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Company: FOSTER L B CO
SEC CIK: 352825
SEC Type: EX-10.1
SIC Code: 5051
Date Filed: 2012-01-23

Date Filed: 
SKU: RD7K8P-C-2-3


This Employment Agreement (this "Agreement") is made and entered into this 18th day of January, 2012, by and between L. B. Foster Company, a Pennsylvania corporation (the "Company"), and Robert Bauer (the "Employee").
WHEREAS, the Company and the Employee desire to enter into an employment agreement to reflect the employment by the Company of the Employee in the capacity of President and Chief Executive Officer upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted, the parties hereto, intending to be legally bound, agree as follows:
1.  Effective Date and Term
The effective date of this Agreement will be February 1, 2012 (the "Effective Date"), and the term of this Agreement (the "Term") will be for the period beginning on the Effective Date and ending on the earlier of (a) February 1, 2015 (the "Ending Date") and (b) the date this Agreement is otherwise terminated by the Employee or the Company in accordance with Section 7 of this Agreement, in each case, unless the Agreement is extended by mutual agreement in writing signed by an authorized representative of the Company and Employee.
2.  Place of Employment
The place of employment will be the Company's headquarters building in Pittsburgh, Pennsylvania unless the Employee and the Company agree to an alternative location.
3.  Position and Responsibilities
Position.  The Employee will serve as the President and Chief Executive Officer and shall report to the Board.
Responsibilities.  The Employee will have obligations, duties, authority and power to do such acts as are customarily done by a person holding the same or equivalent positions in corporations of similar size to the Company.  The Employee shall perform such managerial duties and responsibilities for the Company as may reasonably be assigned to him by the Board commensurate with his position and, at no additional compensation, shall serve on the Board and in other such positions with any subsidiary corporation of the Company, or any partnership, limited liability company or other entity in which the Company has an interest (herein collectively called "Affiliates"), as the Board may from time to time determine.  The Employee agrees to tender his resignation as an employee from all positions held with the Company or with any of the Affiliates immediately upon termination of Employee's employment by the Company for any reason whatsoever. Unless otherwise agreed to by the parties hereto, the Employee agrees to tender his resignation from the Board and the board of directors of any of the Affiliates immediately upon termination of Employee's employment by the Company for any reason whatsoever.

Dedication of Professional Services.  The Employee shall devote substantially all of his business time, best efforts and attention to promote and advance the business of the Company and its Affiliates to perform diligently and faithfully all the duties, responsibilities and obligations of his positions with the Company and its Affiliates.  The Employee shall not be employed in any other business activity, other than with the Company and its Affiliates, during the Term, whether or not such activity is pursued for gain, profit or other pecuniary advantage, without prior approval by the Compensation Committee of the Board (the "Compensation Committee"); provided, however, that this restriction will not be construed as preventing the Employee from (i) serving as a member of one (1) outside public company Board of Directors, subject to prior approval by the Compensation Committee, and (ii) investing his personal assets in a business which does not compete with the Company or its Affiliates, where the form or manner of such investment will not require services of any significance on the part of the Employee in the operation of the affairs of the business in which such investment is made and in which his participation is solely that of a passive investor.
Adherence to Standards.  The Employee shall comply with the written policies, standards, rules and regulations of the Company from time to time established for the executive officers of the Company consistent with the Employee's positions and level of authority.
Minimum Stock Ownership.  The Employee shall comply with the minimum stock ownership requirements for the President and Chief Executive Officer of the Company pursuant to Company policy.
4.  Compensation
Base Salary.  The Company shall pay the Employee an annual base salary of $575,000.00 (the "Base Salary") during the Term of this Agreement.  The Base Salary will be payable in accordance with the ordinary payroll practices of the Company.  The Compensation Committee shall review the Base Salary annually, and the Base Salary may be changed by the Compensation Committee in its sole discretion, taking into account the base salaries, aggregate annual cash compensation and other compensation of individuals holding similar positions at other comparable companies and the performance of the Employee and the Company.
Annual Incentive Plan.  The Employee shall be eligible to participate in the Company's annual incentive plan (the "AIP") during the Term in accordance with the terms of the AIP.  For 2012, the bonus target under the AIP will be seventy-five percent (75%) of the Base Salary with the ability to earn between zero percent (0%) and one hundred fifty percent (150%) of Base Salary based on the achievement of established criteria, which criteria will be established by the Compensation Committee for the Company's other senior executive officers for 2012; provided that achievement of such criteria will be determined by such Committee in its sole discretion.

