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5. Pursuant to section 5 of the Governing Agreement, the <br />Reorganized Debtors, subject to the approval of the Court, may <br />enter into a contract with the Responsible Officer on such terms <br />and with such conditions as the parties may agree. <br />6. The Reorganized Debtors have determined that it is in <br />their best interests to enter into an Employment Agreement with J. <br />David Houghton, who has been named as the replacement Responsible <br />Officer under the terms of the Governing Agreement. A copy of the <br />proposed Employment Agreement with Mr. Houghton is attached hereto <br />as Exhibit "B". <br />7. The major provisions of the Employment Agreement with Mr. <br />Houghton include the following: <br />a. Initial term of 3 months commencing March 3, 1993 to be <br />continued on mutual agreement of the parties thereafter on an at- <br />will basis; <br />b. Mr. Houghton's employment will be on a full time basis <br />and he will be responsible for the day to day operations of the <br />Reorganized Debtors; <br />c. Mr. Houghton shall be compensated at a rate of $10,000.00 <br />per month but will not receive any fringe benefits; <br />d. Reorganized CF&I shall not object to the payment of the <br />annuity due under Mr. Houghton's prior employment agreement with <br />CFI Steel Corporation. <br />3 <br />