8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2015

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri

(State or Other Jurisdiction of Incorporation)

0-24293	43-1309065
(Commission File Number)	(IRS Employer Identification No.)
411 Fountain Lakes Blvd., St. Charles, Missouri	63301
(Address of Principal Executive Offices)	(Zip Code)

(636) 946-6525

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry Into a Material Definitive Agreement

The information set forth under 5.02 of this Current Report on Form 8-K relating to the Amendment (as defined below) and the Restricted Stock Agreement (as defined below) is hereby incorporated into this Item 1.01 by this reference.

Section 2 - Financial Information

Item 2.06. Material Impairments

On February 6, 2015, LMI Aerospace, Inc. (the “Company”) concluded that the Company expects to record a non-cash, non-deductible goodwill impairment charge in the range of $24 million to $29 million in its consolidated financial statements for the quarter ended December 31, 2014, related to the Company’s Engineering Services segment. This non-cash impairment charge is not expected to result in any impact to the Company’s liquidity, compliance with its debt covenants, or any future operations.

Under Accounting Standards Codification (ASC) 350 “Intangibles Goodwill and Other”, the Company is required to test its goodwill and other intangible assets for impairment annually or when a triggering event has occurred that would indicate it is more likely than not that the fair value of the reporting unit is less than the book value including goodwill and other intangibles. The Company determined that an impairment of goodwill was required after conducting its required annual impairment test for each of its reporting units. The conclusion that an impairment charge is necessary is primarily the result of the sustained decline in sales and profitability with respect to our engineering services business.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On February 2, 2015, the Company finalized the appointment of Jennifer Alfaro as its Chief Human Resources Officer, which appointment was previously disclosed on the Company’s Current Report on Form 8-K dated January 12, 2015 (the “Prior Form 8-K”). In connection with her appointment Ms. Alfaro was granted 4,217 shares of restricted Company common stock (the “Shares”). The Shares are subject to certain vesting conditions, were granted as an inducement award pursuant to NASDAQ Listing Rule 5635(c)(4) and were granted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions or other remuneration was paid in connection with the grant of the Shares.

Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2015, the Company and Lawrence E. Dickinson, entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement between the Company and Mr. Dickinson dated February 25, 2014 (the “Original Agreement”). Via this Amendment, Mr. Dickinson was officially appointed as the Company’s President - Strategy and Corporate Development, having previously served as President - Valent Operations. The Amendment modified the Original Agreement by providing that the term will end on January 1, 2016. In addition, Mr. Dickinson’s annual performance bonus for 2015 was revised and will be based upon performance goals to be determined by the Company in consultation with Mr. Dickinson as set forth in the Amendment. The Amendment also redefined the period of certain restrictive covenants imposed on Mr. Dickinson.

In connection with the appointment of Ms. Alfaro, and also previously disclosed on the Prior Form 8-K and generally described in Item 3.02 above, the Company granted Ms. Alfaro the Shares. The award is subject to a Restricted Stock Agreement between the Company and Ms. Alfaro dated February 2, 2015 and accepted February 4, 2015 (the “Restricted Stock Agreement”) and provides for a three-year vesting period.

The foregoing summaries of the Amendment and Restricted Stock Agreement do not purport to be complete and are qualified in their entirety by reference to the complete Amendment and Restricted Stock Agreement, which are attached as Exhibit 10.1 and 10.2, respectively, and incorporated herein by this reference.

Section 8 - Other Events

Item 8.01. Other Events.

On February 9, 2015, the Company issued a press release announcing the expected impairment and certain management changes (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	See the Exhibit Index which is hereby incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  February 9, 2015

	LMI AEROSPACE, INC.
By:	/s/ Clifford C. Stebe, Jr.
	Clifford C. Stebe, Jr.  Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to the Employment Agreement by and between LMI Aerospace Inc. and LMI Aerospace, Inc., dated February 5, 2015.
10.2	Restricted Stock Award Agreement between LMI Aerospace, Inc. and Jennifer Alfaro dated February 2, 2015
99.1	Press Release issued by LMI Aerospace, Inc. dated February 9, 2015.

