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EXHIBIT 10.5
SECOND AMENDMENT AND SUPPLEMENT
TO TERMINATION BENEFITS AGREEMENT
This Second Amendment and Supplement to Termination Benefits
Agreement dated as of January 18, 2005 (this "Amendment and
Supplement"),
further amends and supplements that certain Termination Benefits
Agreement made
and entered into as of December 22, 2003 (the "Agreement") by
and among American
Commercial Lines LLC (the "Company") and its affiliates American
Commercial
Barge Line LLC ("ACBL"), American Commercial Lines International
LLC ("ACLI")
and Jeffboat LLC ("Jeffboat") and W. N. Whitlock ("Employee")
and amended
pursuant to that certain First Amendment and Supplement dated as
of April 30,
2004.
RECITALS
A. Employee currently serves as Senior Vice President of
Operations of ACBL, as President and Chief Operating Officer of
the Company and
as a member of the Company's Board of Managers.
B. On January 10, 2005, the Board of Directors of American
Commercial Lines, Inc. ("ACL Inc."), the Company's parent,
approved the American
Commercial Lines Inc. Equity Award Plan for Employees, Officers
and Directors
(the "Plan"), which authorizes the award of equity interests in
ACL Inc. to
employees, officers and directors of ACL Inc. and its
subsidiaries.
C. ACBL and the Company and Employee desire that Employee
shall
be entitled to receive awards under the Plan.
D. The Company, ACBL, ACLI and Jeffboat and Employee desire
to
amend and supplement the terms of the Agreement and to continue
their
relationship under the Agreement as modified by the provisions
of this Amendment
and Supplement.
AMENDMENT
In consideration of the foregoing, the mutual covenants
herein
contained and the mutual benefits herein provided, the Company,
ACBL, ACLI, and
Jeffboat, and Employee hereby agree to amend and supplement the
Agreement as
follows:
1. Effective as of the date hereof, ACBL shall increase
Employee's base salary to Three Hundred Thousand Dollars
($300,000) on an
annualized basis. ACBL shall have the right to review the base
salary
periodically to determine, at the discretion of ACBL, whether
the base salary
should be adjusted and, if so, the amount of such adjustment and
the time at
which the adjustment should take effect.
2. Employee shall be entitled to be granted 28,036 shares of
common stock (the "Restricted Stock"), representing
approximately one half per
cent (0.50%) of the issued and outstanding shares of common
stock of ACL Inc.
("Common Stock") as of the date hereof. 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. Employee shall be
entitled only to such
rights with respect to the Restricted Stock, as are set forth in
the Restricted
Stock Award
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Agreement. The restrictions upon the Restricted Stock shall
lapse
and Employee 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 a
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