Vice President of Finance Employment Agreement

EMPLOYMENT AGREEMENT


AGREEMENT made this 20th day of January, 1998, by and between MORTON INDUSTRIAL GROUP, INC., a Georgia corporation (the "Company"), and DARYL R. LINDEMANN (the "Executive").


W I T N E S S E T H:


WHEREAS, pursuant to a certain Agreement and Plan of Merger dated October 20, 1997 (the "Merger Agreement"), MLX CORP., a Georgia corporation ("MLX"), through a merger (the "Merger") of MORTON METALCRAFT HOLDING CO., a Delaware corporation ("Morton"), with and into MLX, whose name is being changed to MORTON INDUSTRIAL GROUP, INC., will acquire Morton; and


WHEREAS, the Executive was employed by Morton and, accordingly, the Company (as successor to the business of Morton) wishes to ensure the employment of the Executive with the Company and the Executive wishes to accept such employment upon the terms and conditions hereinafter set forth; and


WHEREAS, it is intended that the Company and its subsidiaries will be operationally combined under the management of WILLIAM D. MORTON, as the Company's Chairman and Chief Executive Officer ("Company CEO") with other companies which may be acquired by the Company (the Company and its subsidiaries, together with such other companies are collectively called the "Group");


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT


The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth.


2. TERM


(a) Subject to Sections 6 and 7 below and the other terms and conditions of this Agreement, the Executive's employment by the Company shall be for a term commencing on the date hereof and expiring on the close of business on December 31, 2000 (the "Initial Term"); provided, however, the term of the Executive's employment by the Company shall continue thereafter unless and until either party shall give to the other six months advance written notice of expiration of the term (a "Six Month Notice of Termination") (the Initial Term and the period, if any, thereafter,


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during which the Executive's employment shall continue are collectively referred to as the "Term"). Any Six Month Notice of Termination given under this paragraph 2(a) shall specify the date of expiration (which may not be earlier than December 31, 2000) and may be given at any time on or after June 30, 2000. Notwithstanding the foregoing provisions, the Company shall have the right at any time during the Initial Term to terminate the term of the Executive's employment by giving the Executive twelve months advance written notice of the termination of the Term (a "Twelve Month Notice of Termination"). The Company shall have the right at any time during any such six month or twelve month notice period to relieve the Executive of his offices, duties and responsibilities and to place him on a paid leave-of-absence status, provided that during such notice period the Executive shall remain a full-time employee of the Company and shall continue to receive his base salary compensation and other benefits as provided in this Agreement. The effective date of the termination of the Execu- tive's employment with the Company, regardless of the reason therefor, is referred to in this Agreement as the "Date of Termination".


(b) Upon termination of the employment of the Executive with the Company pursuant to a Six Month Notice of Termination or a Twelve Month Notice of Termination under paragraph 2(a) above, the Company shall pay the Executive, subject to appropriate offsets, as permitted by the applicable law, only for debts due from the Executive to the Company or another company with the Group (collectively, "Offsets"), for so long as the Executive is not in breach of his obligations to the Company under Section 8 hereof, his base salary compensation and any unused accrued vacation only through, and any unpaid reimbursement expenses outstanding as of, the Date of Termination. Any benefits to which the Executive or his beneficiaries may be entitled under the plans and programs described in Section 5 below, or any other applicable plans and programs in which he participated as an employee of the Company, shall be determined as of the Date of Termination in accordance with the terms of such plans and programs. In connection with the Executive's termination of employment pursuant to paragraph 2(a), except as provided in this paragraph 2(b), the Company shall have no further liability to the Executive or the Executive's heirs, beneficiaries or estate for damages, compensation, benefits, severance, indemnities or other amounts of whatever nature.


3. DUTIES AND RESPONSIBILITIES


(a) During the Term, the Executive shall have the position of Vice President of Finance, Secretary and Treasurer. The Executive shall assume similar positions at one or more members of the Group if requested to do so by the Company CEO. The Executive shall report to the Company CEO or such other officer of the Company as designated from time to time by the Company CEO at such times and in such detail as such officer shall reasonably require.


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(b) The Executive shall perform such duties and responsibilities customary to his office and as are reasonably necessary to the operations of the Company and the Group and as may be assigned to him from time to time by or under authority of the Board of Directors of the Company (the "Board") and the Company CEO, consistent with his positions as designated in paragraph 3(a) above.


(c) The Executive's employment by the Company shall be full-time and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his best efforts, and his skill and ability to promote the interests of the Group; (ii) carry out his duties in a competent and professional manner; and (iii) work with other employees of the Group in a competent and professional manner. Notwithstanding the foregoing, the Executive shall be permitted to engage in other business activities (as an active participant or a passive investor), including without limitation, serving on civic or charitable boards and committees and performing speaking engagements, provided that such activities are not rendered for a company which transacts business with any member of the Group or engages in business competitive with that conducted by any member of the Group (or, if such company does transact business with a member of the Group or does engage in a competitive business, it is a publicly held corporation and the Executive owns less than 1/4 of 1% of its outstanding shares) and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement.


