Contents:
New CEO Agreement
Old CEO Employment Agreement
First Amendment to Employment Agreement
Second Amendment to Employment Agreement
Third Amendment to Employment Agreement

<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>m4628206b.txt
<DESCRIPTION>10.1 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT
<TEXT>

                                                                    Exhibit 10.1

                                                               EXECUTION VERSION

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), effective as of
October 30, 2008 (the "Effective Date"), by and between MUELLER INDUSTRIES,
INC., a Delaware corporation, having its principal address at 8285 Tournament
Drive, Suite 150, Memphis, Tennessee 38125 (the "Employer") and Gregory L.
Christopher, an individual residing at 3615 Classic Drive South, Memphis,
Tennessee 38125 (the "Executive").

                              W I T N E S S E T H:

WHEREAS, the Executive has been employed by the Employer in several capacities
since September 21, 1992, and currently as Chief Operating Officer of the
Employer;

WHEREAS, the Employer and Executive are presently parties to that certain
employment agreement effective as of November 9, 2006 (the "Prior Agreement"),
embodying the terms of the Executive's employment with the Employer;

WHEREAS, the Board of Directors of the Employer appointed Executive to the
position of Chief Executive Officer, effective October 30, 2008; and

WHEREAS, the Employer and the Executive desire to amend and restate the Prior
Agreement, in the form of this Agreement, to embody the terms of the Executive's
continued employment.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the Executive and the Employer hereby agree as follows:

1. Term of Employment. The Employer agrees to employ the Executive and the
Executive hereby accepts such employment, as Chief Executive Officer of the
Employer, for a rolling three year term. This Agreement shall commence as of the
Effective Date, and be automatically extended so that the unexpired term on any
date is always three years (the "Employment Period"), until such time as either
party gives written notice to the other party of its election not to extend such
term. The Employment Period shall end three years from the date on which such
notice is given unless it is terminated earlier as provided in Section 4 hereof.

2. Duties and Authority. During the Employment Period the Executive shall serve
as Chief Executive Officer of the Employer. The Executive shall devote his best
efforts and full working time and attention to services for the Employer. The
Executive agrees to hold any additional office or position with the Employer or
any of the Employer's subsidiaries without additional compensation if elected or
appointed to such office or position.


<PAGE>


3. Compensation.

     a. As compensation for the Executive's services in all capacities during
the Employment Period, the Employer shall pay the Executive the following:

          i. a base salary at a rate of $600,000 per annum to be paid in equal
installments in accordance with normal payroll practices of the Employer but not
less frequently than monthly, provided that in each subsequent calendar year or
part thereof during which the Executive is employed commencing in 2009, the
Executive's base salary shall be adjusted upward annually from the Executive's
current base salary at a rate commensurate with increases granted to other key
executives (the "Base Salary").

          ii. a discretionary annual cash incentive bonus (the "Bonus") for each
calendar year or part thereof during which the Executive is employed, in an
amount consistent with the executive bonus program which the Employer
establishes for other key executives, and which shall be paid in accordance with
the terms of such bonus program, but in no event later than one day prior to the
date that is two and one-half (2 1/2) months following the last day of the
fiscal year to which the Bonus relates.

     b. The Executive shall be entitled to reimbursement for reasonable business
and travel expenses incurred in the performance of his duties in accordance with
the Employer's normal reimbursement practices. To the extent that any right to
reimbursement of expenses under this Agreement constitutes nonqualified deferred
compensation (within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended, (the "Code")), such expense reimbursement shall be made by the
Employer no later than the last day of the taxable year following the taxable
year in which such expense was incurred by the Executive.

     c. Subject to the terms of the applicable plan and/or program, the
Executive shall participate in all bonus, incentive, stock option, pension,
disability and health plans and programs and all fringe benefits maintained by
or on behalf of the Employer and in which senior executives of the Employer are
entitled to participate.

     d. Subject to Section 4(c) herein, the Executive's existing stock options
with respect to the Employer's common stock shall continue to be governed by and
subject to the terms and conditions set forth in the respective option
agreements.

4. Termination of Employment.

     a. The Executive's employment hereunder shall terminate upon the
Executive's death, and the Employer shall have the right to terminate the
Executive's employment upon his permanent disability. A permanent disability is
a physical or mental disability which results in the Executive's inability to


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substantially perform his duties hereunder for a period of 180 consecutive days
or for a period of 200 days within any period of 12 consecutive months, except
that a permanent disability shall not include a physical or mental disability
which occurs in connection with the Executive's employment hereunder. In the
event of termination by reason of death or permanent disability, the Employer's
obligation to pay further compensation hereunder shall cease on the date of
termination, except that the Executive (or, in the case of death, his
beneficiaries, or his estate if no beneficiary has been named) shall be entitled
to receive his Base Salary and Bonus prorated on a calendar day basis through
the date of such termination.

     b. The Employer may terminate the Executive's employment hereunder for
Cause (as defined below) upon not less than 30 days prior written notice
specifying such Cause. For purposes of this Agreement, the term "Cause" shall
mean (i) Executive's willful and continued failure to substantially perform his
duties hereunder, (ii) the engaging by the Executive in willful misconduct which
is demonstrably and materially injurious to the Employer, or (iii) the
Executive's conviction of a felony for a crime of moral turpitude. For purposes
of this Section 4(b), no act, or failure to act on the Executive's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the best
interest of the Employer. The Executive shall not be terminated for Cause in the
case of actions or omissions described in clauses (i) or (ii) of this Section
4(b) unless the Employer shall have given the Executive an opportunity to cure
any such actions or omissions during the 30-day period after the Executive's
receipt of written notice required under this Section 4(b).

