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To: in_outdaily who wrote (56058)	12/5/1999 10:29:00 AM
From: SargeK	Respond to of 95453

FGH Management in_outdaily: "With Holloway preparing to step down in less than 2 years, the average investor (that's me) sees future management as an issue." As you have stated, Mr Holloway's employment agreement is for two years. The employment agreement further provides for Mr. Holloway's appointment as Chairman of the board of directors of Friede Goldman Halter and Chief Executive Officer of Friede Goldman Halter during the term of his employment. Mr. Dane's employment agreement states: Beginning with the third anniversary of the effective date of the merger and continuing for each subsequent year that the agreement remains in effect, Mr. Dane will be nominated for Chairman of the board of directors of Friede Goldman Halter and will serve as Chief Executive Officer and President of Friede Goldman Halter." The proxy goes on to say: "provided that either Friede Goldman Halter or Mr. Dane may elect to terminate the agreement by providing the other party with at least 90 days' written notice prior to any year, beginning with the third anniversary of the effective date of the merger." With 24%+ ownership (with options for an additional 1 million shares + other bonus incentives) and as Chairman and CEO, I think if Mr. Holloway wants to stay longer and if the board agrees that it is in the best interest of FGH, Mr. Holloway may be issued a new employment agreement (by terminating Mr. Dane's agreement). Even if the agreement with Mr. Dane is not terminated, the Company and Mr. Dane will have the benefit of Mr. Holloway's (2 year) stewardship and existing strategic plans will have already been executed. FWIW In a nutshell: "Where does a 600 pound gorilla sleep?" Answer: "ANYWHERE HE WANTS TO!" Sarge