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CHRISTOPHER A. BLACK EMPLOYMENT AGREEMENT

Employment Agreement

CHRISTOPHER A. BLACK

EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

American Commercial Lines Inc

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Title: CHRISTOPHER A. BLACK EMPLOYMENT AGREEMENT
Governing Law: Indiana    

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EXHIBIT 10.6

CHRISTOPHER A. BLACK

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of February

22, 2005 (the "Effective Date"), by and between American Commercial Lines Inc.,

a Delaware corporation (the "COMPANY"), and Christopher A. Black (the

"EXECUTIVE").

WHEREAS, the Company wishes to offer employment to the Executive,

and the Executive wishes to accept such offer, on the terms set forth below.

WHEREAS, the Executive acknowledges and understands that, during the

course of his employment by the Company, the Executive will become familiar with

certain Confidential Information (as defined below) of the Company and its

subsidiaries and affiliates which is exceptionally valuable to the Company and

vital to the success of the Company's Business (as defined below).

WHEREAS, the Company and Executive desire to protect such

Confidential Information from disclosure to third parties or use of such

information to the detriment of the Company.

Accordingly, the parties hereto agree as follows:

1. Term. The Company hereby employs the Executive, and the Executive

hereby accepts such employment for an initial term commencing as of the date

hereof and ending on the third anniversary of the Effective Date, unless sooner

terminated in accordance with the provisions of Section 4 or Section 5 (the

period during which the Executive is employed hereunder being hereinafter

referred to as the "Term"). The Term shall be subject to one-year renewals at

the written election of the Company. In the event that the Company elects to

renew this Agreement, notice shall be provided to the Executive in accordance

with Section 8.4 hereof at least ninety (90) days prior to the end of any such

Term. Notwithstanding the employment of the Executive by the Company, the

Company shall be entitled to pay the Executive from the payroll of any

subsidiary of the Company.

2. Duties. During the Term the Executive shall serve as Senior Vice

President, Chief Financial Officer of the Company. The Executive shall

faithfully perform for the Company the duties of said office and shall perform

such other duties of an executive, managerial or administrative nature

consistent with those of such office as shall be specified and designated from

time to time by the Chief Executive Officer. The Executive agrees to devote his

entire business time, attention and energies to the business and interests of

the Company during the Term of this Agreement and any extension thereof.

Executive shall not engage in any activities which will interfere with the

performance of his duties with the Company or which knowingly present a conflict

of interest. During the Executive's employment with the Company, Executive may

serve on the boards of directors of up to one (1) other for-profit entity and

three (3) other not-for-profit or charitable entities and may pursue passive

investments; provided that

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such activities do not unreasonably interfere with his duties and

responsibilities hereunder or create a conflict of interest with the Company;

and further provided that, with respect to serving on the boards of directors of

entities other than charitable organizations and not-for-profit corporations,

the Executive shall obtain the prior written consent of the Board or authorized

committee thereof. The Board may delegate its authority to take any action under

this Agreement to the Compensation Committee of the Board (the "Compensation

Committee").

3. Compensation.

3.1 Salary. The Company shall pay to the Executive during the Term

a base salary at no less than the rate of $275,000 per annum (the "Base

Salary"), in accordance with the customary payroll practices of the Company

applicable to senior executives generally. The Base Salary shall be reviewed

annually, commencing with the first anniversary of the Effective Date, and may

be increased (but not decreased) to such greater amount as may be approved by

the Board (after consideration of the recommendation of the Compensation

Committee) and, upon such increase, the increased amount shall thereafter be

deemed to be the Base Salary for purposes of this Agreement.

3.2 Bonus. The Compensation Committee shall review Executive's

performance at least annually during each year of the Term and cause the Company

to award Executive a cash bonus with a target of 65% of his Base Salary which

the Compensation Committee shall reasonably determine as fairly compensating and

rewarding Executive for services rendered to the Company and/or as an incentive

for continued service to the Company. The amount of Executive's cash bonus shall

be determined upon approval by the Board (after consideration of the

recommendation of the Compensation Committee) and shall be dependent upon, among

other things, the achievement of certain performance targets mutually agreed by

the Executive and the Board (after consideration of the recommendation of the

Compensation Committee).

3.3 Equity Awards.

(a) Restricted Stock. Pursuant to the American Commercial

Lines Inc. Equity Award Plan for Employees, Officers and Directors, adopted by

the Board on January 10, 2005, the Company shall grant to the Executive 14,018

shares of common stock (the "Restricted Stock"), representing approximately one

quarter per cent (0.25%) of the issued and outstanding shares of common stock of

the Company ("Common Stock") as of the Effective Date. The Restricted Stock

shall be restricted and non-transferable, as set forth in the Restricted Stock

Award Agreement, in the form attached hereto as Exhibit A. Executive shall be

entitled only to such rights with respect to the Restricted Stock, as are set

forth in the Restricted Stock Award Agreement. The restrictions upon the

Restricted Stock shall lapse and Executive shall acquire "ownership" of the

Restricted Stock on a pro rata basis over a period of three (3) years from the

date of grant. Any future awards of restricted stock, if any, shall be subject

to performance-based vesting requirements.