EX-10.1

Exhibit 10.1

AMENDMENT 1

EMPLOYMENT AGREEMENT

THIS AMENDMENT 1 (“Amendment 1”) TO THE EMPLOYMENT AGREEMENT (“Agreement”) by and between LMI AEROSPACE, Inc., a Missouri corporation(“Corporation”), its successors, and assigns and LAWRENCE E. DICKINSON (“Employee”) is entered into this 6th day of February 2015.

1. The purpose of this Amendment is to revise certain terms and conditions of the Agreement to reflect Employee’s new role in the Corporation, as more specifically set forth below.

2. Section 3(A)- Section 3(A) of the Agreement shall, as of January 1, 2015 (the “Effective Date”), be revised to read:

Position. Corporation hereby employs Employee as its President, Strategy and Corporate Development, reporting to the Chief Executive Officer (“CEO”). Employee’s title and/or reporting structure may be modified during Employee’s employment by the officers or the Board of Directors of the Corporation (“Board”).

3. Section 3(B)- Section 3(B) of the Agreement shall, as of the Effective Date, be revised to read:

Duties. Employee shall be responsible for such duties, responsibilities, and functions, at such locations, and in such manner as may be specified from time to time during Employee’s employment by the CEO or the Board.

4. Section 3(C)- Section 3(C) of the Agreement shall, as of the Effective Date, be revised to read:

Duty of Loyalty. Employee agrees to devote so much of Employee’s time, attention and energies to the business of Corporation as is necessary for the successful completion of Employee’s duties and shall act at all times in the best interest of Corporation. Employee shall not engage in any other business activities without the advance written consent of Corporation. Such consent by Corporation shall not be unreasonably withheld provided that such other business activities do not detract from or violate Employee’s duties for and obligations to Corporation.

5.Section 4- Section 4 of the Agreement shall, as of the Effective Date, be revised to read:

Term. The term of Employee’s employment under this Agreement shall commence on January 1, 2014, and shall terminate on January 1, 2016 (“Initial Term”) unless sooner terminated by either Party in accordance with the terms of this Agreement.

6.Section 5(B)- Section 5(B) of the Agreement shall, as of the Effective Date, be revised to read:

B. Performance Bonus. Employee shall be eligible for an annual bonus based on performance (“Performance Bonus”).

i. For 2014, provided Corporation’s financial targets are met and Employee has achieved and is maintaining a satisfactory level of performance as determined by Corporation and Employee is employed under the terms and conditions of this Agreement as of the first day of 2015, Corporation shall pay Employee a Performance Bonus, which shall be calculated as follows:

a. Five percent (5%) of Employee’s Base Salary, provided Corporation’s Aerostructures Division’s Annual Income from Operations for such fiscal year is not less than sixty percent (60.0%) of its budgeted Annual Income from Operations; plus

b. Five percent (5%) of Employee’s Base Salary, provided Corporation’s Aerostructures Division’s Annual Income from Operations for such fiscal year is not less than one-hundred percent (100%) of its budgeted Annual Income from Operations; plus

c. Eighteen hundredths of one percent (0.18%) of Corporation’s Annual Income from Operations provided Corporation’s Annual Income from Operations for such fiscal year is not less than seventy-five percent (75%) of its budgeted Annual Income from Operations.

For purposes of the calculation of the 2014 Performance Bonus, Corporation’s “Annual Income from Operations” means its annual income from operations, on a consolidated basis, for a given fiscal year, as determined by the firm of independent certified public accountants providing auditing services to the Corporation, using generally accepted accounting principles, consistently applied, and calculated without regard to (a) any bonus paid pursuant to employment contracts, (b) any income or loss attributable to any other corporation or entity (including the assets of a corporation or entity that constitute an operating business) acquired by or merged into the Corporation subsequent to the effective date of this Agreement.

