Employment Agreement (2005)Full Document 

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                                 LISA L. FLEMING
                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of February
18, 2005 (the "Effective Date"), by and between American Commercial Lines Inc.,
a Delaware corporation (the "COMPANY"), and Lisa L. Fleming (the "EXECUTIVE").

            WHEREAS, the Company wishes to continue to employ the Executive, and
the Executive wishes to continue such employment by the Company, on the terms
set forth below.

            WHEREAS, the Executive acknowledges and understands that, during the
course of her employment by the Company, the Executive has 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 Senior Vice
President, Law and Administration, of the Company. The Executive shall
faithfully perform for the Company the duties of said office and shall perform
such other duties of an executive, managerial or administrative nature
consistent with those of such office as shall be specified and designated from
time to time by the Chief Executive Officer. The Executive agrees to devote her
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 her 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 one (1) other for-profit entity, and
three (3) other not-for-profit or charitable entities and may pursue passive
investments; provided that such

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activities do not unreasonably interfere with her 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
Committee").

         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 $250,000 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 65% of her 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 14,018
shares of common stock (the "Restricted Stock"), representing approximately one
quarter per cent (0.25%) 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
date of grant. Any future awards of restricted stock, if any, shall be subject
to performance-based vesting requirements.

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