WWW.EXFILE.COM, INC. -- 888-775-4789 -- NORTH AMERICAN GALVANIZING AND COATINGS, INC. -- EXHIBIT 10.4 TO FORM 8-K

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    EXHIBIT 10.5

     

    
 

    FIRST AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT

    


    


    THIS
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT  (this “Amendment”)
is made and entered into on the 18th day of February, 2010, by and between North
American Galvanizing & Coatings, Inc., a Delaware corporation (“Employer”),
and Ronald J. Evans (“Employee”).

    


    RECITALS:

    


    A.           On
April 1, 2007, Employer and Employee entered into that certain Executive
Employment Agreement whereby Employer employed Employee as Chief Executive
Officer and President of Employer (the “Employment Agreement”);

    


    B.           Employer
and Employee wish to amend Section 1.1 of the Employment Agreement and extend
the Term of the Employment Agreement for one (1) year or until March
31,  2011;

    


    C.           Employer
and Employee wish to amend Section 2.4 of the Employment Agreement to
incorporate the Company’s 2009 Stock  Plan;

    


    NOW,
THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound, agree as
follows:

    


    1.           Recitals.  The
recitals set forth hereinabove are hereby incorporated herein by this reference
with the same force and effect as if fully hereinafter set forth.

    


    2.           Amendments to the Employment
Agreement.  The Employment Agreement is hereby amended as
follows:

    


    (a)           By
deleting Section  1.1 in its entirety and replacing it with the
following:

    


    “1.1.           Employer
agrees to employ Employee, and Employee agrees to be employed by Employer,
beginning as of the Effective Date and continuing for four (4) years or until
March 31, 2011 (the "Term"), subject to the terms and conditions of this
Employment Agreement.“

     

    
      (b)          
By
amending Section 2.4. as follows:

    

    


    Change  “2004
Incentive Stock Plan” to “2009 Incentive Stock  Plan”.

    


    3.           Effect of
Amendment.  Except as specifically amended hereby, the
Employment Agreement shall continue in full force and effect.

    
      
         

      

      
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    4.           Counterparts.  This
Amendment may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that
all such parties are not signatories to the original or same
counterpart.  Each party shall become bound by this Amendment
immediately upon affixing its signature hereto, independently of the signature
of any other party.

    


    IN
WITNESS WHEREOF, Employer and Employee have executed this Amendment the day and
year first above written.

     

     

    
      
        	 	      
                EMPLOYER:

              	 
	 	 	 
	 	 	 
	 	      
                NORTH
      AMERICAN GALVANIZING & COATINGS, INC.

              	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Linwood
      J. Bundy	 
	 	 	Linwood
      J. Bundy 	 
	 	 	Chairman
      Compensation Committee	 
	 	 	 	 
	 	      
                By:

              	/s/
      Joseph J. Morrow	 
	 	 	Joseph
      J. Morrow 	 
	 	 	Chairman
      of Board of Directors 	 
	 	 	 	 
	 	 	 	 
	 	      
                EMPLOYEE:

              	 
	 	 	 	 
	 	/s/
      Ronald J. Evans 	 
	 	Ronald
      J. Evans 	 
	 	 	 	 


      



     

    
      
         

      

      
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