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AMENDMENT
AMENDMENT, effective as of January 1, 1994, to EMPLOYMENT AGREEMENT by
and between MUELLER INDUSTRIES, INC., a Delaware corporation having its
principal address at 2959 North Rock Road, Wichita, Kansas 67226 (the
"Employer"), and HARVEY KARP, an individual residing at West End Road (P.O.
Box 30), East Hampton, New York 11937 (the "Executive").
WITNESSETH:
WHEREAS, the parties desire to amend the Employment Agreement, effective
as of October 1, 1991, between Employer and Executive ( the "Employment
Agreement"; the Employment Agreement, as amended by this Amendment, being
hereinafter called the "Agreement").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto covenant and agree as follows:
1. Section 3 a (i) of the Agreement shall be revised to increase
Employee's base salary to $550,000 per annum.
2. Section 3 a (iii) of the Agreement shall be revised to read as
follows: "a discretionary cash incentive bonus (the "Bonus") for the period
ending on December 25, 1993, based on a percentage of base salary at least
equal to the percentage bonus that will be payable to senior management (level
10 and up) under the Employer's existing 1993 bonus program, and for each
subsequent calendar year or part thereof during which the Executive is
employed, the amount of such Bonus to be consistent with the executive bonus
program which Employer establishes for other key employees."
3. Section 4 e (i) and (ii) of the Agreement shall be revised to
provide that Bonus for calendar years do not need to be paid by Employer on
December 31 of the calendar year in which the Bonus is earned, but may, at
Employer's option, be paid to Executive within ninety days of said date.
4. Executive existing option agreements shall be automatically amended
to provide that Executive may exercise his options from time to time by paying
(i) cash or, at Executive's option, executing a promissory note in favor of
the Employer, in the form attached hereto as Exhibit A, and containing the
following terms: (i) the note would be secured by the stock, which could not
otherwise be sold, assigned, pledged, encumbered, transferred or otherwise
hypothecated by Executive as long as the note was outstanding, provided,
however, that Executive would be free to sell any or all such shares so long
as the Executive paid down the note in an amount equal to the option price
times the number of shares sold; (ii) the note would be due in three years
from the date of exercise of the option; (iii) interest would be payable
quarterly; (iv) the interest rate would be fixed at the higher of (x) the
three year treasury rate in effect when the options were exercised, and (y)
the rate at which Employer is itself then able to borrow funds having a three
year term; and (v) the note would be prepayable, at any time, in whole or in
part without penalty.
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5. Employer agrees that, at Employer's cost, it will file a
Registration Statement on Form S-8 (or its equivalent) relating to Executive's
existing options. Executive agrees to provide Employer with reasonable notice
of Executive's desire to have such a Registration Statement prepared and filed
with the Securities and Exchange Commission..
6. Executive shall receive six months severance pay, if Employer elects
not to continue Executive's employment under the Agreement as provided in
Section 1 of the Agreement.
7. Except as expressly amended by this Amendment, the remaining terms
and provisions of the Employment Agreement shall remain unchanged and continue
in full force and effect.
8. This Amendment may be executed in counterparts, each of which shall
be deemed an original but which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Amendment as of the date first above written.
MUELLER INDUSTRIES, INC.
By: /s/ William D. O'Hagan /s/ Harvey L. Karp
Name: William D. O'Hagan Harvey Karp
Title: President Date: 11/9/93
Date: 11/8/93
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EXHIBIT A
[Form of Promissory Note(s)]
PROMISSORY NOTE
$____[1]________ ____[2]_____, 199_
Harvey L. Karp, an individual living at ___________[3]_______________
("Borrower"), hereby promises to pay to Mueller Industries, Inc., a Delaware
corporation ("Mueller") the principal sum of
______________[1]_______________________ ($___[1]______), on
________[4]_______ and to pay interest (computed on the basis of a 360-day
year) on the unpaid principal balance thereof from the date of this Note at
the rate of ___________[5]_____ percent (___[5]%) per annum, quarterly on the
last day of each March, June, September and December in each year, until the
principal amount hereof shall be come due and payable.
Payments of principal and interest shall be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts to the address designated
by Mueller.
This Note shall be secured by common stock of Mueller Industries, Inc.,
which stock is being acquired by Borrower through issuance of this Note in
favor of Mueller. Borrower shall deliver such stock to Mueller at the time
this Note is executed. Borrower agrees that he will not otherwise sell,
assign, pledge, encumber, transfer or otherwise hypothecate said stock so long
as this Note is outstanding, provided, however, that Borrower is free to sell
any or all such shares so long as the Borrower pays down this Note in an
amount equal to the option price times the number of shares sold. Borrower
and Mueller agree to cooperate, in the event of a partial sale, in order to
facilitate such a sale, while preserving Mueller's security interest in the
remaining shares.
This Note may be prepaid, at any time, in whole or in part, without
penalty.
THIS NOTE IS GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, INTERNAL NEW YORK LAW.
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Harvey L. Karp
(1) Principal amount of Note is equal to the purchase price for shares
acquired by Borrower through exercise of options issued by Mueller to Borrower
in 1991 and 1992 which are to be paid for through issuance of the Note.
(2) Date shall be date Borrower exercises options issued by Mueller to
Borrower during 1991 and/or 1992 which are to be paid for through issuance of
the Note.
(3) Borrower's then current residential address shall be inserted.
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(4) The due date shall be the third anniversary of the date inserted in (2).
(5) The interest rate shall be the higher of (i) the three year treasury rate
in effect when said options are exercised, and (ii) the rate at which Mueller
is itself then able to borrow funds having a three year term.