Signing Award.  The Employee will receive a restricted stock award (the "Restricted Stock Award") under the Company's 2006 Omnibus Incentive Plan (the "Plan") for 66,000 shares of the Company's common stock on the Effective Date.  Such Restricted Stock Award shall be in the form approved by the Compensation Committee.  The Restricted Stock Award shall vest as follows:  16,500 shares on February 1, 2013, 16,500 shares on February 1, 2014, 16,500 shares on February 1, 2015 and 16,500 shares on February 1, 2016, subject to (i) the Employee's continued employment with the Company and/or service as a member of the Board, (ii) compliance with Section 6 of this Agreement through such vesting date, (iii) the terms of the related award agreement and (iv) the terms of the Plan.
Participation in Long-Term Equity Compensation Plan.  As a long term incentive, under the Company's long-term incentive plan, the Employee, beginning in 2012, shall participate in the Company's long term incentive plan on the same terms as provided to the other senior executive officers based on criteria established by the Compensation Committee in its sole discretion each year as part of the annual compensation resolution; provided that for the year 2012 Employee shall be entitled to participate as if employed on January 1, 2012 in accordance with the terms of the long-term incentive plan.
Other Compensation.  The Employee will be eligible to participate in all other cash or stock compensation plans or programs and perquisites maintained by the Company, as in effect from time to time, in which, the Board or Compensation Committee determines, the senior executive officers of the Company are allowed to participate, including, but not limited to, the Company's SERP.
Change in Control.  The Employee shall participate in the L. B. Foster Company Key Employee Separation Plan, effective as of December 9, 2008, as such plan is amended from time to time.
Recoupment of Certain Compensation.  If the Company has to restate all or a portion of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Employee shall, for the affected years, reimburse the Company for any excess bonus paid to the Employee pursuant to Section 4.b.  The reimbursements shall be equal to the difference between the bonus paid to him for the affected years and the bonus that would have been paid to the Employee had the financial results been properly reported.  Such reimbursement shall be paid to the Company within ninety (90) days after the Company notifies the Employee of the amount owed to the Company.  Employee also agrees that Employee is bound by the provisions of any recoupment or "clawback" policy that the Company adopts after the date hereof that is applicable to the Company's executive officers or is otherwise required under applicable law, including the Dodd-Frank Act.
5.  Employee Benefits
Relocation.  Company will provide Employee with a relocation package consistent with packages provided previously by the Company to other employees, which shall include generally the relocation of personal effects, visits to search for a new home, temporary living expenses, transportation fees, realtor fees and real estate closing costs.

Participation in Company Benefit Plans.  During the Term, the Company shall provide the Employee with coverage under all employee welfare benefit programs, plans and practices commensurate with his positions in the Company and its Affiliates and to the extent permitted under the respective employee benefit plan.
Expense Reimbursement.  The Employee is authorized to incur reasonable expenses, consistent with Company policies, in carrying out his duties and responsibilities under this Agreement, including, without limitation, expenses related to travel, meals, entertaining and similar items related to such duties and responsibilities. The Company shall reimburse the Employee for all such expenses on presentation by the Employee from time to time of appropriately itemized and approved (consistent with the Company's policies) accounts of such expenditures.  The Company shall reimburse the Employee for reasonable dues and expenses of membership in such club or clubs as the Board reasonably deems necessary for the Employee to entertain on behalf of the Company and for costs associated with continuing education and professional dues.  All expense reimbursements for a calendar year will be paid in the normal course, but no later than March 15 of the following calendar year in which the expense was incurred.
Health Insurance.  The Company agrees that it will include the Employee under any hospital, surgical or group health plan or policy adopted generally for the benefit of its employees.  The payment of the premiums for the Employee and his dependents will be determined in accordance with the rules and regulations adopted by the Company for its employees.
Automobile.  During the Term, the Employee will be entitled to payment of a car allowance in accordance with a policy approved by the Board or its designee, such allowance to initially be $850 per month.
6.  Confidential Material and Employee Obligations
On the date of this Agreement, as a condition to the effectiveness of this Agreement, Employee shall enter into a separate confidentiality, intellectual property and non-compete agreement in a form approved by the Board (the "NDA Agreement").
7.  Termination of the Agreement
Notice of Termination; Automatic Termination.  Either the Employee or the Board may terminate this Agreement at any time and in his or its sole discretion upon written Notice of Termination to the other party. "Notice of Termination" means a written notice which shall indicate the specified termination provision in this Agreement relied upon (pursuant to Section 7.c, Section 7.d, Section 7.e, Section 7.f, Section 7.g or Section 7.h) and shall set forth in


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