exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     D3 Technologies Inc., a California corporation (“Corporation”), a wholly owned subsidiary of
LMI AEROSPACE, INC. (“Parent”), a Missouri corporation, and Richard L. Johnson (“Employee”) hereby
agree as follows



     1. Employment. The Corporation hereby employs Employee, and Employee accepts employment
from the Corporation, upon the terms and conditions hereinafter set forth. Any and all employment
agreements heretofore entered into between the Corporation and Employee are hereby terminated and
cancelled, and each of the parties hereto mutually releases and discharges the other from any and
all obligations and liabilities heretofore or now existing under or by virtue of any such
employment agreements, it being the intention of the parties hereto that this Agreement, effective
immediately, shall supersede and be in lieu of any and all prior employment agreements between
them.



     2. Term of Employment.



          (A) The initial term of Employee’s employment under this Agreement shall commence on
November 1, 2010 and shall terminate on January 1, 2014; provided, however, that this Agreement
shall be automatically extended for additional terms of one year each unless not later than October
31 of any year beginning in 2013, either party has given written notice to the other party of its
or his intention not to extend the term of this Agreement; and provided, further, that the term of
employment may be terminated upon the earlier occurrence of any of the following events:




          (1) Upon the termination of the business or corporate existence of the Corporation;




          (2) At the Corporation’s option, in the event the Corporation determines that
Employee has substantially failed to perform the duties required of him hereunder




          (3) Upon the death of the Employee;




          (4) At the Corporation’s option, if Employee shall suffer a permanent disability;
(For the purposes of this Agreement, “permanent disability” means any physical or mental
impairment that renders the Employee unable for a period of six (6) months or more to
perform the essential job functions of his position, even with reasonable accommodation, as
determined by a physician selected by the Corporation.) The Employee acknowledges and
agrees that he shall voluntarily submit to a medical or psychological examination for the
purpose of determining his continued fitness to perform the essential functions of his
position whenever requested to do so by the Corporation. If the Corporation elects to
terminate the employment relationship on this basis, the Corporation shall notify the
Employee or his representative in writing and the termination shall become effective on the
date that such notification is given;



 









 






          (5) At the Corporation’s option, upon ten (10) calendar days’ written notice to
Employee, in the event of any material breach or default by Employee of any of the terms of
this Agreement or of any of Employee’s duties or obligations hereunder. In lieu of
providing ten (10) calendar days’ advance written notice, the Corporation, at its sole
option, may terminate the Employee’s services immediately and pay him an amount that is
equivalent to ten (10) calendar days of his salary, less any deductions required by law;




          (6) At the Corporation’s option, without any advance notice, in the event that the
Employee engages in conduct which, in the judgment of the Corporation (provided such
judgment is not arbitrarily or capriciously exercised), (1) constitutes dishonesty of any
kind (including, but not limited to, any misrepresentation of facts or falsification of
records) in Employee’s relations, interactions or dealings with the Corporation or its
customers; (2) constitutes a felony; (3) potentially may or will expose the Corporation to
public disrepute or disgrace, or potentially may or will cause harm to the customer
relations, operations or business prospects of the Corporation; (4) constitutes harassment
or discrimination towards any person associated with the Corporation, whether an employee,
agent or customer, based upon that person’s race, color, national origin, sex, age,
disability, religion, or other protected status; (5) reflects disruptive or disorderly
conduct, including but not limited to, acts of violence, fighting, intimidation or threats
of violence against any person associated with the Corporation, whether an employee, agent
or customer, or possessing a weapon while on the Corporation’s premises or while acting on
behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the
Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a
willful violation of any governmental rules or regulations; or




          (7) At the Employee’s option, after providing the Corporation with at least thirty
(30) calendar days advance written notice of his intention to terminate the employment
relationship.




