AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement ("the Agreement") between
Avondale Industries, Inc., a Louisiana corporation (the
"Company"), and Albert L. Bossier, Jr. (the "Employee") is dated
effective as of January 19, 1996 (the "Change of Control
Agreement Date").
ARTICLE I
DEFINITIONS
1.1 Employment Agreement Defined. Notwithstanding any
provision thereof, after a Change of Control (defined below),
this Agreement supersedes the Employment Agreement dated as of
September 27, 1985 or any subsequent employment agreement between
Employee and the Company that so provides (the "Employment
Agreement").
1.2 Company Defined. As used in this Agreement, "Company"
shall mean the Company as defined above and any successor to or
assignee of (whether direct or indirect, by purchase, merger,
consolidation or otherwise) all or substantially all of the
assets or business of the Company.
1.3 Change of Control Defined. "Change of Control" shall
mean:
(a) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 25% of the outstanding shares of
the Company's Common Stock, $1.00 par value per share (the
"Common Stock"); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not
constitute a Change of Control:
(i) any acquisition of Common Stock directly from
the Company,
(ii) any acquisition of Common Stock by the
Company,
(iii)any acquisition of Common Stock by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled
by the Company, or
(iv) any acquisition of Common Stock by any
corporation pursuant to a transaction that complies
with clauses (i), (ii) and (iii) of subsection (c) of
this Section 1.3; or
(b) individuals who, as of the Change of Control
Agreement Date, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a
director subsequent to the Change of Control Agreement Date
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered a member of the Incumbent Board, unless such
individual's initial assumption of office occurs as a result
of an actual or threatened election contest with respect to
the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on
behalf of a person other than the Incumbent Board; or
(c) consummation of a reorganization, merger or
consolidation, or sale or other disposition of all of
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination,
(i) all or substantially all of the individuals
and entities who were the beneficial owners of the
Company's outstanding common stock and the Company's
voting securities entitled to vote generally in the
election of directors immediately prior to such
Business Combination have direct or indirect beneficial
ownership, respectively, of more than 50% of the then
outstanding shares of common stock, and more than 50%
of the combined voting power of the then outstanding
voting securities entitled to vote generally in the
election of directors, of the corporation resulting
from such Business Combination (which, for purposes of
this paragraph (i) and paragraphs (ii) and (iii), shall
include a corporation which as a result of such
transaction controls the Company or all or
substantially all of the Company's assets either
directly or through one or more subsidiaries), and
(ii) except to the extent that such ownership
existed prior to the Business Combination, no person
(excluding any corporation resulting from such Business
Combination or any employee benefit plan or related
trust of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly
or indirectly, 20% or more of the then outstanding
shares of common stock of the corporation resulting
from such Business Combination or 20% or more of the
combined voting power of the then outstanding voting
securities of such corporation, and
(iii)at least a majority of the members of the
board of directors of the corporation resulting from
such Business Combination were members of the Incumbent
Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for
such Business Combination; or
(d) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
1.4 Affiliate Defined. "Affiliate" or "affiliated
companies" shall mean any company controlled by, controlling, or
under common control with, the Company.
1.5 Cause Defined. "Cause" shall mean:
(a) the willful and continued failure of the
Employee to perform substantially the Employee's duties
with the Company or its affiliates (other than any such
failure resulting from incapacity due to physical or
mental illness), after a written demand for substantial
performance is delivered to the Employee by the Board
of the Company which specifically identifies the manner
in which the Board believes that the Employee has not
substantially performed the Employee's duties, or
(b) the willful engaging by the Employee in
illegal conduct or gross misconduct.
For purposes of this provision, no act or failure to act, on the
part of the Employee, shall be considered "willful" unless it is
done, or omitted to be done, by the Employee in bad faith or
without reasonable belief that the Employee's action or omission
was in the best interests of the Company or its Affiliates. Any
act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of
a senior officer of the Company or based upon the advice of
counsel for the Company or its Affiliates shall be conclusively
presumed to be done, or omitted to be done, by the Employee in
good faith and in the best interests of the Company or its
Affiliates. The cessation of employment of the Employee shall
not be deemed to be for Cause unless and until there shall have
been delivered to the Employee a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is
provided to the Employee and the Employee is given an
opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the
Employee is guilty of the conduct described in subparagraph (a)
or (b) above, and specifying the particulars thereof in detail.