(b) Stock Options. Pursuant to the American Commercial Lines

Inc. Equity Award Plan for Employees, Officers and Directors, adopted by the

Board on January 10,

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2005, the Company shall grant to the Executive options to purchase 14,018 shares

of Common Stock (the "Options"), representing approximately one quarter per cent

(0.25%) of the issued and outstanding shares of Common Stock as of the Effective

Date with an exercise price per share equal to the fair market value of a share

of Common Stock on the Effective Date. For purposes hereof, as determined by the

bankruptcy court, upon emergence from Chapter 11 proceedings, the "fair market

value" of the Common Stock means $16.65 per share. The Options shall be

restricted and non-transferable, as set forth in the Stock Option Agreement, in

the forms attached hereto as Exhibits B-1 and B-2. To the extent permitted by

applicable law, the Options shall be incentive stock options in each year and,

with respect to any Options that are vested, shall be exercisable for the

applicable periods set forth in the Stock Option Agreement. The term of the

Options shall be for a period of ten (10) years following the date of the grant

of the Options hereunder, shall vest on a pro rata basis over a period of three

(3) years following the date of grant, shall be exercisable, to the extent

vested, for the periods set forth in the Stock Option Agreement, and shall be

subject to such other terms and conditions not inconsistent with the terms of

this Agreement as are set forth in the Stock Option Agreement to be executed by

the Company and Executive and as determined by the Compensation Committee.

Executive shall not be entitled to any rights with respect to the Common Stock

underlying the Options, including the right to vote or receive dividends or

distributions with respect to any of the Common Stock underlying the Options,

until such Options (or any portion thereof) have been exercised. Any future

awards of options, if any, shall be subject to performance-based vesting

requirements.

3.4 Return and/or Forfeiture of Performance-Based Payments or

Awards. Notwithstanding any other provision in this Agreement or in the Stock

Option Agreement or Restricted Stock Award Agreement, to the extent applicable

and in the event that pursuant to the terms or requirements of the

Sarbanes-Oxley Act of 2002 or of any applicable laws, rules or regulations

promulgated by the Securities and Exchange Commission or any listing

requirements of any stock exchange or stock market on which any securities of

the Company trade, from time to time, and in the event any bonus payment, stock

award or other payment is based upon the satisfaction of financial performance

metrics which are subsequently reversed due to a restatement or reclassification

of financial results of the Company or any subsidiary or affiliate, then any

payments made or awards granted shall be returned and forfeited to the extent

required and as provided by applicable laws, rules, regulations or listing

requirements. The awards made as of the date of this Agreement pursuant to

Section 3.3 of this Agreement are not subject to this Section 3.4. This Section

3.4 shall survive any expiration or termination of this Agreement for any

reason.

3.5 Benefits - In General. The Executive shall be permitted during

the Term to participate in any group life, hospitalization or disability

insurance plans, health programs, pension and profit sharing plans and similar

benefits that may be available to other senior executives of the Company

generally, on the same terms as may be applicable to such other executives.

3.6 Vacation. During the Term, the Executive shall be entitled to

vacation of not less than four (4) weeks per year.

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3.7 Disability Benefits. During the Term, the Executive shall be

entitled to long-term disability coverage providing benefits (to continue for

such period as is provided in the applicable disability plan or program, as

amended from time to time) equal to 60% of Base Salary up to a maximum of

$15,000 per month in the case of a covered disability.

3.8 Expenses. The Company shall pay or reimburse the Executive for

all travel, lodging, meals, entertainment or any other similar expenses incurred

by Executive in connection with the performance of Executive's duties hereunder

upon receipt of documentation therefor in accordance with the Company's regular

reimbursement procedures and practices in effect from time to time.

3.9 Relocation Expenses. In accordance with the Company's

Relocation Policy, a copy of which has been provided to Executive, the Company

shall reimburse the Executive for the customary and reasonable relocation

expenses that he and his family incur in moving their residence to the

Jeffersonville, Indiana area. As an exception to the Company's Relocation

Policy, the Company will allow an extension of time for temporary housing

through June 4, 2005 with an additional 30 days if needed.

4. Termination upon Death or Disability. If the Executive dies

during the Term, the obligations of the Company to or with respect to the

Executive shall terminate in their entirety except as otherwise provided under

this Section 4. If the Executive becomes eligible for disability benefits under

the Company's long-term disability plans and arrangements (or, if none apply,

would have been so eligible under the most recent plan or arrangement), the

Company shall have the right, to the extent permitted by law, to terminate the

employment of the Executive upon notice in writing to the Executive and such

termination in and of itself shall not be, nor shall it be deemed to be, a

breach of this Agreement; provided, that, the Company will have no right to

terminate the Executive's employment if, in the opinion of a qualified physician

reasonably acceptable to the Company, it is reasonably certain that the

Executive will be able to resume the Executive's duties on a regular full-time

basis within 90 days of the date the Executive receives notice of such

termination.

