exv10w33



 











EX-10.33




November 15, 2005




Michael P. Ryan

[Address on file with the Company]




Dear Michael:




     This will confirm the various discussions we have had regarding American Commercial Lines
Inc.’s interest in offering you employment for the position of Senior Vice President of Sales and
Marketing. Below is an outline of the compensation and benefits package that the company is
offering for your consideration:




Title: Senior Vice President of Sales and Marketing in Jeffersonville, Indiana.




Departmental Responsibilities: Develop and implement sales and marketing strategy,
both foreign and domestic, for American Commercial Lines Inc.




Base Annual Salary: $275,000




Bonus: Bonus opportunity of up to 65% of base salary at target measured by
achievement of company financial performance targets, and agreed departmental and personal
goals and objectives. In your first year (2005), you will be guaranteed a payout of up to
$165,000 which would be paid during the normal bonus payout period, usually in February.
The amount will be determined based on the payout performance from your previous employer.




Equity: This position will be eligible for equity grants as agreed and defined by
the Board of Directors in November. You will receive grants, based on the same formula
applied to other SVP’s, in 2005.




Vacation: Four (4) weeks.




Severance: The Company will provide (12) twelve months severance, paid semi-monthly
less applicable federal and state withholdings, if employment is involuntarily terminated
for (1) reduction in force; or, (2) job elimination; or, (3) release without fault. No
severance pay will be granted for separations that are the result of voluntary termination,
discharge for performance, death, retirement or permanent disability. The Bonus will be
prorated and paid in one lump sum, not to exceed 100% of payout, in the year of the
termination (based on company performance achievement at that time) if termination is
without cause.




Relocation: This offer is made to you with the understanding that you will relocate
from Skillman, New Jersey area to the Louisville area. ACL will provide you with a
relocation package that includes all reasonable and customary expenses (see attached
policy).




Pre-employment Drug Screen: This offer is contingent upon passing a company provided
drug screen and background and reference checks.



     Mike, ACL is very excited about offering you this leadership opportunity and the potential for
you to join our team. We believe you will make significant contributions toward our future
success.



 





					
	 	 	 	 	 
	1701 East Market Street
	 	Jeffersonville, IN 47130-4717
	 	Phone (812) 288-0100






 









 





Further, your acceptance of this offer is subject to final review and approval by the Compensation
Committee of the ACL Board of Directors. Please indicate your acceptance by signing in the space
provided below and returning directly to me.




Regards,









Nick Fletcher

Senior Vice President Human Resources



I accept the above offer of employment. I am not subject to any confidentiality or non-compete
agreement which would be violated by this new opportunity with American Commercial Lines Inc. or
that would restrict my ability to fully perform my job.




	 	 	 
	/s/ Michael P. Ryan
	 	11/16/05
	 
	 	 
	Michael P. Ryan
	 	Date






Cc: HR File