          If employment is terminated for any of the reasons set forth in subparagraphs (3)
through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary
(as that term is hereinafter defined) accrued but unpaid as of the date of the termination
and shall be ineligible to receive any additional compensation or severance pay. If, on the
other hand, employment is terminated by the Corporation during the term of this Agreement
for any reason other than those set forth in paragraphs (3) through (7) of this section
2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the
Corporation shall provide severance pay to Employee in an amount based upon his length of
service with the Corporation. Specifically, the Corporation shall provide Employee with six
(6) months of Base Salary if he has less than five (5) years of service with the Corporation
as of the date of his termination and with twelve (12) months of Base Salary if he has five
(5) or more years of service with the Corporation as of the date of his termination. Such
severance pay shall be paid in equal monthly installments commencing immediately after the
termination. Notwithstanding the foregoing, if at the time of Employee’s termination,
Employee is



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considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code,
and if any payment that Employee becomes entitled to under this Agreement would be
considered deferred compensation subject to Section 409A of the Code, then no such payment
shall be payable prior to the date that is earlier of (1) six months and one day after
Employee’s termination, or (2) Employee’s death, and the initial payment shall include a
catch-up payment covering amounts that would otherwise have been paid during the six-month
period but for application of this provision.




     (B) If employment is terminated in conjunction with a change in the control of the
Corporation or the Parent or in conjunction with the sale of substantially all of the
operating assets of the Corporation or the Parent, the Corporation will provide Employee
with severance pay under the circumstances specified in subparagraphs (1) and (2) of this
paragraph (B), and the conditions set forth in paragraphs 2(C) and (D) of this Agreement.
For the purposes of this Agreement, a “change in control” is defined as the sale of
substantially all of the operating assets of the Corporation or the Parent or the
acquisition of more than fifty percent (50%) of the stock of the Corporation or the Parent
by a group of shareholders or an entity which acquires control of the Corporation or the
Parent (a “Purchaser”).




          (1) If the change in control or the sale results in the involuntary termination of
Employee or results in the Employee electing to terminate his employment for Good Reason
(as defined in paragraph 2(E)), the Corporation shall provide Employee with severance pay
in an amount that is equal to two times his annual Base Salary and shall pay Employee any
reasonably anticipated Performance Bonus for the fiscal year in which he was terminated on
a prorated basis.




          (2) If Employee voluntarily terminates his employment without Good Reason (as
defined in paragraph 2(E)) within ninety (90) days after the change in control or the sale,
the Corporation shall provide Employee with six (6) months of Base Salary if he has less
than five (5) years of service with the Corporation as of the date of his termination and
with twelve (12) months of Base Salary if he has five (5) or more years of service with the
Corporation as of the date of his termination.




     (C) The severance pay provided for in section 2(B) of this Agreement shall be paid
in equal monthly installments commencing immediately after the termination. Notwithstanding
the foregoing, if at the time of Employee’s termination, Employee is considered a ‘specified
employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that
Employee becomes entitled to under this Agreement would be considered deferred compensation
subject to Section 409A of the Code, then no such payment shall be payable prior to the date
that is earlier of (1) six months and one day after Employee’s termination, or (2)
Employee’s death, and the initial payment shall include a catch-up payment covering amounts
that would otherwise have been paid during the six-month period but for application of this
provision. For purposes of calculating the present value of the severance pay, the discount
rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation
elects to pay the present value of the severance pay in a lump sum.



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     (D) Notwithstanding anything to the contrary, (i) the amount of severance pay
provided under this Agreement shall not under any circumstances exceed the limitations set
forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay
provided for in this section 2 shall be conditioned on Employee’s execution of a written
release satisfactory to the Corporation.




     (E) For the purposes of paragraph 2(B), “Good Reason” shall mean the occurrence of
any of the following events: (1) a significant reduction of Employee’s duties, authority or
responsibilities relative to Employee’s duties, authority or responsibilities as in effect
immediately prior to such reduction; (2) the Purchaser requiring Employee to relocate his
primary work office to a facility or location more than fifty (50) miles from Employee’s
then-present location; or (3) the Purchaser refusing to offer full time employment to
Employee on terms comparable to those provided by the Corporation prior to the acquisition.