1.6 Disability Defined. "Disability" shall mean a
condition that would entitle the Employee to receive benefits
under the Company's long-term disability insurance policy in
effect at the time either because he is Totally Disabled or
Partially Disabled, as such terms are defined in the Company's
policy in effect as of the date of this Agreement or as similar
terms are defined in any successor policy. If the Company has no
long-term disability plan in effect, "Disability" shall occur if
(a) the Employee is rendered incapable because of physical or
mental illness of satisfactorily discharging his duties and
responsibilities to the Company for a period of 90 consecutive
days, (b) a duly qualified physician chosen by the Company and
acceptable to the Employee or his legal representatives so
certifies in writing, and (c) the Board determines that the
Employee has become disabled.
1.7 Good Reason Defined. "Good Reason" shall mean:
(a) Any failure of the Company or its Affiliates to
provide the Employee with the position, authority, duties
and responsibilities at least commensurate in all material
respects with the most significant of those held, exercised
and assigned at any time during the 120-day period
immediately preceding the Change of Control. Employee's
position, authority, duties and responsibilities after a
Change of Control shall not be considered commensurate in
all material respects with Employee's position, authority,
duties and responsibilities prior to a Change of Control
unless after the Change of Control Employee holds (i) an
equivalent position in the Company or, (ii) if the Company
is controlled or will after the transaction be controlled by
another company (directly or indirectly), an equivalent
position in the ultimate parent company.
(b) The assignment to the Employee of any duties
inconsistent in any material respect with Employee's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as
contemplated by Section 2.1(b) of this Agreement, or any
other action that results in a diminution in such position,
authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action
not taken in bad faith that is remedied within 10 days after
receipt of written notice thereof from the Employee to the
Company;
(c) Any failure by the Company or its Affiliates to
comply with any of the provisions of this Agreement, other
than an isolated, insubstantial and inadvertent failure not
occurring in bad faith that is remedied within 10 days after
receipt of written notice thereof from the Employee to the
Company;
(d) The Company or its Affiliates requiring the
Employee to be based at any office or location other than as
provided in Section 2.1(b)(ii) hereof or requiring the
Employee to travel on business to a substantially greater
extent than required immediately prior to the Change of
Control;
(e) Any purported termination of the Employee's
employment otherwise than as expressly permitted by this
Agreement; or
(f) Any failure by the Company to comply with and
satisfy Sections 3.1(c) and (d) of this Agreement.
ARTICLE II
CHANGE OF CONTROL BENEFIT
2.1 Employment Term and Capacity after Change of Control.
(a) If a Change of Control occurs on or before December 31, 2000,
then the Employee's employment term (the "Employment Term") shall
continue through the third anniversary of the Change of Control,
subject to any earlier termination of Employee's status as an
employee pursuant to this Agreement.
(b) After a Change of Control and during the Employment
Term, (i) the Employee's position (including status, offices,
titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately
preceding the Change of Control and (ii) the Employee's service
shall be performed during normal business hours at the location
where the Employee was employed immediately preceding the Change
of Control or any office or location less than 35 miles from such
location. Employee's position, authority, duties and
responsibilities after a Change of Control shall not be
considered commensurate in all material respects with Employee's
position, authority, duties and responsibilities prior to a
Change of Control unless after the Change of Control Employee
holds (x) an equivalent position in the Company or, (y) if the
Company is controlled or will after the transaction be controlled
by another company (directly or indirectly), an equivalent
position in the ultimate parent company. Employee shall devote
himself to his employment responsibilities with the Company (or,
if applicable, the ultimate parent entity) as provided in the
Employment Agreement.
