Exhibit 10.1
UNITED INDUSTRIAL CORPORATION
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FREDERICK M. STRADER
EMPLOYMENT AGREEMENT (this "Agreement") originally made and entered into as of
August 16, 2006, by and between UNITED INDUSTRIAL CORPORATION, a Delaware
corporation having an address at 124 Industry Lane, Hunt Valley, Maryland 21030
(hereinafter called "Employer"), and FREDERICK M. STRADER, having an address at
501 Whithorn Court, Timonium, MD 21093 (hereinafter called "Employee") is hereby
amended and restated effective as of the Effective Date (as defined below).
W I T N E S S E T H:
In consideration of the mutual covenants hereinafter contained, the parties
hereto agree as follows:
1.
EMPLOYMENT. EMPLOYER AGREES TO CONTINUE TO EMPLOY EMPLOYEE AND
EMPLOYEE AGREES TO CONTINUE TO SERVE EMPLOYER UPON THE TERMS AND CONDITIONS
HEREINAFTER SET FORTH.
2.
TERM. THE TERM OF EMPLOYEE'S EMPLOYMENT UNDER THIS AGREEMENT
COMMENCED ON AUGUST 1, 2006 (THE "EFFECTIVE DATE") AND, SUBJECT TO THE
PROVISIONS OF SECTIONS 5 AND 6 HEREOF, WILL TERMINATE AS OF THE CLOSE OF
BUSINESS ON MARCH 31, 2010 (THE "SCHEDULED TERMINATION DATE," AND SUCH YEAR, THE
"INITIAL TERM"); PROVIDED, THAT THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY
RENEW FOR SUCCESSIVE ONE (1) YEAR TERMS (EACH, A "RENEWAL TERM", AND EACH OF THE
INITIAL TERM AND EACH RENEWAL TERM, A "COMPENSATION YEAR") UNLESS EITHER PARTY
GIVES WRITTEN NOTICE OF NON-RENEWAL TO THE OTHER AT LEAST SIXTY (60) DAYS PRIOR
TO THE END OF THE INITIAL TERM OR RENEWAL TERM, AS APPLICABLE. THE PERIOD FROM
THE EFFECTIVE DATE THROUGH THE DATE OF TERMINATION OF EMPLOYEE'S EMPLOYMENT
HEREUNDER IS REFERRED TO AS THE TERM OF THIS AGREEMENT. THIS AGREEMENT SHALL BE
OF NO FORCE OR EFFECT IF EMPLOYEE'S CURRENT EMPLOYMENT BY AAI CORPORATION
("AAI"), A SUBSIDIARY OF EMPLOYER, IS TERMINATED FOR ANY REASON WHATSOEVER PRIOR
TO THE EFFECTIVE DATE.
3.
DUTIES AND EXTENT OF SERVICES.
(A)
EMPLOYEE AGREES TO CONTINUE TO SERVE EMPLOYER AND, CONSISTENT WITH
HIS POSITION, ITS SUBSIDIARIES FAITHFULLY AND TO THE BEST OF HIS ABILITY UNDER
THE DIRECTION OF THE BOARD OF DIRECTORS OF EMPLOYER, DEVOTING HIS ENTIRE
BUSINESS TIME, ENERGY AND SKILL TO HIS FULL TIME EMPLOYMENT DUTIES HEREUNDER;
PROVIDED, THAT SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF EMPLOYER,
EMPLOYEE MAY SERVE ON THE BOARD OF DIRECTORS OF COMPANIES OTHER THAN EMPLOYER
AND ITS SUBSIDIARIES. THE PRINCIPAL PLACE OF EMPLOYMENT OF EMPLOYEE SHALL BE AT
THE OFFICES OF AAI, WHICH ARE CURRENTLY LOCATED IN HUNT VALLEY, MARYLAND.
EMPLOYEE UNDERSTANDS AND AGREES, HOWEVER, THAT IN CONNECTION WITH HIS EMPLOYMENT
HEREUNDER, HE MAY BE REQUIRED FROM TIME TO TIME TO TRAVEL ON BEHALF OF EMPLOYER.
(B)
THE PRINCIPAL DUTIES OF EMPLOYEE SHALL BE TO CONTINUE TO SERVE AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF EMPLOYER AND AAI AND, IN SUCH CAPACITY,
TO RENDER SUCH MANAGERIAL, ADMINISTRATIVE AND OTHER SERVICES TO EMPLOYER AND AAI
AND THEIR SUBSIDIARIES AS
1
NORMALLY ARE ASSOCIATED WITH AND INCIDENT TO SUCH POSITIONS AS EMPLOYER FROM
TIME TO TIME MAY REQUIRE OF HIM. IF, DURING THE TERM OF THIS AGREEMENT,