     (F) Any severance payment made under the terms of this agreement shall be
contingent upon the execution of a severance agreement and a release of claims between the
Employee and the Corporation.



     3. Compensation.



     (A) During the period from November 1, 2010 to December 31, 2011, the Corporation shall
compensate Employee for Employee’s services rendered hereunder by paying to Employee the annual
salary (the “Base Salary”) of Three Hundred Thousand Dollars ($300,000.00), less any authorized or
required payroll deductions. During the period from January 1, 2012 to December 31, 2012, the
Employee’s Base Salary shall be Three Hundred Nine Thousand Dollars ($309,000.00), less any
authorized or required payroll deductions. During the period from January 1, 2013 to December 31,
2013, the Employee’s Base Salary shall be Three Hundred Eighteen Thousand Dollars ($318,000.00),
less any authorized or required payroll deductions. Thereafter, as long as this Agreement remains
in effect, the annual Base Salary that the Corporation shall pay to the Employee for his services
rendered hereunder will be Three Hundred Eighteen Thousand Dollars ($318,000.00), less any
authorized or required payroll deductions. Payment of this salary will be made in accordance with
the payroll policies of the Corporation in effect from time to time.



     (B) The Corporation shall pay to Employee a signing bonus of One Hundred Thousand Dollars
($100,000.00), less any authorized or required payroll deductions, payable as follows: Fifty
Thousand ($50,000.00) upon the commencement of employment; and Fifty Thousand ($50,000.00) six
months after Employee’s commencement of employment, provided the Employee is employed at that time.



     (C) With respect to each complete fiscal year of the Corporation after 2010 during which
(i) the Employee is employed under the terms of this Agreement as of the first day of the following
fiscal year, and (ii) the Corporation’s “Annual Income from Operations” (as that term



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is hereinafter defined) is more than Three Million Dollars ($3,000,000.00), the Corporation shall
pay to Employee, in addition to the Base Salary, an annual “Performance Bonus”.




               (1) The amount of the 2011, 2012, and 2013 Performance Bonus (if any) shall be calculated
in a manner consistent with the past practice of the Corporation, but awarded in the sole
discretion of the Chief Executive Officer of the Parent, with the consent of the Compensation
Committee and the Board of Directors of the Parent, shall be equal to Seven Tenths of One Percent
(0.7%), Eight and One-Half Tenths of One Percent (0.85%), and One Percent (1.00%) of the
Corporation’s Annual Income from Operations, respectively.



     For purposes of the calculation of the Performance Bonus, the Corporation’s “Annual Income
from Operations” means the consolidated Income from Operations of the Corporation and its
subsidiaries, for a given fiscal year, as determined by the firm of independent certified public
accountants providing auditing services to the Corporation, using generally accepted accounting
principles consistently applied, and calculated without regard to (a) federal and state income tax,
(b) any interest expense or other income and expense as they appear on the Corporation’s annual
audited financial statements, and (c) any income or loss attributable to any other corporation or
entity (including the assets of a corporation or entity that constitute an operating business)
acquired by or merged into the Corporation subsequent to the effective date of this Agreement.
Annual Income from Operations may be further adjusted by the Corporation in a manner that is
consistent with past practice as applicable to all employees eligible to receive a performance
bonus based on Annual Income from Operations. The Corporation shall pay to Employee any
Performance Bonus due the Employee hereunder not later than fifteen (15) days after the receipt by
the Corporation of its annual audited financial statements, which the Corporation expects to
receive within ninety (90) days after the end of each fiscal year of the Corporation.



     (D) In addition to the Base salary and Performance Bonus (if any), Employee shall be
entitled to receive such bonus compensation as the Board of Directors of the Parent may authorize
from time to time. However, for the fiscal year 2010, the Corporation shall pay Employee a
performance bonus of Fifty Thousand Dollars ($50,000.00) payable not later than (15) days after the
receipt by the corporation of its 2010 audited financial statements.