     c. The Executive's employment hereunder may be terminated by the Employer
without Cause upon not less than 90 days prior written notice or by the
Executive for "Good Reason" (as defined below) upon not less than 10 days prior
written notice. In such event, (i) the Executive shall continue to receive (x)
his then current Base Salary, payable in accordance with Section 3 hereof as if
his employment had continued for the remainder of the Employment Period and (y)
an annual amount for each year remaining in the Employment Period equal to the
average of all bonuses paid (including, without limitation, the Bonus) to the
Executive by the Employer in each calendar year during the three calendar years
immediately preceding the written notice, with the first such amount to be paid
in the year following the year in which such termination occurs, such amount to
be paid in the normal course at the time other executive bonuses are normally
paid, but in no event later than December 31 of such year, and each subsequent
amount to be paid on a yearly basis thereafter, but in no event later than
December 31 of each such year, and (ii) all of the outstanding unvested Employer
stock options then held by Executive shall immediately vest and become
exercisable upon such notice. Following such termination, the Employer shall pay
the Executive an amount equal to the Executive's monthly cost of continuation
health, major medical, hospitalization and dental insurance coverage under the
Employer's health plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended, for each month until


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and including the month that the Executive reaches age 65, including any
increases in such monthly cost which may occur from the date of termination
until the Executive reaches age 65. Such amounts shall be paid on a monthly
basis until December 31 of the year in which such termination occurs, and
thereafter, on or after January 1 of each calendar year following the year in
which such termination occurs, but in no event later than December 31 of each
such calendar year. In addition, the Executive will be entitled to continue to
participate in the Employer's health, major medical, hospitalization and dental
insurance plans as are generally made available to the other executive officers
of the Employer from time to time until he reaches age 65, provided he bears the
full cost of the premium amounts associated with such continued participation.

For purposes of this Agreement, "Good Reason" shall mean (A) a failure by the
Employer to comply with any material provision of this Agreement which has not
been cured within 10 days after notice of such noncompliance has been given by
Executive to the Employer, (B) other than as provided in Section 2 herein, the
assignment to the Executive by the Employer of duties inconsistent with the
Executive's position, authority, duties, responsibilities or status with the
Employer as in effect immediately after the Effective Date, including, but not
limited to, any reduction whatsoever in such position, authority, duties,
responsibilities or status, or a change in the Executive's titles or offices, as
then in effect, or any removal of the Executive from, or any failure to re-elect
the Executive to, any of such positions, except in connection with the
termination of his employment on account of his death, disability, or for Cause,
(C) the requirement of excessive travel on the part of the Executive, (D) a
relocation by the Employer of the Executive's principal place of employment to
any location outside a thirty mile radius from the Executive's current principal
place of employment, (E) the failure of the Employer to have any successor to
the Employer assume the Agreement, (F) the delivery to the Executive of notice
of the Employer's decision to terminate the Executive's employment without
Cause, or (G) any other material change in the conditions of employment if the
Executive determines in good faith that his customary duties can no longer be
performed because of the change.

     d. The Executive shall also have the right to resign voluntarily without
Good Reason from employment during the Employment Period by written notice to
the Employer at least 60 days prior to the effective date of the resignation.
Upon such resignation without Good Reason, the Executive shall be entitled to
receive any accrued but unpaid Base Salary. The Employer shall have discretion
whether or not to award the Executive a Bonus for any calendar year in which he
resigns without Good Reason.

     e. If the Executive's employment shall terminate by expiration of the
Employment Period or is terminated by the Employer for Cause pursuant to Section
4(b), or if the Executive shall voluntarily resign for any reason other than
Good Reason, the Executive's right to receive the Base Salary (except any
accrued and unpaid salary and except as set forth in Section 4(f) below), the
Bonus, and any other compensation and benefits to which he would otherwise be


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entitled under this Agreement shall be forfeited as of the date of termination
of employment.

     f. Except as provided in Section 4(b) hereof, or any relevant option
agreement, the Executive's death or termination of employment shall not affect
his rights under any Employer stock options.

     g. Notwithstanding anything to the contrary herein, the Executive may also
terminate his employment upon a "Change in Control" (as hereinafter defined). If
the Executive terminates his employment upon a "Change in Control" then:

          i. the Employer shall pay the Executive as severance pay in a lump sum
within thirty days following such termination, the following amounts, which
shall not be discounted to take into account present value:

               (1) the Executive's Base Salary through the date of termination
at the rate in effect immediately prior to the termination date;

               (2) an amount equal to the product of (x) the Executive's annual
Base Salary at the rate in effect immediately prior to the date of termination,
multiplied by (z) the number of years (including partial years) then remaining
in the Employment Period; and

               (3) an amount equal to the product of (x) the average of all
bonuses paid (including, without limitation, the Bonus) to the Executive by the
Employer in each calendar year during the three calendar years immediately
preceding the date of termination, multiplied by (z) the number of years
(including partial years as full years) then remaining in the Employment Period;

          ii. the Employer shall, at the Employer's expense, allow the Executive
to continue to participate, until he reaches age 65, in all the Employer's
benefits, to the same extent and upon the same terms and conditions as the
Executive participated immediately prior to the termination, provided that the
Executive's continued participation is permissible or otherwise practicable
under the general terms and provisions of such benefit plan; and

          iii. on the later of (x) the day the Executive notifies the Employer
he is terminating upon a Change in Control, and (y) ten days prior to the date
the Executive actually terminates his employment, all remaining unvested options
previously granted the Executive shall become immediately vested and exercisable
on that date.

     "Change in Control," as used in Section 4(g) of this Agreement, is defined
to mean the occurrence of either of the following two events:

          (i). when any "person," as such term is used in Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended, acquires ownership


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of the Employer's securities that, together with securities already held by such
person, constitute more than 50% of the total voting power of the Employer's
then outstanding securities; provided, that if any one person is considered to
own more than 50% of the total voting power of the Employer's securities, the
acquisition of additional securities by the same person will not be considered
to cause a Change in Control; or

          (ii). the date a majority of members of the Employer's Board is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Employer's Board of
Directors before the date of the appointment or election.

     h. Notwithstanding anything to the contrary herein, the payment (or
commencement of a series of payments) hereunder of any nonqualified deferred
compensation (within the meaning of Section 409A of the Code) upon a termination
of employment shall be delayed until such time as the Executive has also
undergone a "separation from service" as defined in Treas. Reg. 1.409A-1(h), at
which time such nonqualified deferred compensation (calculated as of the date of
the Executive's termination of employment hereunder) shall be paid (or commence
to be paid) to the Executive on the schedule set forth in this Section 4 as if
the Executive had undergone such termination of employment (under the same
circumstances) on the date of his ultimate "separation from service."