(d) The Executive's services hereunder shall be performed at the offices of the Company in Morton, Illinois, subject to necessary travel requirements of his position and duties hereunder. The Executive shall not be required to relocate without his prior written consent.


4. COMPENSATION


As compensation for his services hereunder, the Company shall pay the Executive during the Term, in accordance with its normal payroll practices, direct salary compensation at an annual rate of $95,000, provided that such annual rate of salary compensation shall be increased by not less than $5,000 annually (but may not be decreased) under the authority of the Company CEO in accordance with the Company's general compensation policies.


5. EXPENSES; FRINGE BENEFITS


(a) The Company agrees to pay or to reimburse the Executive during the Term for all reasonable, ordinary and necessary vouchered business or entertainment expenses incurred in the performance of his services hereunder in accordance with the policy of the Company and the Group as from time to time in effect. The Executive, as a condition precedent to obtaining such payment


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or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Executive seeks payment or reimbursement, and any other information or materials, as the Company or the Group may from time to time reasonably require.


(b) During the Term, subject to the approval of the Company CEO, the Executive shall be eligible to participate in the incentive compensation plans of the Company as in effect from time to time.


(c) During the Term, the Executive and, to the extent eligible, his dependents, shall be entitled to participate in and receive all benefits under any welfare benefit plans and programs (including without limitation, medical, dental, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) now or hereafter provided by the Company which are applicable generally to the employees of the Company, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time.


(d) During the Term, the Executive shall be entitled to participate in all retirement plans and programs (including without limitation any profit sharing/401(k) plan) which are applicable generally to the employees of the Company, subject, however, to generally applicable eligibility and other provisions of the various plans and programs in effect from time to time. In addition, during the Term, the Executive shall be entitled to receive fringe benefits and perquisites in accordance with the plans, practices, programs and policies of the Company from time to time in effect which are available generally to the officers of the Company and such other fringe benefits as may from time to time be approved in writing by the Company CEO.


(e) The Executive shall be entitled to vacation during each calendar year of the Term on a basis consistent with the pre-Merger vacation policy of Morton, to be taken at such time(s) as shall not, in the reasonable judgment of the Company CEO, materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many holidays, sick days and personal days as are in accordance with the Company's policy then in effect for its executive officers generally, upon such terms as may be provided its executive officers generally.


(f) The Executive and Morton are currently parties to an Executive Stock Option Agreement dated September 7, 1990, as amended (the "Executive Stock Option Agreement"), pursuant to which the Executive holds options to purchase 83,333 shares of Morton's stock (the "Pre-Merger Options"). Pursuant to a separate agreement to be entered into by and between the Executive and the Company, concurrently with the effective date of the Merger, the Company will purchase from the Executive certain of the Pre-Merger Options


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and the remaining Pre-Merger Options will be converted to options for Company shares (but will be adjusted to reflect the effects of the Merger). This Agreement is not otherwise intended to in any way modify or amend the Executive Stock Option Agreement which shall remain in full force and effect.


(g) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or reduce any employee benefit or perquisite enjoyed by the Executive pursuant to the provisions of paragraph 5(b), 5(c) 5(d) and 5(e) above, if such reduction is part of an across-the-board reduction applicable to all employees holding similar positions.


6. TERMINATION


(a) The Company, by direction of the Board or the Company CEO, shall be entitled to terminate the Term and to discharge the Executive for "cause" effective upon the giving of written notice. The term "cause" shall be limited to the following grounds:


(i) The Executive's failure or refusal to material- ly perform his duties and responsibilities as set forth in paragraph 3 hereof, or the willful failure of the Executive to devote all of his business time and attention exclusively to the business and affairs of the Company and the Group in accordance with the terms hereof, in each case if such failure or refusal is not cured within 30 days after written notice thereof to the Executive by the Company;


(ii) Use of alcohol or illegal drugs, interfering with the performance of the Executive's obligations under this Agreement, continuing after written warning;


(iii) Conviction in a court of law of, or entering a plea of guilty or no contest to, any felony or any crime involving dishonesty or theft;


(iv) The commission in bad faith by the Executive of any act which injures or could reasonably be expected to injure the reputation, business or business relationships of the Company or any other member of the Group, including without limitation, a willful or intentional breach of the provisions of Section 8 of this Agreement; and


(v) Any material breach (not covered by any of the clauses (i) through (v)) of any term, provision or condition of this Agreement, if such breach is not cured within 30 days after written notice thereof to the Executive by the Company (such notice to specify the specific nature of the claimed breach and the manner in which the Company requires such breach to be cured).


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In any case where warning or notice to the Executive is required under this Section 6(a), such warning or notice shall identify with reasonably specificity the conduct relied ...