     (E) Except for fiscal year 2010, the Parent retains the right to modify or adjust the
manner in which the Performance Bonus is calculated in the event that the Corporation or Parent
either acquires the assets of another entity, or any portion thereof, or sells its assets, or any
portion thereof, to another entity.



     (F) Notwithstanding anything to the contrary in this Section 3 or elsewhere herein, in
accordance with Parent’s incentive payment clawback policy (“Clawback Policy”), a copy of which is
attached hereto as Exhibit 1, if, within thirty six (36) months preceding the date on which an
accounting restatement is required to be made by Parent due to the material non-compliance with any
financial reporting requirements under the securities laws of the United States (“Restatement”),
then, in such event, the Corporation shall recover the amount by which the amount of
“incentive-based compensation” within the meaning of such term for purposes of the Dodd-Frank
Clawback Provision (defined below) paid to Employee during such three-year



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period (“Payment Amount”) exceeds the amount that would have been paid to the Employee had such
incentive-based compensation been calculated based upon such restated results (“Excess Payment
Amount”). Executive hereby agrees that he shall promptly repay to the Corporation the Excess
Payment Amount received by Employee pursuant to this Agreement. Employee acknowledges his
understanding that no misconduct on the part of Employee is required to trigger his obligation to
pay such Excess Payment Amount so that such requirement is applicable regardless of whether any
action or inaction on his part led to or was in any way responsible for the Restatement triggering
his obligation to repay the Excess Payment Amount.




     Employee further acknowledges his understanding that the Clawback Policy of Parent was
designed to meet the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the “Dodd-Frank Clawback Provision”). Accordingly, to the extent of any
inconsistency between the Clawback Policy of Parent and the Dodd-Frank Clawback Provision, the
Dodd-Frank Clawback Provision shall prevail. Additionally, to the extent that future rules and
regulations are promulgated by the Securities and Exchange Commission or any other federal
regulatory agency that would add to, modify or supplement the Dodd-Frank Clawback Provision
(“Revision”), then the Clawback Policy of Parent shall be deemed modified to the extent required to
make the Parent’s Clawback Provision consistent with the Dodd-Frank Clawback Provision, giving
effect to such Revision, and that Parent’s Clawback Policy, as so revised, shall be deemed
applicable to this Section 3.



     4. Duties of Employee



     (A) Employee shall serve as President for the Corporation or in such other positions as
may be determined by the Board of Directors of the Parent, and Employee shall perform such duties
on behalf of the Corporation and its subsidiaries by such means, at such locations (subject to
paragraph 2(E)(2)), and in such manner as may be specified from time to time by the officers or
Board of Directors of the Parent.



     (B) Employee agrees to abide by and conform to all rules established by the Corporation
applicable to its employees.



     (C) Employee acknowledges that he is being employed as a full-time employee, and Employee
agrees to devote so much of Employee’s entire time, attention and energies to the business of the
Corporation as is necessary for the successful operation of the Corporation and shall endeavor at
all times to improve the business of the Corporation. Employee shall not accept any business
commitments other than with the Corporation without the advance written consent of the
Corporation’s President.



     5. Expenses. During the period of Employee’s employment, except as otherwise specifically
provided in this Agreement, the Corporation will pay directly, or reimburse Employee for, all items
of reasonable and necessary business expenses approved in advance by the Corporation if such
expenses are incurred by Employee in the interest of the business of the Corporation. The
Corporation shall also reimburse Employee for automobile expenses incurred by Employee in the
performance of Employee’s duties hereunder. The amount of such reimbursement shall be in
accordance with the automobile expense reimbursement policy adopted (and as it may be modified from
time to time) by the Parent’s Board of Directors. All



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such expenses paid by Employee will be reimbursed by the Corporation upon presentation by
Employee, from time to time (but not less than quarterly), of an itemized account of such
expenditures in accordance with the Corporation’s policy for verifying such expenditures.




