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~xithholding by the Company of all federal, state aad local taxes under applicable laws, rules <br />and regulations then in effect, including without limitation FICA and other taxes. <br />3.4 Reimbursement of Expenses. Upon presentation of proper receipts and <br />other documentation, Reorganized CF&I Steel Corporation shall reimburse Houghton for all <br />reasonable ordinary or necessary expenses incurred by Houghton. <br />4. Termination of Employment. Notwithstanding the terms set forth in Section 1 <br />above, this Agreement and the Initial Term hereof shall terminate prior to the scheduled <br />expiration thereof upon the occurrence of any of the following events: <br />(a) in the event of Houghton's death; <br />(b) at the option any of the Companies, if Houghton shall have: <br />(i) committed a felony involving moral turpitude, or <br />(ii) repeatedly or intentionally conducted himself in a manner <br />such as to cause damage to the Company's relations with customers, employ- <br />ees, or companies, persons or entities with which the Company does business; <br />L~! in the event Houghton accepts full-time employment with another <br />employer. <br />5. Court Approval. The parties acknowledge and agree that the this Agreement and <br />the Companies' obligations hereunder shall be subject to approval by the United States <br />Bankruptcy Court for the District of Utah. <br />SA. Prior Employment Agreement. Houghton and Reorganized CF&I Steel <br />Corporation were parties to that certain employment agreement dated that 1st day of June, <br />1990. Reorganized CF&I agrees not to object to the payment of the annuity described in <br />section 6 of that contract. <br />6. Geneml Provisions. <br />6.l Governing Law. This Agreement shall be construed in accordance with, <br />and governed by the substantive laws of, the State of Utah, without reference to principles <br />governing choice or wnflicts of laws. <br />6.2 Enforcement. In the event of a dispute between the parties arising under <br />this Agreement, the party prevailing in such dispute shall be entitled to collect such party's <br />costs from the other party, including without limitation court and investigation costs and <br />reasonable attorneys' fees and disbursements. <br />6.3 Captions. The captions used herein are for ease of reference only and <br />shall not define or limit the provisions hereof. <br />-3- <br />