by Employer
as Executive Vice President. Employee shall perform such
duties as are from time to time reasonably assigned to
Employee by Employer consistent with Employee's position."
b. Paragraphs 4.c., 4.d. and 4.e., and all subparagraphs therein, of
the Employment Agreement are amended by deleting them in their entirety and
inserting the following in their place:
"c. For the four month period ending December 31, 1998,
Employee shall be paid a bonus of $15,000.00 which will be
paid to Employee on January 2, 1999.
d. For the 1999 fiscal year period, Employee shall be eligible
for a performance bonus based on overall Employer performance
and the performance of the Manufactured Goods Division, as set
forth below:
(1) If the Employer's actual corporate EBITDA
(earnings before interest, taxes, depreciation and
amortization) equals or exceeds ninety percent (90%)
of its budgeted EBITDA, but is less than one hundred
percent (100%) of its budgeted EBITDA, then Employee
shall receive a bonus as follows:
Actual Payout %
EBITDA
90% 32% of 15% of his current salary
91% 36% of 15% of his current salary
92% 41% of 15% of his current salary
93% 46% of 15% of his current salary
94% 52% of 15% of his current salary
95% 58% of 15% of his current salary
96% 65% of 15% of his current salary
97% 73% of 15% of his current salary
98% 81% of 15% of his current salary
99% 90% of 15% of his current salary
(2) If the Employer's actual corporate EBITDA equals
or exceeds its budgeted EBITDA, then Employee shall
receive a bonus as follows:
(a) If actual corporate EBITDA equals or
exceeds budgeted EBITDA, then Employee shall
receive a bonus in the amount of 15% of his
then current base salary;
(b) If actual corporate EBITDA equals or
exceeds budgeted EBITDA by 30%, but less
than 50%, then Employee shall receive a
bonus equal to 25% of his then current base
salary;
(c) If actual corporate EBITDA equals or
exceeds budgeted EBITDA by 50% but less than
75%, then Employee shall receive a bonus
equal to 50% of his then current base
salary; or
(d) If actual corporate EBITDA equals or
exceeds budgeted EBITDA by 75% or more, then
Employee shall receive a bonus equal to 100%
of his then current base salary.
(3) If the actual EBITDA of the Manufactured Goods
Division equals or exceeds ninety percent (90%) of
its budgeted EBITDA, but is less than one hundred
percent (100%) of its budgeted EBITDA, then Employee
shall receive a bonus as follows:
Actual EBITDA Payout %
90% 32% of 15% of his current salary
91% 36% of 15% of his current salary
92% 41% of 15% of his current salary
93% 46% of 15% of his current salary
94% 52% of 15% of his current salary
95% 58% of 15% of his current salary
96% 65% of 15% of his current salary
97% 73% of 15% of his current salary
98% 81% of 15% of his current salary
99% 90% of 15% of his current salary
(4) If the actual EBITDA of the Manufactured Goods
Division equals or exceeds its budgeted EBITDA, then
Employee shall receive a bonus as follows:
(a) If actual EBITDA of the Manufactured
Goods Division equals or exceeds budgeted
EBITDA, then Employee shall receive a bonus
in the amount of 15% of his then current his
then current base salary;
(b) If actual EBITDA of the Manufactured
Goods Division equals or exceeds budgeted
EBITDA by 30%, but less than 50%, then
Employee shall receive a bonus equal to 25%
of his then current base salary;
(c) If actual EBITDA of the Manufactured
Goods Division equals or exceeds budgeted
EBITDA by 50% but less than 75%, then
Employee shall receive a bonus equal to 50%
of his then current base salary; or
(d) If actual EBITDA of the Manufactured
Goods Division equals or exceeds budgeted
EBITDA by 75% or more, then Employee shall
receive a bonus equal to 100% of his then
current base salary."
3. For the consideration set forth herein, Paragraph 6 of the Employment
Agreement is amended by deleting it in its entirety.
4. Employee's bonus for the period ending August 31, 1998 will be equal to 44%
of his existing base salary of $160,000.00.
5. The parties agree that effective October 14, 1998, pursuant to Section 4.b.
of the Employment Agreement, Employee's base annual salary shall be increased to
$166,000.00.
6. Pursuant to the provisions of section 4.e.iii. of the Employment Agreement
(as it existed prior to this Agreement), Employee shall be paid the sum of
$50,000.00 on January 2, 1999.
7. Pursuant to the provisions of section 6 of the Employment Agreement (as it
existed prior to this Agreement), Employee shall be paid the sum of $10,000.00
for his efforts in securing the award of the MidAmerica contract.
8. Employee shall be paid the relocation allotment of $100,000.00 pursuant to
Section 8 of the Employment Agreement. Employee, who has relocated to Houston,
Texas, has the option of remaining in Houston, Texas, or of relocating to Salt
Lake City, Utah. If Employee chooses to relocate to Salt Lake City, Utah, he
shall bear all expenses related to the relocation, and shall be entitled to no
further compensation from Employer.
9. The remaining provisions of the Employment Agreement shall remain in full
force and effect. Reference is craved to the Employment Agreement for specific
terms and conditions thereof which are incorporated herein by reference, except
as amended by this Agreement.
IN WITNESS WHEREOF, intending to be legally bound hereby the parties
hereto have duly executed this Agreement as of the day and year above written.
ISG RESOURCES, INC. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
____________________ ____________________
By:_______________
Its:______________