     6. Fringe Benefits



     (A) Employee has agreed to provide his own health insurance at his own cost, and his
salary has been increased accordingly. Notwithstanding the foregoing, Employee shall be entitled
to participate in any dental, accident and life insurance program and other benefits which have
been or may be established by the Corporation. Employee shall be entitled to participate in any
dental, accident and life insurance program and other benefits on the same basis as other salaried
employees of the Corporation. However, should Employee elect to participate in the health
insurance program established by the Corporation, the Employee’s cost of participation will be the
full cost of the insurance to the Corporation, and his salary shall be decreased accordingly.



     (B) Employee shall be entitled to an annual vacation without loss of compensation for such
period as may be determined by the Board of Directors of the Parent.



     (C) The Corporation shall furnish to the Employee during the term of his employment an
automobile selected by the Corporation to aid the Employee in the performance of his duties. Upon
agreement of the Corporation and the Employee, the Corporation may, in lieu of the automobile,
provide the Employee with a Six Thousand Dollar ($6,000.00) annual automobile allowance.



     (D) Location: The location of Employee’s principle place of employment shall be in the
Corporations offices in San Diego, California, however Employee agrees to travel and perform
services outside of this area as necessary for the completion of his duties.



     7. Covenants of Employee.



          (A) The terms “Confidential Information” and “Trade Secrets” as used in this Agreement
mean any information which derives independent economic value, actual or potential, from not being
generally known to the public or to other persons who can obtain economic value from its disclosure
or use and is the subject of efforts that are reasonable under the circumstances to maintain its
secrecy. Confidential Information and Trade Secrets include, but are not limited to:



               (i) computer programs, software and firmware, system documentation, and data processing;



               (ii) marketing, sales, pricing, cost, and budgeting data;



               (iii) marketing, sales, and service proposals;



               (iv) business plans and projections;



               (v) management and recruiting practices;



               (vi) information regarding the development and performance of processes;



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               (vii) financial and business data relating to the Corporation or the Parent, including,
but not limited to, employee lists, salaries and benefits, personnel skills, training and
abilities, and management;



               (viii) customer contacts, proposals or agreements;



               (ix) customer cost and pricing information;



               (x) financial information; and



               (xi) customer lists and customer and prospective customer information.



          (B) During the term of Employee’s employment with the Corporation and for all time
thereafter, Employee covenants and agrees that Employee will not in any manner directly or
indirectly, except as required in Employee’s duties to the Corporation, disclose or divulge to any
person, entity, firm or company whatsoever, or use for Employee’s own benefit or the benefit of any
other person, entity, firm or company, directly or indirectly, any Confidential Information or
Trade Secrets, knowledge, documents, data, or other information, in whatever form maintained,
obtained by, or known to Employee as result of the employment relationship with Corporation and
Parent, the parties hereto stipulating, as between them that disclosure of the same to or use of
the same by third parties would greatly affect the effective and successful conduct of the business
of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this
subparagraph (B) shall be a material breach of this Agreement.



          (C) During the term of Employee’s employment with the Corporation and for a period of one
(1) year (the “Covenant Term”) after cessation for whatever reason of such employment (except as
hereinafter provided in subparagraph D of this paragraph 7), Employee covenants and agrees that
Employee will not in any manner directly or indirectly, either as an employee, employer, lender,
owner, technical assistant, partner, member, agent, principal, broker, advisor, consultant,
manager, shareholder, director, or officer, or in any other capacity, on Employee’s behalf or on
behalf of any person, firm, partnership, entity or corporation, or by any agent or employee:



               (i) use Trade Secrets or Confidential Information to call upon, solicit, contact, divert,
take away, do business with or attempt to call upon, solicit, contact, divert, take away or do
business with any customer of the Corporation or any potential customer of the Corporation. A
potential customer is any entity with which the Corporation or Employee had significant contacts in
an effort to obtain business.



               (ii) solicit the services of, interfere with the employment or business relationship of,
or endeavor to employ any employee or independent contractor of the Corporation who worked as an
Executive and/or Engineer at the Corporation within a period of one (1) year prior to the date of
termination of Employee’s employment with Corporation.