2.2 Compensation and Benefits. During the Employment Term,
Employee shall be entitled to the following compensation and
benefits:
(a) Base Salary. The Employee shall receive an annual
base salary ("Base Salary"), which shall be paid at a
monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which
has been earned but deferred by the Employee, by the Company
and its affiliated companies in respect of the 12-month
period immediately preceding the month in which the Change
of Control occurs. During the Employment Term, the Base
Salary shall be reviewed no more than 12 months after the
last salary increase awarded to the Employee prior to the
Change of Control and thereafter at least annually and shall
be first increased no more than 12 months after the last
salary increase awarded to the Employee prior to the Change
of Control and thereafter at least annually in an amount
equal to the percentage increase (excluding promotional
increases) in base salary generally awarded to peer
executives of the Company and its affiliated companies for
the year of determination. Any increase in Base Salary
shall not serve to limit or reduce any other obligation to
the Employee under this Agreement. Base Salary shall not be
reduced after any such increase and the term Base Salary as
utilized in this Agreement shall refer to Base Salary as so
increased.
(b) Annual Bonus. In addition to Base Salary, the
Employee shall be awarded, for each fiscal year ending
during the Employment Term, an annual bonus (the "Bonus") in
cash at least equal to the executive's target bonus under
the Company's Management Incentive Plan, or any comparable
bonus under a successor plan, for the last full fiscal year
prior to the Change of Control. Each such Bonus shall be
paid no later than the end of the third month of the fiscal
year next following the fiscal year for which the Bonus is
awarded, unless the Employee shall elect to defer the
receipt of such Bonus.
(c) Fringe Benefits. The Employee shall be entitled
to fringe benefits (including, but not limited to,
automobile allowance, reimbursement for membership dues, and
first class air travel) in accordance with the most
favorable agreements, plans, practices, programs and
policies of the Company and its affiliated companies in
effect for the Employee at any time during the 120-day
period immediately preceding the Change of Control or, if
more favorable to the Employee, as in effect generally at
any time thereafter with respect to other peer employees of
the Company and its affiliated companies.
(d) Expenses. The Employee shall be entitled to
receive prompt reimbursement for all reasonable expenses
incurred by the Employee in accordance with the most
favorable agreements, policies, practices and procedures of
the Company and its affiliated companies in effect for the
Employee at any time during the 120-day period immediately
preceding the Change of Control or, if more favorable to the
Employee, as in effect generally at any time thereafter with
respect to other peer employees of the Company and its
affiliated companies.
(e) Incentive, Savings and Retirement Plans. The
Employee shall be entitled to participate in all incentive,
savings and retirement plans, practices, policies and
programs applicable generally to other peer employees of the
Company and its affiliated companies, but in no event shall
such plans, practices, policies and programs provide the
Employee with incentive opportunities (measured with respect
to both regular and special incentive opportunities, to the
extent, if any, that such distinction is applicable),
savings opportunities and retirement benefit opportunities,
in each case, less favorable than the most favorable of
those provided by the Company and its affiliated companies
for the Employee under any agreements, plans, practices,
policies and programs as in effect at any time during the
120-day period immediately preceding the Change of Control
or, if more favorable to the Employee, those provided
generally at any time after the Change of Control to other
peer employees of the Company and its affiliated companies.
(f) Welfare Benefit Plans. The Employee and/or the
Employee's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs
provided by the Company and its affiliated companies
(including, without limitation, medical, prescription,
dental, disability, employee life, group life, accidental
death and travel accident insurance plans and programs) to
the extent applicable generally to other peer employees of
the Company and its affiliated companies, but in no event
shall such plans, practices, policies and programs provide
the Employee with benefits, in each case, less favorable
than the most favorable of any agreements, plans, practices,
policies and programs in effect for the Employee at any time
during the 120-day period immediately preceding the Change
of Control or, if more favorable to the Employee, those
provided generally at any time after the Change of Control
to other peer employees of the Company and its affiliated
companies.