Corporation’s Aerostructures Division’s “Annual Income from Operations” means the annual income from operations of the Corporation, as defined in the preceding paragraph, less the Annual Income from Operations of D3 Technologies, Inc. and TASS, Inc.

Any Performance Bonus payment shall be less any authorized or required payroll deductions and shall be paid not later than fifteen (15) days after the receipt by Corporation of its annual audited financial statements, which Corporation expects to receive within ninety (90) days after the end of each Corporation fiscal year. The Performance Bonus will be paid either one hundred percent (100%) in cash or, at Employee’s election, fifty percent (50%) in cash and fifty percent (50%) in Corporation stock. The price per share for any Corporation stock paid as part of the Performance Bonus is based on the average price per share on the date the cash portion of the bonus is paid and such stock is granted. Should Employee elect the option to have 50% paid in cash and 50% in Corporation stock, such election must be made and communicated in writing to Corporation by March 31 of the fiscal year in which such Performance Bonus may be earned.

ii. For 2015, Employee shall be eligible for a Performance Bonus provided Employee’s individual performance goals are met. The performance goals establishing Employee’s eligibility for the Performance Bonus will be determined by the CEO, in consultation with Employee, and the amount of any Performance Bonus payout shall be determined by the Compensation Committee of the Board in consultation with the CEO. In no event shall Corporation be obligated to pay Employee any Performance Bonus if minimum performance goals are not achieved.

Any Performance Bonus payment shall be less any authorized or required payroll deductions and shall be paid at or prior to the expiration of this Agreement.

iii. Corporation retains the right to modify or adjust the manner in which the Performance Bonus is calculated at any time, including in the event that Corporation either acquires the majority interest or more in the assets of another entity, experiences a change in its organizational structure affecting one or more of its entities, or sells its assets, or any

portion thereof, to another entity. However, any modification to the Performance Bonus calculation during the term of this Agreement shall provide Employee the opportunity to earn, at a minimum, a Performance Bonus amount comparable to the amount Employee is eligible to earn under the Performance Bonus calculation set forth above.

iv. In addition to the Performance Bonus (if any), Employee shall be entitled to receive such bonus compensation as the Board may authorize from time to time. However, nothing in this Agreement shall be construed to entitle Employee to receive any bonus compensation that has not been formally declared. Any bonus compensation payable to Employee shall be less any authorized or required payroll deductions and shall be paid within sixty (60) days from the date such bonus was authorized by the Board.

v. Notwithstanding any term to the contrary contained in any Restricted Stock Agreement (“RSA”) executed by Corporation and Employee, Corporation agrees that any restricted stock granted to Employee through any RSA shall, if unvested as of the last day of the Initial Term, shall be accelerated to vest on such day.

vi. Pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Clawback Provision”), if Corporation is required to prepare an accounting restatement for any fiscal quarter or year due to the material non-compliance of Corporation with any financial reporting requirement under the securities laws, Corporation shall recover any incentive-based compensation (including stock options) paid to any current or former executive officer during the three-year period preceding the date on which the Corporation is required to prepare a restatement. The amount to be recovered is the excess of the amount originally paid to the executive officer based on the incorrect financial statements over the amount that would have been paid under the restated financials. In the event of any inconsistency between this section v. and of the Dodd-Frank Clawback Provision, the Dodd-Frank Clawback Provision shall prevail. Additionally, to the extent that future rules and regulations are promulgated by the Securities and Exchange Commission or any other federal regulatory agency that would add to, modify or supplement the Dodd-Frank Clawback Provision (each, a “Modification”), then this section v. shall be deemed modified to the extent required to remain consistent with the Dodd-Frank Clawback Provision, giving effect to such revision as of the date upon which such Modification becomes or would otherwise be deemed to be effective.

