Employment Agreement (2005)Full Document 

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                                 MARK R. HOLDEN
                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of January
18, 2005 (the "Effective Date"), by and between American Commercial Lines Inc.,
a Delaware corporation (the "COMPANY"), and Mark R. Holden (the "EXECUTIVE").

            WHEREAS, the Company wishes to offer employment to the Executive,
and the Executive wishes to accept such offer, on the terms set forth below.

            WHEREAS, the Executive acknowledges and understands that, during the
course of his employment by the Company, the Executive will become familiar with
certain Confidential Information (as defined below) of the Company and its
subsidiaries and affiliates which is exceptionally valuable to the Company and
vital to the success of the Company's Business (as defined below).

            WHEREAS, the Company and Executive desire to protect such
Confidential Information from disclosure to third parties or use of such
information to the detriment of the Company.

            Accordingly, the parties hereto agree as follows:

     1. Term. The Company hereby employs the Executive, and the Executive hereby
accepts such employment for an initial term commencing as of the date hereof and
ending on the third anniversary of the Effective Date, unless sooner terminated
in accordance with the provisions of Section 4 or Section 5 (the period during
which the Executive is employed hereunder being hereinafter referred to as the
"Term"). The Term shall be subject to one-year renewals at the written election
of the Company. In the event that the Company elects to renew this Agreement,
notice shall be provided to the Executive in accordance with Section 8.4 hereof
at least ninety (90) days prior to the end of any such Term. Notwithstanding the
employment of the Executive by the Company, the Company shall be entitled to pay
the Executive from the payroll of any subsidiary of the Company.

     2. Duties. During the Term the Executive shall serve as President and Chief
Executive Officer of the Company and President and Chief Executive Officer of
each of the operating companies that are subsidiaries or controlled affiliates
of the Company. The Executive shall be nominated for election to the Board of
Directors of the Company (the "Board") and shall be appointed as a member of the
board of directors or managers of each of the operating companies that are
subsidiaries or controlled affiliates of the Company. The Executive shall not be
entitled to additional compensation for serving as an officer (or similar
function) or a member of the Board or the board of directors or managers of any
subsidiary or affiliate of the Company. The Executive shall faithfully perform
for the Company the duties of said offices and shall perform such other duties
of an executive, managerial or administrative nature consistent with those of
the most senior executive officer as shall be specified and designated from time
to time


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by the Board. The Executive agrees to devote his entire business time, attention
and energies to the business and interests of the Company during the Term of
this Agreement and any extension thereof. Executive shall not engage in any
activities which will interfere with the performance of his duties with the
Company or which knowingly present a conflict of interest. During the
Executive's employment with the Company, Executive may serve on the boards of
directors of up to three (3) other entities and may pursue passive investments;
provided that such activities do not unreasonably interfere with his duties and
responsibilities hereunder or create a conflict of interest with the Company;
and further provided that, with respect to serving on the boards of directors of
entities other than charitable organizations and not-for-profit corporations,
the Executive shall obtain the prior written consent of the Board or authorized
committee thereof. The Board may delegate its authority to take any action under
this Agreement to the Compensation Committee of the Board (the "Compensation

     3.   Compensation.

            3.1 Salary. The Company shall pay to the Executive during the Term a
base salary at no less than the rate of $450,000 per annum (the "Base Salary"),
in accordance with the customary payroll practices of the Company applicable to
senior executives generally. The Base Salary shall be reviewed annually,
commencing with the first anniversary of the Effective Date, and may be
increased (but not decreased) to such greater amount as may be approved by the
Board (after consideration of the recommendation of the Compensation Committee)
and, upon such increase, the increased amount shall thereafter be deemed to be
the Base Salary for purposes of this Agreement.

            3.2 Bonus. The Compensation Committee shall review Executive's
performance at least annually during each year of the Term and cause the Company
to award Executive a cash bonus with a target of 75% of his Base Salary which
the Compensation Committee shall reasonably determine as fairly compensating and
rewarding Executive for services rendered to the Company and/or as an incentive
for continued service to the Company. The amount of Executive's cash bonus shall
be determined upon approval by the Board (after consideration of the
recommendation of the Compensation Committee) and shall be dependent upon, among
other things, the achievement of certain performance targets mutually agreed by
the Executive and the Board (after consideration of the recommendation of the
Compensation Committee).

            3.3  Equity Awards.

                  (a) Restricted Stock. Pursuant to the American Commercial
Lines Inc. Equity Award Plan for Employees, Officers and Directors, adopted by
the Board on January 10, 2005, the Company shall grant to the Executive 56,076
shares of common stock (the "Restricted Stock"), representing one per cent (1%)
of the issued and outstanding shares of common stock of the Company ("Common
Stock") as of the Effective Date. 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. Executive shall be entitled only to such
rights with respect to the Restricted Stock, as are set forth in the Restricted
Stock Award Agreement. The restrictions upon the Restricted Stock shall lapse
and Executive shall acquire "ownership" of the Restricted Stock on a pro rata
basis over a period of three (3) years from the



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date of grant. Any future awards of restricted stock, if any, shall be subject
to performance-based vesting requirements.

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