5. Notices. Any notice or other communication hereunder shall be made in writing
by hand delivery and shall be deemed to have been delivered and received when
delivered by hand, if personally delivered, as follows: (a) if to the Executive
at the address shown at the beginning of this Agreement or to such other
person(s) or address(es) as the Executive shall have furnished to the Employer
in writing, and (b) if to the Employer at the address shown at the beginning of
this Agreement, attention of the Board of Directors, with copies to the Employer
at the same address, Attention: General Counsel, and to Willkie Farr &
Gallagher, LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Serge
Benchetrit, Esq., or to such other person(s) or address(es) as such persons or
the Employer shall have furnished to the Executive in writing.

6. Certain Additional Payments by the Employer.

     a. Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment, distribution, waiver of Employer
rights, acceleration of vesting of any stock options or restricted stock, or any
other payment or benefit in the nature of compensation to or for the benefit of
the Executive, alone or in combination (whether such payment, distribution,
waiver, acceleration or other benefit is made pursuant to the terms of this
Agreement or any other agreement, plan or arrangement providing payments or
benefits in the nature of compensation to or for the benefit of the Executive,
but determined without regard to any additional payments required under this
Section 6 (a "Payment")) would be subject to the excise tax imposed by


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Section 4999 of the Code (or any successor provision) or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes with respect to the
Gross-Up Payment (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.

     b. Subject to the provisions of Section 6(c) , all determinations required
to be made under this Section 6, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the nationally
recognized accounting firm then auditing the accounts of the Employer (the
"Accounting Firm") which shall provide detailed supporting calculations both to
the Employer and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment, or such earlier time as is
requested by the Employer. In the event that the Accounting Firm is unwilling or
unable to perform its obligations pursuant to this Section 6, the Executive
shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to hereunder as the Accounting Firm). All fees and expenses of the Accounting
Firm shall be borne solely by the Employer. Any Gross-Up Payment, determined
pursuant to this Section 6, shall be paid by the Employer to the Executive
within five days of the receipt of the Accounting Firm's determination, but in
no event later than the end of the taxable year next following the taxable year
in which the Excise Tax is remitted to the Internal Revenue Service. Any
determination by the Accounting Firm shall be binding upon the Employer and
Executive. The parties hereto acknowledge that, as a result of the potential
uncertainty in the application of Section 4999 of the Code (or any successor
provision) at the time of the initial determination by the Accounting Firm
hereunder, it is possible that the Employer will not have made Gross-Up Payments
which should have been made consistent with the calculations required to be made
hereunder (an "Underpayment"). In the event that the Employer exhausts its
remedies pursuant to Section 6(c) and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Employer to or for the benefit of the Executive.

     c. The Executive shall notify the Employer in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Employer of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than 20 business days after the Executive is informed
in writing of such claim and shall apprise the Employer of the nature of such


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claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which he gives such notice to the Employer (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Employer notifies the Executive in writing prior to the expiration of
such period that it desires to contest such claim, the Executive shall:

          i. give the Employer any information reasonably requested by the
Employer relating to such claim,

          ii. take such action in connection with contesting such claim as the
Employer shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Employer,

          iii. cooperate with the Employer in good faith in order effectively to
contest such claim, and

          iv. permit the Employer to participate in any proceedings relating to
such claim;

provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Any costs and expenses to be paid by the Employer
in connection with contesting any such claim shall be paid no later than the
last day of the taxable year immediately following the taxable year in which
such Excise Tax and income tax are remitted to the taxing authority or where as
a result of such proceedings or litigation no such taxes are remitted, the end
of the taxable year immediately following the taxable year in which there is a
final non-appealable settlement or other resolution of the claim. Without
limiting the foregoing provisions of this Section 6(c), the Employer shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Employer shall determine; provided, however, that if
the Employer directs the Executive to pay such claim and sue for a refund, the
Employer shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to payment of


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taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Further,
the Employer's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

     d. If, after the receipt by the Executive of an amount advanced by the
Employer pursuant to Section 6(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the
Employer's complying with the requirements of Section 6(c)) promptly pay to the
Employer the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the Executive
of an amount advanced by the Employer pursuant to Section 6(c), a determination
is made that the Executive shall not be entitled to any refund with respect to
such claim and the Employer does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

7. Non-Competition and Non-Solicitation. During the Employment Period of the
Executive's employment under this Agreement and during the twelve (12) month
period following the termination of his employment with Employer for any reason,
the Executive shall not, directly or indirectly (i) compete with the Employer or
engage or participate, directly or indirectly in the business or businesses
which are engaged in by the Employer in any geographical area where such
business or businesses are engaged in or proposed to be engaged in by the
Employer following the Executive's termination of employment, or (ii) make,
offer, solicit or induce to enter into, any written or oral arrangement,
agreement or understanding regarding employment or retention as a consultant
with any person who was, at any time during the 24 months preceding the
termination of the Executive's employment under this Agreement, a full-time
employee of Employer. Nothing herein, however, shall prohibit the Executive from
acquiring or holding any issue of stock or securities of any company that has
securities listed on a national securities exchange or quoted in the daily
listing of over-the-counter market securities; provided that at any one time he
and members of his immediate family do not own more than 5% of any voting
securities of any such company; and provided, further, that such investments do
not require him to participate in the operations of such company. In the event
that it shall be determined that any provision of this paragraph is invalid as
constituting an unreasonable restraint, the restraint in such provision shall be
reduced to the extent necessary to cure such invalidity, and the remaining
provisions shall retain full force and effect.