(g) Office and Support Staff. The Employee shall be
entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive
personal secretarial and other assistance, at least equal to
the most favorable of the foregoing provided to the Employee
by the Company and its affiliated companies at any time
during the 120-day period immediately preceding the Change
of Control or, if more favorable to the Employee, as
provided generally at any time thereafter with respect to
other peer employees of the Company and its affiliated
companies.
(h) Vacation. The Employee shall be entitled to paid
vacation in accordance with the most favorable agreements,
plans, policies, programs and practices of the Company and
its affiliated companies as in effect for the Employee at
any time during the 120-day period immediately preceding the
Change of Control or, if more favorable to the Employee, as
in effect generally at any time thereafter with respect to
other peer employees of the Company and its affiliated
companies.
2.3 Obligations upon Termination after a Change of Control.
(a) Termination by Company for Reasons other than
Death, Disability or Cause or by Employee for Good Reason.
If, after a Change of Control and during the Employment
Term, the Company terminates the Employee's employment other
than for Cause, death or Disability, or the Employee
terminates employment for Good Reason,
(i) the Company shall pay to the Employee in a
lump sum in cash within 30 days of the date of
termination an amount equal to three times the sum of
(i) the amount of Base Salary in effect at the date of
termination, plus (ii) the greater of (x) the highest
annual Bonus paid or to be paid to the Employee with
respect to the last three fiscal years or (y) the
target Bonus for which the Employee is eligible for the
12-month period in which the date of termination
occurs;
(ii) for a period of thirty-six (36) months
following the date of termination of employment (the
"Continuation Period"), the Company shall at its
expense continue on behalf of the Employee and his
dependents and beneficiaries the life insurance,
disability, medical, dental and hospitalization
benefits provided (x) to the Employee at any time
during the 90-day period prior to the Change in Control
or at any time thereafter or (y) to other similarly
situated executives who continue in the employ of the
Company during the Continuation Period. The coverage
and benefits (including deductibles and costs) provided
in this Section 2.3(a)(ii) during the Continuation
Period shall be no less favorable to the Employee and
his dependents and beneficiaries, than the most
favorable of such coverages and benefits during any of
the periods referred to in clauses (x) or (y) above.
The Company's obligation hereunder with respect to the
foregoing benefits shall be limited to the extent that
the Employee obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case the
Company may reduce the coverage of any benefits it is
required to provide the Employee hereunder as long as
the aggregate coverages and benefits of the combined
benefit plans is no less favorable to the Employee than
the coverages and benefits required to be provided
hereunder. The Employee will be eligible for coverage
under the Consolidated Omnibus Budget Reconciliation
Act at the end of the Continuation Period or earlier
cessation of the Company's obligation hereunder.
(iii)the Employee shall immediately become fully
(100%) vested in his benefit under each supplemental or
excess retirement plan of the Company in which the
Employee was a participant, including, but not limited
to the Avondale Industries, Inc. Supplemental Pension
Plan and the Avondale Industries, Inc. Executive Excess
Retirement Plan and any successor plans;
(iv) the Company shall pay to the Employee in a
lump sum in cash within 30 days of the date of
termination an amount equal to the then present value
of the actuarial equivalent of the additional benefits,
if any, to which the Employee would be entitled under
the Avondale Industries, Inc. Pension Plan,
Supplemental Pension Plan, Executive Excess Retirement
Plan and any other qualified or non-qualified defined
benefit plan maintained by the Company and covering the
Employee if the Employee had continued to be employed
by the Company until the third anniversary of the
Change of Control, assuming Employee were fully vested
thereunder, without regard to any amendment to such
plans made after the Change of Control but prior to
Employee's date of termination of employment, which
amendment adversely affects in any manner the
computation of retirement benefits under such plans.
(b) Death. If, after a Change of Control and during
the Employment Term, the Employee's status as an employee is
terminated by reason of the Employee's death, this Agreement
shall terminate without further obligation to the Employee's
legal representatives (other than those already accrued to
the Employee), other than the obligation to make any
payments due pursuant to employee benefit plans maintained
by the Company or its affiliated companies.