7.Section 9A.Section 9A shall be revised to read as follows:

Limitation on Competition. During the term of Employee’s employment, Employee shall not engage, directly or indirectly, either personally or as an employee, partner, associate partner, owner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of Corporation. For purposes of this covenant, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein Corporation is engaged in marketing its products, and if it involves the design or manufacture of products for the aerospace industry that are the same or substantially similar to those designed or manufactured by Corporation or if it is in any manner competitive, as of the date of cessation of the Employee’s employment, with any business then being conducted by Corporation or as to which Corporation has then formulated definitive plans to enter;

8.Section 9B.Section 9B shall be revised to read as follows:

Non-Solicitation of Customers. During the term of Employee’s employment, Employee shall not, individually or collectively, as a participant in a partnership, sole proprietorship, corporation, limited liability Corporation, or other entity, or as an operator, investor, shareholder, partner, director, employee, consultant, manager, sales representative, independent contractor or advisor of any such entity, or in any other capacity whatsoever, either directly or indirectly (i) solicit any business from any Customer or assist any other entity in soliciting any business from any Customer; (ii) request or advise any Customer to

withdraw, curtail, or cancel any of such Customer’s business or other relationships with Corporation; or (iii) otherwise interfere with any relationship between Corporation and any Customer. As used in this section, “Customer” shall mean any person or entity (and/or their respective affiliates or successors) to which Corporation rendered any services or sold anything of value to.

9.Section 9C.Section 9C shall be revised to read as follows:

Non-Solicitation of Suppliers. During Employee’s employment, Employee shall not induce or attempt to induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with Corporation to terminate their relationship with Corporation, or to represent, distribute or sell products in competition with products of Corporation; or

10. Section 9D.Section 9D shall be revised to read as follows:

Non-Solicitation of Employees. During Employee’s employment and for a period of one (1) year after the termination of such employment for any reason (the “Restricted Period”), Employee shall not (i) participate, directly or indirectly, in or be materially involved in any manner in the hiring or any attempt to hire as an employee, officer, director, consultant, or advisor any person who is, at the time of such hiring or attempted hiring, or was within six (6) months of such hiring or attempted hiring, an employee of Corporation; or (ii) otherwise, directly or indirectly, induce or attempt to induce any employee of Corporation or of any affiliate of Corporation to leave the employ of Corporation.

All other terms of the Agreement, as previously amended, remain unchanged.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first set forth above.

CORPORATION:LMI AEROSPACE, INC.

/s/ Daniel G. Korte

DANIEL G. KORTE, CEO

EMPLOYEE:     /s/ Lawrence E. Dickinson

LAWRENCE E. DICKINSON

EX-10.2

Exhibit 10.2

Fair value per share on Grant Date 02/02/15 - $14.23

THE RESTRICTED SHARES AWARDED UNDER THIS RESTRICTED STOCK AWARD AGREEMENT ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE UNTIL VESTED.

LMI AEROSPACE, INC.

RESTRICTED STOCK AWARD AGREEMENT

TO: Jennifer Alfaro:

For the purposes set forth in, but not pursuant to, the LMI Aerospace, Inc. ("Company") 2005 Long-Term Incentive Plan, as the same may be amended from time to time (the "Plan"), you have been awarded by the Committee four thousand two hundred and seventeen (4,217) sharesof the common stock of the Company, $0.02 par value per share (the "Restricted Shares"), which award (the "Award") is subject to and conditioned upon your acceptance of this Restricted Stock Award Agreement (the "Agreement"). The Award is being granted to you as an inducement material to your entering into employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

The Award is subject to the terms of this Agreement, and the terms governing Restricted Stock provided in the Plan as if the Award was granted as Restricted Stock pursuant to the Plan (the “Plan Terms”); provided, however, that for purposes of clarification, the Award is not granted pursuant to the Plan and the issuance of the Restricted Shares shall not count against any Shares available for issuance under the Plan. The Plan Terms are incorporated into this Agreement by reference. In the event of a conflict between the terms of this Agreement and the Plan Terms, the Plan Terms shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The more salient terms of the Award are summarized as follows:

1.Grant Date:02/02/15

2.Number of Restricted Shares Subject to this Award:4,217

3.Restricted Period. Restricted Shares awarded hereunder shall with respect to 100% of the shares remain unvested and restricted for a period of three years commencing on the Grant Date specified in paragraph 1 above and ending on February 2, 2018 provided, however, that notwithstanding the foregoing, the "Restricted Period" (as defined below) shall earlier lapse and such Restricted Shares shall vest and become unrestricted upon your death or Permanent Disability. As used herein, the term "Restricted Period" means the first to occur of: (a) your death; (b) your Permanent Disability; or (c) the expiration of the aforementioned Restricted Period expiration dates. During the Restricted Period, the Restricted Shares awarded to you pursuant to this Agreement shall not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered except as provided in this Agreement or in the Plan Terms.

4.Termination. All Restricted Shares granted under this Agreement shall terminate upon the termination of your status as an Employee of the Company and its Affiliates at any time during the Restricted Period for any reason other than your death or Permanent Disability.

5.Rights as a Stockholder. Restricted Shares, when issued, will be represented by a stock certificate or certificates registered in your name. If requested by the Company, such certificate shall bear, in addition to any other legends the Company may require in its sole discretion, a legend in substantially the following form:

"The shares represented by this certificate are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in the Restricted Stock Award Agreement and as set forth in such agreement, certain terms of the LMI Aerospace, Inc. 2005 Long-Term incentive Plan. A copy of such Plan is on file in the office of LMI Aerospace, Inc."

You will deposit such certificates with the Company or its designee, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares that shall have been forfeited. The Restricted Shares shall constitute issued and outstanding shares of Common Stock for all corporate purposes other than the right to receive and retain dividends or other distributions in respect of such shares ("Retained Distributions"). You will have the right to vote such Restricted Shares and to exercise all other rights, powers and privileges of

a holder of Common Stock with respect to such shares, with the exception that (i) you will not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Restricted Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restricted Period; (iii) the Company will retain custody of all distributions made or declared in respect of the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts); (iv) you may not sell, assign, transfer or otherwise dispose of, or mortgage, pledge, or otherwise encumber any Restricted Shares or any Retained Distributions during the Restricted Period; and (v) a breach of any restrictions, terms or conditions provided in this Agreement or the Plan Terms, or established by the Committee, with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

6.Termination of Restricted Period. Upon the termination of the Restricted Period (whether by the expiration or earlier termination thereof as provided in paragraph 3) with respect to your Restricted Shares and the satisfaction of any other applicable restrictions, terms and conditions, all Restricted Shares issued to you and any Retained Distributions with respect to such Restricted Shares shall become vested and no longer subject to forfeiture. The Company shall promptly thereafter issue and deliver to you new stock certificates or instruments representing the Restricted Shares and other distributions registered in your name or, if deceased or disabled, your legatee, personal representative or distribute, which do not contain the legend set forth in Section 5 hereof.

7.Beneficiary Designation. You may designate a beneficiary for each outstanding grant of Restricted Shares in the event of your death. If no beneficiary is designated or the beneficiary does not survive you, the award shall be made to your surviving spouse, or, if there is none, to your estate.

8.Section 83(b) Election. If you decide to file an election with the Internal Revenue Service to include the Fair Market Value of any of your Restricted Shares awarded hereunder in your gross income as of the date of this Award, you shall promptly furnish to the Company a copy of such election, together with the amount of any federal, state, local or other taxes required to be withheld, to enable the Company to claim an income tax deduction with respect to such election.

9.Taxes.

(a)Generally. You are ultimately liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company or any of its subsidiaries takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any of its subsidiaries makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares after the Restricted Shares has vested. The Company and its subsidiaries do not commit and are under no obligation to structure the Award to reduce or eliminate your tax liability.

(b)Payment of Withholding Taxes. Unless you have filed a Section 83(b) election, the vesting of Restricted Shares will trigger a taxable event. Prior to the occurrence of vesting, you must arrange for the satisfaction of the minimum amount of such tax, whether federal, state or local, including any social security tax obligation ("Tax Withholding Obligation") in a manner acceptable to the Company.