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8. Confidentiality; Property of Employer.

     a. The Executive shall keep secret and retain in strictest confidence and
shall not directly or indirectly divulge or communicate to any person (other
than as required and authorized in the course of performing his duties hereunder
or with the prior written consent of the Employer or as required by law) nor
shall he make use of (other than in the ordinary course of his employment for
the benefit of the Employer), any trade secrets, designs, design improvements,
business information, consultant contacts, pricing policies, marketing plans or
strategies, product development techniques or plans, business acquisition plans,
new personnel acquisitions plans, methods of manufacture, inventions and
research projects and other business affairs of the Employer and its
subsidiaries, or any other confidential information of the Employer or any of
its subsidiaries or any of their respective clients or customers, to the extent
any of the foregoing is confidential, except as may be required by court order.
This restriction shall continue to apply after the termination of the
Executive's employment. The Executive shall also use his best efforts at the
expense of the Employer to prevent the publication or disclosure of any of the
trade secrets or confidential information of the Employer or any of its
subsidiaries whether relating to its trade dealings, financial affairs or
otherwise which he may have received or obtained or may hereafter receive or
obtain while in the service of the Employer or any of its subsidiaries.

     b. All memoranda, notes, lists, records and other documents (and all copies
thereof), including computer-related materials, made or compiled by the
Executive or made available to the Executive concerning the businesses of the
Employer or any of its subsidiaries shall be the Employer's property and shall
be delivered to the Employer promptly upon the termination of the Executive's
employment with the Employer or any of its subsidiaries or at any other time on
request.

9. Delay in Payment; Separate Payments. Notwithstanding any provision in this
Agreement to the contrary, any payment otherwise required to be made hereunder
to the Executive at any date as a result of the termination of Employee's
employment shall be delayed for such period of time as may be necessary to meet
the requirements of Section 409A(a)(2)(B)(i) of the Code (the "Delay Period").
On the first business day following the expiration of the Delay Period, the
Executive shall be paid, in a single cash lump sum, an amount equal to the
aggregate amount of all payments delayed pursuant to the preceding sentence and
any remaining payments not so delayed shall continue to be paid pursuant to the
payment schedule set forth herein. Notwithstanding anything herein to the
contrary, each payment in a series of payments hereunder shall be deemed to be a
separate payment for purposes of Section 409A of the Code.

10. Assignability. This Agreement shall not be assignable by the Employer except
to a majority-owned subsidiary or parent entity of the Employer and shall be
binding upon and inure to the benefit of the Employer and its successors and
assigns. This Agreement shall not be assignable by the Executive, but it shall
be


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binding upon, and to the extent provided in Section 4(a) shall inure to the
benefit of, the Executive's heirs, executors, administrators and legal
representatives.

11. Entire Agreement. This Agreement supersedes any and all prior understandings
between the Executive and the Employer as to the subject matter hereof,
including, without limitation the Prior Agreement.

12. Waivers, Amendments and Further Agreements. Neither this Agreement nor any
term or condition hereof, including without limitation the terms and conditions
of this Section 12, may be waived, modified or amended in whole or in part as
against the Employer or the Executive except by written instrument executed by
each of the parties expressly stating that it is intended to operate as a
waiver, modification or amendment of this Agreement or the applicable term or
condition hereof. Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further actions as the other
party may reasonably require in order to effectuate the terms and purposes of
this Agreement.

13. Severability. In case one or more of the provisions contained in this
Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

14. No Conflicting Obligations. The Executive represents and warrants to the
Employer that the Executive is not now under any obligation to anyone other than
the Employer and other entities of which he is a non-executive director and has
no interest which is inconsistent or in conflict with this Agreement, or would
prevent, limit or impair, in any way, the Executive's performance of any of the
covenants or duties hereinabove set forth. However, subject to Section 2 hereof,
nothing herein shall be deemed to limit the Executive's participation in, or
pursuit of, non-conflicting business interests.

15. Survival. Except as otherwise provided herein, the covenants, agreements,
representations and warranties contained in or made pursuant to this Agreement
shall survive the Executive's termination of employment, irrespective of any
investigation made by or on behalf of any party.

16. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Tennessee, without regard
to the principles of conflicts of law thereof.

17. Arbitration; Legal Fees. Any dispute, controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be finally settled by
arbitration by a single arbitrator in accordance with the rules then in effect
of the American Arbitration Association in an arbitration in Memphis, Tennessee.
Judgment upon an award rendered by the arbitrator may be entered in any court of
competent jurisdiction. To the extent that the Executive prosecutes or defends,
whether by arbitration or through a judicial proceeding, a dispute,


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controversy or claim relating to this Agreement which results in a judgment,
award or settlement in Executive's favor in any material respect, the Employer
shall reimburse the Executive for all reasonable fees and costs (including legal
fees) incurred by the Executive in such successful prosecution or defense.

18. Headings. The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.

19. Counterparts. This Agreement may be executed in counterparts each of which
shall be deemed an original but which together shall constitute one and the same
instrument.


<PAGE>


IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement effective as of the date first above written.

                                             MUELLER INDUSTRIES, INC.



                                             By:  /s/ Harvey L. Karp
                                                --------------------------------
                                                  Harvey L. Karp, Chairman



                                                 /s/ Gregory L. Christopher
                                             -----------------------------------
                                                    Gregory L. Christopher


                                             Date Signed:  December 26, 2008
</TEXT>
</DOCUMENT>


 
      EMPLOYMENT AGREEMENT, effective as of January 1, 1994, by and between 
MUELLER INDUSTRIES, INC., a Delaware corporation having its principal address 
at 2959 North Rock Road, Wichita, Kansas  67226 (the "Employer"), and William 
D. O'Hagan, an individual residing at 1104 North Linden Circle, Wichita, 
Kansas  67206 (the "Executive").

                                  WITNESSETH:


      WHEREAS, the parties desire to provide for the employment of the 
Executive by the Employer as set forth in this agreement (this agreement 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.    Term of Employment.

      The employer agrees to employ the Executive, and the Executive hereby 
accepts such employment, as President and Chief Executive Officer of the 
Employer, for a term commencing as of January 1, 1994, and ending on December 
31, 1996 (the "Term").  The preceding sentence notwithstanding, the 
Executive's employment hereunder may be terminated earlier in accordance with 
Section 4 hereof.  Subject to earlier termination as provided in Section 4 
hereof, the Executive's term of employment hereunder, as extended by any 
temporary leave of absence, is hereinafter referred to as the "Employment 
Period."

      2.    Duties and Authority.

      During the Employment Period the Executive shall serve as President and 
Chief Executive Officer of the Employer.  The Executive shall devote his best 
efforts and full working time and attention to services for the Employer.  The 
Executive agrees to hold any other office or position with the Employer or any 
of the Employer's subsidiaries without additional compensation if elected or 
appointed to such office or position.