(c) Disability. If, after a Change of Control and
during the Employment Term, Employee's status as an employee
is terminated by reason of Employee's Disability, this
Agreement shall terminate without further obligation to the
Employee (other than those already accrued to the Employee),
other than the obligation to make any payments due pursuant
to employee benefit plans maintained by the Company or its
affiliated companies.
(d) Cause. If, after a Change of Control and during
the Employment Term, the Employee's status as an employee is
terminated by the Company for Cause, this Agreement shall
terminate without further obligation to the Employee other
than for obligations imposed by law and obligations imposed
pursuant to any employee benefit plan maintained by the
Company or its affiliated companies.
(e) Voluntary Termination. If, after a Change of
Control and during the Employment Term, the Employee
voluntarily terminates his employment with the Company other
than for Good Reason, this Agreement shall terminate without
further obligation to the Employee other than for
obligations imposed by law and obligations imposed pursuant
to any employee benefit plan maintained by the Company or
its affiliated companies.
2.4 Accrued Obligations and Other Benefits. It is the
intent of this Agreement that upon termination of employment for
any reason the Employee be entitled to receive promptly, and in
addition to any other benefits specifically provided, (a) the
Employee's Base Salary through the date of termination to the
extent not theretofore paid, (b) any accrued vacation pay, to the
extent not theretofore paid, and (c) any other amounts or
benefits required to be paid or provided or which the Employee is
entitled to receive under any plan, program, policy practice or
agreement of the Company.
2.5 Stock Options. The foregoing benefits are intended to
be in addition to the value of any options to acquire Common
Stock of the Company the exercisability of which is accelerated
pursuant to the terms of any stock option, incentive or other
similar plan heretofore or hereafter adopted by the Company.
2.6 Protection of Benefits. To the extent permitted by
applicable law, the Company shall take all reasonable steps to
ensure that the Employee is not, by reason of a Change of
Control, deprived of the economic value (including any value
attributable to the Change of Control transaction) of (a) any
options to acquire Common Stock of the Company or (b) any Common
Stock of the Company beneficially owned by the Employee.
2.7 Certain Additional Payments. If after a Change of
Control Employee is subjected to an excise tax as a result of the
"excess parachute payment" provisions of section 4999 of the
Internal Revenue Code of 1986, as amended, whether by virtue of
the benefits of this Agreement or by virtue of any other benefits
provided to Employee in connection with a Change of Control
pursuant to Company plans, policies or agreements (including the
value of any options to acquire Common Stock of the Company the
exercisability of which is accelerated pursuant to the terms of
any stock option, incentive or similar plan heretofore or
hereafter adopted by the Company), the Company shall pay to
Employee (whether or not his employment has terminated) such
amounts as are necessary to place Employee in the same position
after payment of federal income and excise taxes as he would have
been if such provisions had not been applicable to him.
2.8 Legal Fees. The Company agrees to pay as incurred, to
the full extent permitted by law, all legal fees and expenses
which the Employee may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company, the
Employee or others of the validity or enforceability of, or
liability under, any provision of this Agreement (including as a
result of any contest by the Employee about the amount or timing
of any payment pursuant to this Agreement.)
2.8 Set-Off; Mitigation. After a Change of Control, the
Company's and its Affiliates' obligations to make the payments
provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action
which the Company or its Affiliates may have against the Employee
or others; except that to the extent the Employee accepts other
employment in connection with which he is provided health
insurance benefits, the Company shall only be required to provide
health insurance benefits to the extent the benefits provided by
the Employee's employer are less favorable than the benefits to
which he would otherwise be entitled hereunder. It is the intent
of this Agreement that in no event shall the Employee be
obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Employee under
any of the provisions of this Agreement.
2.9 Outplacement Assistance. Upon any termination of
employment of the Employee other than for Cause within three
years following a Change of Control, the Company shall provide to
the Employee outplacement assistance by a reputable firm
specializing in such services for the period beginning with the
termination of employment and ending three years following the
Change of Control.
