Employment Agreement (2005)Full Document 

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                                KARL D. KINTZELE
                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of March
22, 2005 (the "Effective Date"), by and between American Commercial Lines Inc.,
a Delaware corporation (the "Company"), and Karl D. Kintzele (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 the 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 Vice President
Internal Audit 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 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. The 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, the 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 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 $200,000 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 the Executive's
performance at least annually during each year of the Term and cause the Company
to award the Executive a cash bonus with a target of 55% of his Base Salary
which the Compensation Committee shall reasonably determine as fairly
compensating and rewarding the Executive for services rendered to the Company
and/or as an incentive for continued service to the Company. The amount of the
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 Stock Options. 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 options to purchase
14,018 shares of Common Stock (the "Options"), representing approximately one
quarter per cent (0.25%) of the issued and outstanding shares of Common Stock as
of the Effective Date with an exercise price per share equal to the fair market
value of a share of Common Stock on the Effective Date. For purposes hereof, as
determined by the bankruptcy court, upon emergence from Chapter 11 proceedings,
the "fair market value" of the Common Stock means $16.65 per share. The Options
shall be restricted and non-transferable, as set forth in the Stock Option
Agreement, in the form attached hereto as Exhibit A. To the extent permitted by
applicable law, the Options shall be incentive stock options in each year and,
with respect to any Options that are vested, shall be exercisable for the
applicable periods set forth in the Stock Option Agreement. The term of the

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