          (D) The parties agree that the Covenant Term provided for in the preceding subparagraph
(C) shall be:



               (i) reduced to six (6) months in the event all of the operating assets or all of the
common stock of the Corporation or the Parent is sold to any entity or individuals unaffiliated
with the Corporation or the Parent, its successors or assigns; or



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               (ii) eliminated if the business currently operated by the Corporation or the Parent is
terminated and the assets of the Corporation or the Parent are liquidated.



          (E) All the covenants of Employee contained in this paragraph 7 shall be construed as
agreements independent of any other provision of this Agreement, and the existence of any claim or
cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Corporation of these covenants.



          (F) It is the intention of the parties to restrict the activities of Employee under this
paragraph 7 only to the extent necessary for the protection of legitimate business interests of the
Corporation and the Parent, and the parties specifically covenant and agree that should any of the
provisions set forth therein, under any set of circumstances not now foreseen by the parties, be
deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to
the extent necessary for such protection.



          8. Documents. Upon cessation of Employee’s employment with the Corporation, for whatever
reason, all company property, including, but not limited to, all documents, records (including
without limitation, customer records), books, notebooks, records, personal notes, list of
customers, and all reproductions, duplicates, contracts and correspondence pertaining to the
Corporation’s customers statements or correspondence, including copies thereof, relating to the
business of the Corporation or the Parent then in Employee’s possession, whether prepared by
Employee or others, will be delivered to and left with the Corporation, and Employee agrees not to
retain copies of the foregoing documents without the written consent of the Corporation.



          9. Remedies. In the event of the breach by Employee of any of the terms of this
Agreement, notwithstanding anything to the contrary contained in this Agreement, the Corporation
may terminate the employment of Employee in accordance with the provisions of paragraph 2 of this
Agreement. It is further agreed that any breach or evasion of any of the terms of this Agreement
by Employee will result in immediate and irreparable injury to the Corporation and will authorize
recourse to injunction and/or specific performance as well as to other legal or equitable remedies
to which the Corporation may be entitled. In addition to any other remedies that it may have in
law or equity, the Corporation also may require an accounting and repayment of all profits,
compensation, remuneration or other benefits realized, directly or indirectly, as a result of such
breaches by the Employee or by a competitor’s business controlled, directly or indirectly, by the
Employee. No remedy conferred by any of the specific provisions of this Agreement is intended to
be exclusive of any other remedy and each and every remedy given hereunder or now or hereafter
existing at law or in equity by statute or otherwise. The election of any one or more remedies by
the Corporation or the Parent shall not constitute a waiver of the right to pursue other available
remedies. Employee expressly agrees to pay all reasonable costs and attorneys’ fees incurred by
the Corporation or the Parent, if either the Corporation or Parent is a prevailing party in any
litigation commenced in order to enforce the Employee’s obligations under this Agreement.



     10. Severability. All agreements and covenants contained herein are severable, and in the
event any of them shall be held to be invalid by any court of competent jurisdiction, this



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Agreement, subject to subparagraph 7(F) hereof, shall continue in full force and effect and
shall be interpreted as if such invalid agreements or covenants were not contained herein.




     11. Entire Agreement. This Agreement constitutes the entire agreement between the
Corporation and the Employee with respect to the subject matter hereof and supersedes all prior
proposals, negotiations, representations, communications, writings, outlines and agreements between
the Corporation and the Employee with respect to the subject matter hereof, whether oral or
written, which shall be of no further force and effect. No amendments to this Agreement, except as
expressly provided herein to the contrary, may be made except by a writing signed by both parties.



     12. Waiver or Modification. No waiver or modification of this Agreement or of any
covenant, condition or limitation herein shall be valid unless in writing and duly executed by the
party to be charged therewith, and no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding or litigation between the parties hereto arising out of or
affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver
or modification is in writing, duly executed as aforesaid, and the parties further agree that the
provisions of this Paragraph may not be waived except as herein set forth. Failure of a party to
exercise or otherwise act with respect to any of its rights hereunder in the event of a breach of
any of the terms or conditions hereof by the other party shall not be construed as a waiver of such
breach nor prevent the other party from thereafter enforcing strict compliance with any and all of
the terms and conditions hereof.



