AMENDMENT
AMENDMENT, effective as of June 6, 1997, to EMPLOYMENT AGREEMENT by and
between MUELLER INDUSTRIES, INC., a Delaware corporation having its
principal address at 6799 Great Oaks Road, Memphis, Tennessee 38138 (the
"Employer") and WILLIAM D. O'HAGAN, an individual residing at 9563 South Fox
Hill Circle, Germantown, Tennessee (the "Executive").
WITNESSETH:
WHEREAS, the parties desire to amend the Employment Agreement, dated as
of January 1, 1994, between Employer and Executive, as amended by Amendment
effective August 10, 1995 (the "Employment Agreement"); the Employment
Agreement, as amended effective as of May 7, 1997, 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. In Section 1 of the Agreement the phrase "ending on December 31,
1999" is amended to read as follows: "ending on December 31, 2002".
2. Section 4 c (i) of the Agreement shall be amended by changing the
word "1999" in the third and fifth line to "2002".
3. Section 4 d of the Agreement shall be amended by changing the word
"1999" in the second line to "2002".
4. Employer agrees, at Executive's option, to lend Executive up to
five million dollars ($5,000,000), on a full recourse basis, which loan
would be evidenced by a promissory note in favor of the Employer, in the
form attached as Exhibit 3 to the Agreement.
5. Section 12 of the Agreement shall be amended to read as follows:
"This agreement shall be governed by and construed and enforced in
accordance with the law of the State of Tennessee."
6. Except as expressly amended by this Agreement, the remaining terms
and provisions of the Employment Agreement shall remain unchanged and
continue in full force and effect.
7. 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 written above.
MUELLER INDUSTRIES, INC.
By: /s/ Harvey L. Karp /s/ William D. O'Hagan
Name: Harvey L. Karp William D. O'Hagan
Title: Chairman
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EXHIBIT 3
[Form of Promissory Note]
PROMISSORY NOTE
$_____[1]________ _____[2]______, _____
William D. O'Hagan, an individual living at __________[3]______________
("Borrower"), hereby promises to pay to Mueller Industries, Inc., a Delaware
corporation ("Mueller") the principal sum of _________[1]________________
($____[1]________), on the earlier of (i) the date Mueller pay Borrower any
severance pay pursuant to Section 4f of Borrower's Employment Agreement with
Mueller, and (ii) December 31, 2002, 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 _________[4]_______ percent (_____[4]%) per
annum until the principal amount here of shall become due and payable.
Interest is payable on March 15th of each year, but, at Borrower's option,
can be deferred until the maturity date of the Note to the extent such
interest payment exceeds the after-tax portion of Executive's bonus for the
preceding fiscal year.
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 either (A) common stock of Mueller
having, at the time the Note is executed, a fair market value of at least
125% of the face amount of the Note, or (B) other marketable property
acceptable to Mueller having, at the time the Note is executed, a fair
market value of at least 150% of the face amount of the Note. Borrower
shall deliver such stock or other acceptable property to Mueller within ten
(10) days of the time this Note is executed, and shall take such further
action, and execute such further documents, as Mueller deems necessary to
fully perfect its security interest in the pledged collateral. Borrower
represents that the pledged collateral is currently unencumbered and agrees
that he will not otherwise sell, assign, pledge, encumber, transfer or
otherwise hypothecate said stock or other acceptable property so long as
this Note is outstanding, provided, however, that if Borrower has pledged
shares of common stock of Mueller, Borrower is free to sell any or all such
shares so long as the Borrower pays down this Note with the net after-tax
proceeds from any such sale. 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.
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If Borrower shall default in the payment of interest or principal on
the Note when the same shall become due and payable and such default
continues for more than ten (10) days after receipt of written notice from
Mueller, Mueller shall have and may execute all rights and remedies afforded
to a secured party under the Tennessee Uniform Commercial Code applicable
thereto, including, without limitation, the right to sell the pledged
collateral at a public or private sale (provided that Mueller shall give
Borrower at least fifteen (15) days prior written notice of the date in
which any public sale is to be held or the date after which any private sale
may be made), at which sale Mueller may purchase such pledged collateral and
have the right to retain such pledged collateral in partial or full
satisfaction of Borrower's obligations under the Note in accordance with the
provisions of the Tennessee Uniform Commercial Code.
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 TENNESSEE LAW.
__________________________
William D. O'Hagan
________
(1) Principal amount of Note is equal to the amount requested be loaned, up
to $5,000,000.00.
(2) Date shall be date Borrower borrows money from Mueller pursuant to this
Note.
(3) Borrower's then current residential address shall be inserted.
(4) The interest rate shall be the higher of (i) the comparable treasury rate
in effect when this Note is executed, and (ii) the rate at which Mueller
is itself then able to borrow funds having a comparable maturity, in each
case based on the length of time between the date the note is executed
and December 31, 2002.
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