AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 2 (this "Amendment") dated as of December 20,
2002 by and between United Industrial Corporation, a Delaware corporation,
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W I T N E S S E T H :
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WHEREAS, the parties hereto are parties to that certain
Employment Agreement dated December 8, 1998, as amended pursuant to Amendment
No. 1 thereto dated June 1, 2001 (the "Employment Agreement"), and they desire
to further amend the Employment Agreement as provided herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Section 2 of the Employment Agreement is hereby
amended in its entirety to read as follows:
"2. Term; Termination.
(a) Subject to Employee being employed by Employer as its
Chief Executive Officer on December 31, 1998, the employment of Employee
hereunder shall be effective and shall commence on January 1, 1999 (the
"Effective Date") and shall terminate as of the close of business on July 31,
2003; provided, that Employer shall have the right to extend the termination
date of the employment of Employee hereunder for a period not to exceed five
months upon at least 60 days prior written notice to Employee. The date upon
which the employment of Employee hereunder terminates is referred to herein as
the "Termination Date". The period from the Effective Date through the
Termination Date is referred to herein as the term of this Agreement.
(b) Upon the Termination Date or at any time thereafter, at
the request of the Board of Directors of Employer, Employee shall resign as a
director of Employer."
2. Section 4(a)(i) of the Employment Agreement is hereby
amended in its entirety to read as follows:
"(i) Employee shall receive a salary at the rate of (x) four
hundred forty thousand dollars ($440,000) per annum, commencing as of the
Effective Date and until June 30, 2001, (y) five hundred twenty-eight thousand
dollars ($528,000) per annum commencing as of July 1, 2001 and until December
31, 2002, and (z) seven hundred ninety two thousand dollars ($792,000) per
annum, commencing as of January 1, 2003 and until the Termination Date, in each
case payable in accordance with Employer's normal payroll practices. Such salary
shall be subject to annual review by Employer's Board of Directors and, at the
discretion of the Board, may be increased, but not decreased below such amount.
Employee shall also be eligible to receive a 2002 annual bonus as may be granted
by Employer's Board of Directors pursuant to Employer's Performance Sharing Plan
("PSP") formula, but is not eligible to receive a PSP bonus for services in
2003.
3. Section 4(b) of the Employment Agreement is hereby
amended in its entirety to read as follows:
"(b) Employee Benefit Plans. During the term of this
Agreement, Employee shall be eligible to participate in any life insurance,
medical, retirement, pension or profit-sharing, disability or other benefit
plans or arrangements now or hereafter generally made available by Employer or
AAI to executive employees of Employer or AAI to the extent Employee qualifies
under the provisions of any such plans. Subject to the foregoing, Employer and
AAI shall have the right to change insurance companies and modify insurance
policies covering employees of Employer and AAI. Employer agrees to provide (or
to cause AAI to provide) medical coverage to Employee after retirement at age 67
consistent with such coverage then provided to Employer's executive employees
under Employer's plan. Such coverage shall be provided either through Employer's
or AAI's plan or a private plan, at Employer's option, but only if and to the
extent Employee does not receive such coverage from another source."
4. Except as amended hereby, the Employment Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
5. This Amendment may be executed in one or more counterparts,
each which shall constitute an original and all of which together shall
constitute one agreement.
6. This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without regard
to its conflict of laws principles.
IN WITNESS WHEREOF, this Amendment No. 2 has been duly
executed by the parties hereto as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 3 (this "Amendment") dated as of December 20, 2002 by and
between United Industrial Corporation, a Delaware corporation, and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the parties hereto are parties to that certain
Employment Agreement dated December 8, 1998, as amended pursuant to Amendment
No. 1 thereto dated as of June 1, 2001 and Amendment No. 2 thereto dated as of
December 20, 2002 (the "Employment Agreement"), and they desire to further amend
the Employment Agreement as provided herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Section 4(a)(ii) of the Employment Agreement is hereby amended by
replacing the first paragraph thereof with the following:
"If during the term of this Agreement Employee's employment ceases for
any reason other than "for cause," death, disability or Employee's voluntary
departure (other than for "Good Reason" as defined below), Employee shall be
entitled to continue to receive his salary at the rate of $792,000 per year
through July 31, 2003, payable in accordance with the normal payroll practices
of Employer."
2. Except as amended hereby, the Employment Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
3. This Amendment may be executed in one or more counterparts, each
which shall constitute an original and all of which together shall constitute
one agreement.
4. This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of New York, without regard to its
conflict of laws principles.
[Signatures Follow]
IN WITNESS WHEREOF, this Amendment No. 3 has been duly
executed by the parties hereto as of the day and year first above written.
UNITED INDUSTRIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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