     13. Assignability. This Agreement may be assigned by the Corporation to another entity
which purchases substantially all of the assets of the Corporation or the Parent or acquires a
majority of the stock of the Corporation or the Parent. The services to be performed by Employee
hereunder are personal in nature and, therefore, Employee shall not assign Employee’s rights or
delegate Employee’s obligations under this Agreement, and any attempted or purported assignment or
delegation not herein permitted shall be null and void.



     14. Successors. Subject to the provisions of paragraph 13, this Agreement shall be
binding upon and shall inure to the benefit of the Corporation and Employee and their respective
heirs, executors, administrators, legal administrators, successors and assigns.



     15 Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given if delivered personally or mailed by certified or
registered mail, return receipt requested, if to the Corporation, to:


D3 Technologies Inc.

C/O Ronald S. Saks, Vice President

LMI AEROSPACE, INC.

P.O. Box 900

St. Charles, MO 63302-0900



and, if to Employee, to:






Richard L. Johnson

101 Palm Grove Drive

Savannah, GA 31410



or to such other address as may be specified by either of the parties in the manner provided under
this paragraph 15.





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     16. Construction. This Agreement shall be deemed for all purposes to have been made in
the State of Missouri and shall be governed by and construed in accordance with the laws of the
State of Missouri, notwithstanding either the place of execution hereof, nor the performance of any
acts in connection herewith or hereunder in any other jurisdiction.



     17. Venue. The parties hereto agree that any suit filed arising out of or in connection
with this Agreement shall be brought only in the United States District Court for the Eastern
District of Missouri, unless that court lacks jurisdiction, in which case such action shall be
brought only in the Circuit Court for St. Charles County, Missouri.



     18. Disclosure of Existence of Agreement. To preserve the respective rights under this
Agreement, the parties may advise any third party of the existence of this Agreement and its terms,
and each party specifically releases and agrees to indemnify and hold the other party harmless from
any liability for doing so.



     19. Opportunity to Review. The parties hereby represent and warrant that they have had an
opportunity to review this Agreement and consult their respective attorneys about the Agreement,
and understand the meaning and effect of each paragraph of this Agreement.



[Remainder of Page Intentionally Blank — Signature Page Follows]







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The parties have executed this Agreement as of November 1, 2010.




	 	 	 	 	 
	 	D3 TECHNOLOGIES INC.

(“Corporation”)

 	 
	 	By:  	/s/ Ronald S. Saks
 	 
	 	 	Ronald S. Saks, Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	                       /s/ Richard L. Johnson
 	 
	 	Richard L Johnson 	 
	 	(“Employee”) 	 



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Exhibit 1




LMI Aerospace, Inc.



Policy for Recoupment of Incentive Compensation




     If LMI Aerospace, Inc. (the “Company”) is required to prepare an accounting restatement for
any fiscal quarter or year commencing after May 31, 2010 due to the material non-compliance of the
Company with any financial reporting requirement under the securities laws, the Company shall
recover any incentive-based compensation (including stock options) paid to any current or former
executive officer during the three-year period preceding the date on which the Company is required
to prepare a restatement. The amount to be recovered is the excess of the amount originally paid
to the executive officer based on the incorrect financial statements over the amount that would
have been paid under the restated financials.



     This Policy for Recoupment of Incentive Compensation (“Policy”) is intended to comply with
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Clawback Provision”). Accordingly, to the extent of any inconsistency between this Policy and of
the Dodd-Frank Clawback Provision, the Dodd-Frank Clawback Provision shall prevail. Additionally,
to the extent that future rules and regulations are promulgated by the Securities and Exchange
Commission or any other federal regulatory agency that would add to, modify or supplement the
Dodd-Frank Clawback Provision (each, a “Modification”), then this Policy shall deemed modified to
the extent required to make this Policy consistent with the Dodd-Frank Clawback Provision, giving
effect to such revision as of the date upon which such Modification becomes or would otherwise be
deemed to be effective.