      3.    Compensation.

            a.    As compensation for the Executive' services in all 
capacities during the Employment Period, the Employer shall pay the Executive 
the following:

                  i.    a base salary for the first calendar year at a rate of 
$375,000.00 per annum to be paid in equal installments in accordance with 
normal payroll practices of the Employer but not less frequently than monthly, 
and for each subsequent calendar year or part thereof during which the 
Executive is employed, a base salary to be determined by the Employer acting 
in good faith, but not less than the base salary in the first calendar year 
(the "Base Salary");




<PAGE>     2

                  ii.   a discretionary cash incentive bonus (the "Bonus"), 
for the period ending on December 25, 1993, based on a percentage of base 
salary at least equal to the percentage bonus that will be payable to senior 
management (level 10 and up) under the Employer's existing 1993 bonus program, 
and for each subsequent calendar year or part thereof during which the 
Executive is employed, the amount of such Bonus to be consistent with the 
executive bonus program which Employer establishes for other key executives.


                  iii.  an option (the "Option") to acquire fifty thousand 
(50,000) shares of common stock of the Employer pursuant to the 1991 Incentive 
Stock Option Plan, such option to be in the form and subject to the terms and 
conditions expressed in Exhibit A attached hereto.


            b.    The Executive shall be entitled to reimbursement for 
reasonable business and travel expenses incurred in the performance of his 
duties in accordance with the Employer's normal reimbursement practices.

            c.    Subject to the terms of the applicable plan and/or program, 
the Executive shall participate in all bonus, incentive, stock option, 
pension, disability and health plans and programs and all fringe benefit plans 
maintained by or on behalf of the Employer and in which senior executives of 
the Employer are entitled to participate.

            d.    Employer agrees that, at Employer's cost, it will file a 
Registration Statement on Form S-8 (or its equivalent) relating to Executive's 
existing options to acquire 100,000 shares of common stock of the Employer.  
Executive agrees to provide Employer with reasonable notice of Executive's 
desire to have such a Registration Statement prepared and filed with the 
Securities and Exchange Commission.

      4.     Termination of Employment.

            a.    The Executive's employment hereunder shall terminate upon 
the Executive's death, and the Employer shall have the right to terminate the 
Executive's employment upon his permanent disability.  A permanent disability 
is a physical or mental disability which results in the Executive's inability 
to substantially perform his duties hereunder for a period of 90 consecutive 
days or for a period of 120 days within any period of 12 consecutive months, 
except that a permanent disability shall not include a physical or mental 
disability which occurs in connection with the Executive's employment 
hereunder.  In the event of termination by reason of death or permanent 
disability, the Employer's obligation to pay further compensation hereunder 
shall cease on the date of termination, except that the Executive (or, in the 
case of death, his beneficiaries, or his estate if no beneficiary has been 
named) shall be entitled to receive his Base Salary and Bonus prorated on a 
calendar day basis through the date of such termination.

            b.    The Employer may terminate the Executive's employment 
hereunder for Cause (as defined below) upon not less than 30 days prior 
written notice specifying such cause.  If the Executive's employment hereunder 
is terminated for Cause, the Executive shall forfeit the Option effective as 
of the date of the termination of his employment, but the Option shall remain 
exercisable for the 30 day period following the Executive's receipt of written 
notice required under this Section 4(b).  For purposes of this Agreement, the 
term "Cause" shall mean (i)  the Executive's willful and continued failure to 
substantially perform his duties hereunder, (ii)  the engaging by the 
<PAGE>     3

Executive in willful misconduct which is demonstrably and materially injurious 
to the Employer, or (iii) the Executive's conviction of a felony for a crime 
of moral turpitude.  For purposes of this Section 4(b), no act, or failure to 
act, on the Executive's part shall be considered "willful" unless done, or 
omitted to be done, by him not in good faith and without reasonable belief 
that his action or omission was in the best interest of the Employer.  The 
Executive shall not be terminated for Cause in the case of actions or 
omissions described in clauses (i) or (ii) of this Section 4(b) unless the 
Employer shall have given the Executive an opportunity to cure any such 
actions or omissions during the 30 day period after the Executive's receipt of 
written notice required under this Section 4(b).

            c.    If the Executive's employment shall terminate by expiration 
of the Employment Period in accordance with Section 1 hereof, or if his 
employment is terminated for Cause pursuant to Section 4(b), or if the 
Executive shall voluntarily resign for any reason, the Executive's right to 
receive the Base Salary (except any accrued and unpaid salary), the Bonus, and 
any other compensation and benefits to which he would otherwise be entitled 
under this Agreement shall be forfeited as of the date of termination of 
employment.

                  (i)  If the Executive's employment hereunder shall terminate 
by expiration of the Employment Period, in accordance with Section 1 hereof, 
on December 31, 1996, and Employer and Executive have not entered into a new 
employment agreement on mutually satisfactory terms, the Executive shall be 
entitled to receive the Bonus for calendar year 1996 in accordance with 
Section 3(a)(ii) hereof.  Employer shall be entitled to make required 
withholdings from any such payment.

            d.    If Executive and Employer shall not have entered into a new 
employment agreement on mutually satisfactory terms on or prior to December 
31, 1996, the Executive shall be placed on a temporary leave of absence for 
six months.  During said time period, Executive shall (i) remain as an 
employee of the Company, and (ii) continue to receive Base Salary payments, 
but Employer shall have the right, at its sole election, to replace Executive 
as the Chief Executive Officer and President.  During this leave of absence, 
Executive shall not be precluded by this Agreement from seeking or obtaining 
new full time employment.  At the end of said six month temporary leave of 
absence, if Executive and Employer shall not have entered into a new 
employment arrangement, Executive's employment shall be automatically 
terminated.  In such event, Executive shall not be entitled to any severance 
payments.

            e.    The Executive's death shall not affect his rights under the 
Option.