ARTICLE III
MISCELLANEOUS
3.1 Binding Effect; Successors.
(a) This Agreement shall be binding upon and inure to
the benefit of the Company and any of its successors or assigns.
(b) This Agreement is personal to the Employee and
shall not be assignable by the Employee without the consent of
the Company (there being no obligation to give such consent)
other than such rights or benefits as are transferred by will or
the laws of descent and distribution.
(c) The Company shall require any successor to or
assignee of (whether direct or indirect, by purchase, merger,
consolidation or otherwise) all or substantially all of the
assets or businesses of the Company (i) to assume unconditionally
and expressly this Agreement and (ii) to agree to perform or to
cause to be performed all of the obligations under this Agreement
in the same manner and to the same extent as would have been
required of the Company had no assignment or succession occurred,
such assumption to be set forth in a writing reasonably
satisfactory to the Employee.
(d) The Company shall also require all entities that
control or that after the transaction will control (directly or
indirectly) the Company or any such successor or assignee to
agree to cause to be performed all of the obligations under this
Agreement, such agreement to be set forth in a writing reasonably
satisfactory to the Employee.
3.2 Notices. All notices hereunder must be in writing and
shall be deemed to have been given upon receipt of delivery by:
(a) hand (against a receipt therefor), (b) certified or
registered mail, postage prepaid, return receipt requested, (c) a
nationally recognized overnight courier service (against a
receipt therefor) or (d) telecopy transmission with confirmation
of receipt. All such notices must be addressed as follows:
If to the Company, to:
Avondale Industries, Inc.
5100 River Road
New Orleans, Louisiana 70150
Attn: Thomas M. Kitchen
If to the Employee, to:
Albert L. Bossier, Jr.
Avondale Industries, Inc.
5100 River Road
New Orleans, LA 70150
or such other address as to which any party hereto may have
notified the other in writing.
3.3 Governing Law. This Agreement shall be construed and
enforced in accordance with and governed by the internal laws of
the State of Louisiana without regard to principles of conflict
of laws.
3.4 Withholding. The Employee agrees that the Company has
the right to withhold, from the amounts payable pursuant to this
Agreement, all amounts required to be withheld under applicable
income and/or employment tax laws, or as otherwise stated in
documents granting rights that are affected by this Agreement.
3.5 Amendment, Waiver. No provision of this Agreement may
be modified, amended or waived except by an instrument in writing
signed by both parties.
3.6 Severability. If any term or provision of this Agree-
ment, or the application thereof to any person or circumstance,
shall at any time or to any extent be invalid, illegal or
unenforceable in any respect as written, Employee and the Company
intend for any court construing this Agreement to modify or limit
such provision so as to render it valid and enforceable to the
fullest extent allowed by law. Any such provision that is not
susceptible of such reformation shall be ignored so as to not
affect any other term or provision hereof, and the remainder of
this Agreement, or the application of such term or provision to
persons or circumstances other than those as to which it is held
invalid, illegal or unenforceable, shall not be affected thereby
and each term and provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
3.7 Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach thereof.
3.8 Remedies Not Exclusive. No remedy specified herein
shall be deemed to be such party's exclusive remedy, and
accordingly, in addition to all of the rights and remedies
provided for in this Agreement, the parties shall have all other
rights and remedies provided to them by applicable law, rule or
regulation.
3.9 Company's Reservation of Rights. Employee acknowledges
and understands that the Employee serves at the pleasure of the
Board and that the Company has the right at any time to terminate
Employee's status as an employee of the Company, or to change or
diminish his status during the Employment Term, subject to the
rights of the Employee to claim the benefits conferred by this
Agreement.
3.10 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Company and the Employee have caused
this Agreement to be executed as of the Change of Control
Agreement Date.
AVONDALE INDUSTRIES, INC.
By: /s/ HUGH A. THOMPSON
--------------------
Hugh A. Thompson
Compensation Committee Chairman
EMPLOYEE: /s/ ALBERT L. BOSSIER, JR.
--------------------------
Albert L. Bossier, Jr.
COR\40076.1