Upon death or other termination of employment by virtue of

disability, (i) the Executive (or the Executive's estate or beneficiaries in the

case of the death of the Executive) shall have no right to receive any

compensation or benefit hereunder on and after the Effective Date of the

termination of employment other than Base Salary and other benefits, including

payment for accrued but unused vacation (but excluding any bonuses except as

provided in the bonus plan or in clause (ii) below) earned and accrued under

this Agreement prior to the date of termination (and reimbursement under this

Agreement for expenses incurred but not paid prior to the date of termination);

(ii) all equity awards held by the Executive shall become fully vested and

exercisable; and (iii) this Agreement shall otherwise terminate upon such death

or other termination of employment and there shall be no further rights with

respect to the Executive hereunder (except as provided in Section 7.8). For the

avoidance of doubt, the Executive acknowledges and agrees that the payments set

forth in this Section 4 constitute liquidated damages for termination of his

employment during the Term upon death.

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5. Other Terminations of Employment.

5.1 Termination for Cause; Termination of Employment by the

Executive Without Good Reason.

(a) For purposes of this Agreement, "Cause" shall mean that

the Executive has:

(i) been convicted of, or plead nolo contendere to, a

felony or crime involving moral turpitude or an indictment for

any felony or misdemeanor involving moral turpitude, if such

indictment is not discharged or otherwise resolved within 18

months; or

(ii) committed an act of personal dishonesty or fraud

involving personal profit in connection with the Executive's

employment by the Company; or

(iii) committed a material breach of any material

covenant, provision, term, condition, understanding or

undertaking set forth in this Agreement, including, without

limitation, the provisions contained in Sections 7.1, 7.2, 7.3

or 7.4 hereof; or

(iv) committed an act which the Board has found to have

involved willful misconduct or gross negligence on the part of

the Executive; or

(v) failed or refused to substantially perform the

lawful duties of his employment in any material respect; or

(vi) failed to comply with the lawful material written

rules and material policies of the Company in any material

respect, as determined by the Board of Directors;

provided, however, that no termination under clause (iii), (iv), (v) or

(vi) above shall be effective unless Executive shall have first received

written notice describing in reasonable detail the basis for the

termination and within fifteen (15) days following delivery of such notice

Executive shall have failed to cure such alleged behavior constituting

"cause"; provided, further, that this notice requirement prior to

termination shall be applicable only if such behavior or breach is capable

of being cured.

(b) "Good Reason" shall mean the resignation of the

Executive from employment with the Company following the occurrence of one or

more of the events set forth in clauses (i) through (iv) below without the prior

written consent of the Executive, provided that, in connection with any event or

events specified in clauses (i) through (iv) below, (1) Executive delivers

written notice to the Company of his intention to resign from employment due to

one or more of such events, which notice specifies in reasonable detail the

circumstances claimed to provide the basis for such resignation, and (2) such

event or events are not cured by the Company

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within fifteen (15) days following delivery of such written notice:

(i) any reduction in Executive's annual rate of Base

Salary;

(ii) any removal by the Company of Executive from his

position indicated in Section 2 or the assignment to Executive

of duties and responsibilities materially inconsistent and

adverse with the duties indicated in Section 2, except in

connection with termination of Executive's employment for

Cause or disability (pursuant to Section 4 hereof);

(iii) the Company's failure to comply with any of the

material terms of this Agreement; or

(iv) the occurrence of a Change in Control pursuant to

which the Company or any successor company, as the case may

be, does not agree, as of the date of such Change in Control,

to assume this Agreement.

(c) The Company may terminate the Executive's employment

hereunder for Cause and such termination in and of itself shall not be, nor

shall it be deemed to be, a breach of this Agreement. If the Company terminates

the Executive for Cause, (i) the Executive shall have no right to receive any

compensation or benefit hereunder on and after the Effective Date of the

Termination of employment other than Base Salary and other benefits, including

payment for accrued but unused vacation (but excluding any bonus) earned and

accrued under this Agreement prior to the Effective Date of the Termination of

employment (and reimbursement under this Agreement for expenses incurred but not

paid prior to the Effective Date of the Termination of employment); and (ii)

this Agreement shall otherwise terminate upon such termination of employment and

the Executive shall have no further rights hereunder (except as provided in

Section 7.8). For purposes of this Section 5.1(c), the "Effective Date of the

Termination" shall mean the date on which a notice of termination is given or

any later date (within thirty (30) days after the giving of such notice) set

forth in such notice of termination.

(d) The Executive may terminate his employment

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