      5.    Notices.

            Any notice or other communication hereunder shall be made in 
writing by hand-delivery and shall be deemed to have been delivered and 
received when delivered by hand, if personally delivered, as follows: (a) if 
to the Executive at the address shown at the beginning of this Agreement or to 
such other person(s) or address(es) as the Executive shall have furnished to 
the Employer in writing, and (b) if to the Employer at the address shown at 
the beginning of this Agreement, attention of the Board of Directors, with a 
copy to the Employer at the same address, Attention: General Counsel, or to 
such other person(s) or address(es) as such persons or the Company shall have 
furnished to the Executive in writing
<PAGE>     4

      6.    Assignability.

            This Agreement shall not be assignable by the Employer except to a 
majority-owned subsidiary or parent entity of the Employer and shall be 
binding upon and inure to the benefit of the Employer and its successors and 
assigns.  This Agreement shall not be assignable by the Executive, but it 
shall be binding upon, and to the extent provided in Section 4(a) shall inure 
to the benefit of, the Executive's heirs, executors, administrators and legal 
representatives.


      7.    Entire Agreement.

            This Agreement supersedes all prior understandings between the 
Executive and the Employer as to the subject matter hereof.

      8.    Waivers, Amendments and Further Agreements.

            Neither this Agreement nor any term or condition hereof, including 
without limitation the terms and conditions of this Section 8, may be waived, 
modified or amended in whole or in part as against the Employer or the 
Executive except by written instrument executed by each of the parties 
expressly stating that it is intended to operate as a waiver, modification or 
amendment of this Agreement or the applicable term or condition hereof.  Each 
of the parties hereto agrees to execute all such further instruments and 
documents and to take all such further action as the other party may 
reasonably require in order to effectuate the terms and purposes of this 
Agreement.

      9.    Severability.

            In case one or more of the provisions contained in this Agreement 
shall be or become invalid, illegal or unenforceable in any respect, the 
validity, legality and enforceability of the remaining provisions contained 
herein shall not in any way be affected or impaired thereby.

      10.   No Conflicting Obligations.

            The executive represents and warrants to the Employer that the 
Executive is not now under any obligation to anyone other than the Employer 
and other entities of which he is a non-executive director and has no interest 
which is inconsistent or in conflict with this Agreement, or would prevent, 
limit or impair, in any way, the Executive's performance of any of the 
covenants or duties hereinabove set forth.  However, subject to Section 2 
hereof, nothing herein shall be deemed to limit the Executive's participation 
in, or pursuit of, non-conflicting business interests.

      11.   Survival.

            Except as otherwise provided herein, the covenants, agreements, 
representations and warranties contained in or made pursuant to this Agreement 
shall survive the Executive's termination of employment, irrespective of any 
investigation made by or on behalf of any party.

      12.   Governing Law.

            This agreement shall be governed by and construed and enforced in 
accordance with the law of the State of Kansas.
<PAGE>     5

      13.   Arbitration.

            Any dispute, controversy or claim arising out of or relating to 
this Agreement or the breach thereof shall be finally settled by arbitration 
by a single arbitrator in accordance with the rules then in effect of the 
American Arbitration Association in an arbitration in Wichita, Kansas.  
Judgment upon an award rendered by the arbitrator may be entered in any court 
of competent jurisdiction.


      14.   Headings.

            The headings in this Agreement are solely for convenience of 
reference and shall be given no effect in the construction or interpretation 
of this Agreement.

      15.   Counterparts.

            This Agreement 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 Agreement effective as of the date first above written.


                                    MUELLER INDUSTRIES, INC.



                                    By:   /S/HARVEY L. KARP
                                          Name:
                                          Title:CEO & CHAIRMAN OF B/D
                                          Date:11/9/93



                                          /S/WILLIAM D. O'HAGAN
                                          William D. O'Hagan
                                          Date:11/8/93


AMENDMENT TO EMPLOYMENT AGREEMENT, EFFECTIVE AS 
OF AUGUST 10, 1995, BY AND BETWEEN MUELLER INDUSTRIES, INC.
AND WILLIAM D. O'HAGAN


                                   AMENDMENT 
 
     AMENDMENT, effective as of August 10, 1995, to EMPLOYMENT AGREEMENT by 
and between MUELLER INDUSTRIES, INC., a Delaware corporation having its 
principle address at 2959 North Rock Road, Wichita, Kansas 67226 ( the 
"Employer") and WILLIAM D. O'HAGAN, an individual residing at 1104 North 
Linden Circle, Wichita, Kansas 67206 (the "Executive"). 
 
 
                                   WITNESSETH: 
 
     WHEREAS, the parties desire to amend the Employment Agreement, dated as 
of January 1, 1994, between Employer and Executive (the "Employment 
Agreement"); the Employment Agreement, as amended effective as of August 10, 
1995, 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, 
1996" is amended to read as follows: "ending on December 31, 1999". 
 
     2.     Section 3 a (i) of the Agreement shall be revised to read as 
follows: " a base salary for the first calendar year at a rate of $375,000.00 
per annum to be paid in equal installments in accordance with normal payroll 
practices of the Employer but not less frequently than monthly, provided that 
in each subsequent calendar year or part thereof during which the Executive is 
employed commencing in 1996, Executive's base salary shall be adjusted upward 
annually from Executive's 1995 base salary in relation to increases granted to 
other key executives (the "Base Salary");". 
 
     3.     Section 3 a of the Agreement shall be amended by adding the 
following clause iv to the end of Section 3a: 
 
     "iv.     an option (the "Second Option") to acquire a total of fifty-five 
thousand (55,000) shares of common stock of the Employer, of which eleven 
thousand five hundred (11,500) shares has been granted pursuant to the 1991 
Incentive Stock Option Plan, and forty-three thousand five hundred (43,500) 
shares has been granted pursuant to the 1994 Stock Option Plan by the 
Compensation Committee, such option to be in the form and subject to the terms 
and conditions expressed in Exhibit A-1 attached hereto. 
 
     4.     Section 4 c (i) of the Agreement shall be amended by changing the 
word "1996" in the third and fifth line to "1999". 
 
     5.     Section 4 d of the Agreement shall be amended by changing the word 
"1996" in the second line to "1999". 
 
     6.     Section 4 of the Agreement shall be amended by adding the 
following subsections f and g to the end of Section 4: 
 
<PAGE>   2
     "f.     If concurrent with, or at any time within six months after a 
"Change in Control" either the Employer terminates the Executive's employment 
or the Executive voluntarily terminates his employment, then: 
 
     (i)     the Employer shall pay the Executive as severance pay in a lump 
sum within thirty (30) days following the termination, the following amounts, 
which shall not be discounted to take into account present value: 
 
          (1)  the Executive's full Base salary through the date of 
          termination at the rate in effect immediately prior to the 
          termination date; 
 
          (2)  in lieu of any further Base salary payments to Executive for 
          any period subsequent to the date of termination, an amount equal to 
          the period of (x) Executive's annual Base salary rate in effect 
          immediately prior to the date of termination, multiplied by (y) the 
          number of years (including partial years) then remaining in the 
          Term; and  

          (3)  in lieu of any further bonus payments to Executive for any 
          period subsequently to the date of termination, an amount equal to 
          the product of (x) Executive's bonus for the immediately preceding 
          year, multiplied by (y) the number of years (treating any remaining 
          partial year as a full year) then remaining in the Term; 
 
          (ii)  Employer shall, at Employer's expense, allow Executive to 
continue to participate, for the number of years (including partial years) 
then remaining in the Term, in all the Employer's employee benefits plans, to 
the same extent and upon the same terms and conditions as the Executive 
participated immediately prior to the termination, provided that Employee's 
continued participation is permissible or otherwise practicable under the 
general terms and provisions of such benefit plans; and 
 
          (iii)  on the later of (x) the day the Executive notifies the 
Employer he is terminating as a result of a Change in Control, and (y) ten 
(10) days prior to the date the Executive's employment is terminated,  all 
remaining unvested options previously granted Executive shall become 
exercisable on that date. 
 
     "Change in Control", as used in clause 4 f of the Agreement, is defined 
to mean the occurrence of any of the following three events: 
 
               (i)  a change in control of a nature that would be required to 
          be reported in response to any form or report to the Securities and 
          Exchange Commission or any stock exchange on which the Employer's 
          shares are listed which requires the reporting of a change in 
          control of the Employer; 
 
               (ii)  when a "person", as such term is used in Section 13(d) or 
          14(d) of the Securities Exchange Act of 1934, as amended (the 
          "Exchange Act"), is or becomes the "beneficial owner", as defined in 
          Rule 13d-3 under the Exchange Act, directly or indirectly, of 20%  
          or more of the voting power of the Employer's then outstanding 
          securities, other than (x) any person who is a beneficial owner of 
          more than 5% of Employer's Common Stock on August 10, 1995, (y) 
          "Exempted Persons" as defined in Section 1(a) of Employer's Rights 
          Agreement, dated as of November 10, 1994, or (z) mutual funds, 
          banks, investment advisors registered under the Investment Adviser 
          Act of 1940, as amended, and other institutional investors, which 
<PAGE>   3
          either (i)became 20% beneficial owners as a result of an acquisition 
          of Common Stock by the Employer which, by reducing the number of 
          such shares then outstanding, increases the proportionate number of 
          shares beneficially owned by such person to 20% or more of the 
          outstanding Common Stock, except that if such person, after such 
          share purchases by the Employer, becomes the beneficial owner of any 
          additional shares of Common Stock, then this exception shall not 
          apply and a Change in Control shall be deemed to occur on the date 
          such person becomes the beneficial owner of such additional shares, 
          or (ii) were exempted from the operation of this provision with the 
          prior approval of eighty percent of the Board of Directors of the 
          Employer; or 
 
               (iii)  when the individual who, on August 10, 1995, constitute 
          the Board of Directors of Employer cease for any reason to 
          constitute at least a majority thereof, provided, however, that a 
          director who was not a director on August 10, 1995 shall be deemed 
          to have been a director at that date if such director was elected 
          by, or on the recommendation of or with the approval of, at least 
          sixty percent of the directors on August 10, 1995 (either directly 
          or by prior operation of this provision); 
 
          provided, however, that a Change in Control shall not be deemed to 
          occur until, as to clause (i), a change in control form or report is 
          actually filed, and as to clause (ii), a beneficial owner discloses 
          in a public filing that it has crossed the 20% threshold. 
  
     g.     In no event may the Employer terminate the Executive's employment 
hereunder upon less than thirty (30) days prior written notice." 
 
     7.     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. 
 
     8.     This Agreement 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 above written. 
 
     MUELLER INDUSTRIES, INC. 
 
 
 
 
     By:/ s /  Harvey L. Karp                  / s /  William D. O'Hagan 
     Name:  Harvey L. Karp                     William D. O'Hagan 
     Title:  Chairman 
 

                                  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


EX-10.11 4 ex10_11.htm THIRD AMENDMENT TO O'HAGAN EMPLOYMENT AGREEMENT


Exhibit 10.11

MUELLER INDUSTRIES, INC.

AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Third Amendment (this “Amendment”) to the Amended and Restated Employment Agreement (the “Employment Agreement”), dated September 17, 1997, by and between Mueller Industries, Inc. (the “Company”) and William D. O’Hagan (the “Employee”) is entered into as of this 26th day of November, 2008, to be effective as of the date hereof.

 

WHEREAS, the Company and the Employee are parties to the Employment Agreement; and

 

WHEREAS, each of the Company and the Employee wish to amend the Employment Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

 

NOW, THEREFORE, the Employment Agreement is hereby amended as follows (with terms not otherwise defined in this Amendment having the same meaning as set forth in the Employment Agreement):

 

§           Employment Period.  Section 1 of the Employment Agreement shall be amended in its entirety to read as follows:

 

The Employer agrees to employ the Executive, and the Executive hereby accepts such employment, for a term commencing on the date hereof and ending on March 31, 2009.  During the portion of the term commencing on the date hereof and ending on December 31, 2008 (the “Employment Period”), the Executive shall serve as President and Chief Executive Officer of the Employer.  During the portion of the term commencing on January 1, 2009 and ending on March 31, 2009 (the “Transition Period”), the Executive shall remain employed by the Employer as a special advisor to the Chief Executive Officer of the Company, and shall provide such services as may be reasonably requested by the Employer, but shall no longer serve as the President and Chief Executive Officer of the Employer.”

 

§           Compensation.  A new Section 3(g) shall be added to the Employment Agreement, which shall read as follows:

 

As compensation for the Executive’s services during the Transition Period, the Employer shall pay the Executive an amount equal to $1,000,000, payable in equal installments in accordance with the Employer’s normal payroll practices.  In addition, during the Transition Period, the Executive shall participate in all disability and health plans and programs and all fringe benefit plans maintained by or on behalf of the Employer and in which senior executives of the Employer are entitled to participate.  The compensation and benefits described in this Section 3(g) shall be the sole compensation and benefits to which the Executive shall be entitled during the Transition Period.”

 

§           Timing of Bonus Payments during Employment.  To the extent all or any portion of the Bonus becomes earned and vested as a result of Employee’s continued service through a specified date (e.g., December 31 of the year to which such Bonus relates), such amount shall be paid at such time as otherwise provided in the Employment Agreement, but in no event later than one day prior to the date that is 2½ months following of the last day of fiscal year in which such specified date falls.

 

§           Certain Payments Due on a Termination of Employee’s Employment.  Notwithstanding anything in the Employment Agreement to the contrary, the payment (or commencement of a series of payments) under the Employment Agreement of any nonqualified deferred compensation (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) that is subject to the permissible payment rules of Section 409A of the Code (“Deferred Compensation”) and is made upon a termination of employment shall be delayed until such time as Employee has also undergone a “separation from service” as defined in Treas. Reg. § 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of Employee’s termination of employment under the Employment Agreement) shall be paid (or commence to be paid) to Employee on the schedule set forth in Employment Agreement as if Employee had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.”

 

§           Severance Payments Installments.  To the extent that the Employment Agreement provides for any payments of Deferred Compensation to be made in installments, each installment shall be deemed to be a separate payment pursuant to Treas. Reg. § 1.409A-2(b)(2)(iii).

 

§           Payment of Bonus Upon Termination of Employee’s Employment.  Section 4(c)(i) of the Employment Agreement shall be amended in its entirety to read as follows:

 

the Executive shall continue to receive (x) his then current Base Salary, payable in accordance with Section 3 hereof as if his employment had continued for the remainder of the Employment Period and (y) an annual bonus for each year remaining in the Employment Period equal to the average Bonus for the three calendar years immediately preceding the written notice, with the first such bonus to be paid in the year following the year in which such termination occurs, but in no event later than December 31 of such year, and each subsequent bonus to be paid on a yearly basis thereafter, but in no event later than December 31 of each such year.”

 

§           Continuation of Benefits Upon Termination of Employee’s Employment.  The third sentence of Section 4(c) of the Employment Agreement shall be amended in its entirety to read as follows:

 

Following such termination, the Employer shall pay the Executive an amount equal to the Executive’s monthly cost of continuation health, major medical, hospitalization and dental insurance coverage under the Employer’s health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for each month until and including the month that the Executive reaches age 65, including any increases in such monthly cost which may occur from the date of termination until the Executive reaches age 65.  Such amounts shall be paid on a monthly basis until December 31 of the year in which such termination occurs, and thereafter, on or after January 1 of each calendar year following the year in which such termination occurs, but in no event later than December 31 of each such calendar year.  In addition, the Executive will be entitled to continue to participate in the Employer’s health, major medical, hospitalization and dental insurance plans as are generally made available to the other executive officers of the Employer from time to time until he reaches age 65, provided he bears the full cost of the premium amounts associated with such continued participation.”

 

§           Definition of Change in Control.  The definition of “Change in Control” as set forth in Section 4(h)(iii) of the Employment Agreement shall be amended in its entirety to read as follows:

 

Change in Control,” as used in Section 4(h) of the Agreement, is defined to mean the occurrence of either of the following two events:  (i) when any “person,” as such term is used in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, acquires ownership of the Employer’s securities that, together with securities already held by such person, constitute more than 50% of the total voting power of the Employer’s then outstanding securities; provided, that if any one person is considered to own more than 50% of the total voting power of the Employer’s securities, the acquisition of additional securities by the same person will not be considered to cause a Change in Control; or (ii) the date a majority of members of the Employer’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Employer’s Board of Directors before the date of the appointment or election.”

 

§           Expenses Reimbursement. To the extent that any right to reimbursement of expenses under the Employment Agreement constitutes Deferred Compensation, such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee.

 

§           280G Gross-Up.  The fourth sentence of Section 6(b) of the Employment Agreement shall be amended in its entirety to read as follows:

 

Any Gross-Up Payment, determined pursuant to this Section 6, shall be paid by the Employer to the Executive within five days of the receipt of the Accounting Firm’s determination, but in no event later than the end of the taxable year next following the taxable year in which the Excise Tax is remitted to the Internal Revenue Service.”

 

§           Payment of Legal Fees.  The following shall be added after the first sentence of Section 6(c)(iv) of the Employment Agreement:

 

Any costs and expenses to be paid by the Employer in connection with contesting any such claim shall be paid no later than the last day of the taxable year immediately following the taxable year in which such Excise Tax and income tax are remitted to the taxing authority or where as a result of such proceedings or litigation no such taxes are remitted, the end of the taxable year immediately following the taxable year in which there is a final non-appealable settlement or other resolution of the claim.”

 

§           Delay of Certain Payments for Specified Employees.  Notwithstanding anything herein to the contrary, any payment of Deferred Compensation that is otherwise required to be made under the Employment Agreement to the Employee upon Employee’s separation from service shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”).  On the first business day following the expiration of the Delay Period, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.

 

§           Notices.  In Section 5 of the Employment Agreement, the name “Robert B. Hodes” shall be replaced by “Serge Benchetrit.”

 

To the extent not amended hereby, the Employment Agreement shall continue with full force and effect in accordance with its terms.  The other provisions and cross-references of the Employment Agreement shall be renumbered accordingly as a consequence of the additions and deletions described herein.

 

IN WITNESS WHEREOF, this Amendment has been entered into as of the date first set forth above.

 


 


 

ESTATE OF WILLIAM D. O’HAGAN

 

By: /S/ Geoffrey L. Jones

 

Geoffrey L. Jones, as Co-Personal Representative of the Estate of William O’Hagan

 

 

 

THE COMPANY

 

/S/ Harvey L. Karp

 

By: Harvey Karp

 

Title: Chairman