You may satisfy your Tax Withholding Obligation by:

(i)delivering of a certified check payable to the Company, c/o the Corporate Secretary, at the address specified in Section 12, or such other address as the Company may from time to time direct; or

(ii)electing in writing to have the Company retain that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld (rounded downward to the nearest whole) determined on the applicable Vest Date; or

(iii)    such other means as the Committee may permit;

provided, however, that if you do not elect the means by which you will satisfy your Tax Withholding Obligation within five business days following the date upon which the Restricted Shares vest, the Company may satisfy this obligation by any means reasonable, including automatic deduction from your check (s) for compensation.

10.No Registration. You represent and warrant that the Restricted Shares issued pursuant to this Agreement are being acquired for your own account for investment only and not with a view to, or for sale in connection with, any distribution of such Restricted Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities laws or any rules or regulations promulgated thereunder (“Applicable Securities Laws”). You further acknowledge, represent and warrant that the Restricted Shares have not been registered under Applicable Securities Laws, and as a result, you will not be able to transfer or sell shares even after the restrictions lapse unless exemptions from registration under Applicable Securities Laws are available. Such exemptions from registration are limited and might be unavailable. You agree that any resale by you of Shares shall comply in all respects with the requirements of all Applicable Securities Laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may be amended from time to time. The Company shall not be obligated to either issue Restricted Shares or permit the resale of any shares following vesting, if such issuance or resale would violate any such requirements. You acknowledge that the Company is under no obligation to register the Restricted Shares on your behalf or to assist you in complying with any exemption from registration under the Securities Act or state securities laws.

11.Limitation on Rights; No Right to Future Grants. By entering into this Agreement and accepting the Award, you acknowledge that: (a) the Plan Terms may be modified, suspended or terminated by the Board at any time as provided in the Plan Terms; (b) the grant of the Award is a one-time benefit and does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any such future grants, including, but not limited to, the times when awards will be granted, the number of shares of Common Stock subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company; (d) the Award is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits or similar payments; (e) the future value of the common stock subject to the Award is unknown and cannot be predicted with certainty; and (f) neither this Agreement, the Award nor the issuance of the Restricted Shares confers upon you any right to any relationship with the Company or any subsidiary other than as expressly provided hereby or thereby.

12.Execution of Award Agreement. Please acknowledge your acceptance of the terms and conditions of the Award by signing the original of this Agreement and returning it to the Corporate Secretary of the Company at the principal corporate offices of the Company at 411 Fountain Lakes Blvd., St. Charles, Missouri 63301. If you do not sign and return this Agreement, the Company is not obligated to provide you any benefit hereunder and may refuse to issue Restricted Shares to you.

13.Governing Law. The validity, construction, and effect of this Agreement and regulations relating to this Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Missouri.

14.Rights and Remedies Cumulative. All rights and remedies of the Company and you enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this Agreement, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

15.Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction-or interpretation of this Agreement or any provision thereof.

16.Entire Agreement. This Agreement and the Plan Terms constitute the entire agreement between the Company and you in respect of the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement. No officer, employee or other servant or agent of the Company, and no servant or agent of you is authorized to make any representation, warranty or other promise not contained in this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless contained in a writing signed by the party to be charged.

17.Successors and Assigns. At the option of the Company, the rights of the Company under this Agreement may be transferable to any one or more persons or entities, and all covenants and agreements hereunder so transferred shall inure to the benefit of, and be enforceable by, such transferees.

Very truly yours,

LMI AEROSPACE, INC.

By: /s/ Clifford Stebe

Name: Clifford Stebe

Title:Chief Financial Officer

Facsimile: 636-916-2151

ACCEPTANCE AND ACKNOWLEDGMENT

I, a resident of Missouri, accept and agree to the terms of the Award described in this Agreement and in the Plan Terms, acknowledge receipt of a copy of this Agreement, the Plan and the applicable Plan Summary, and acknowledge that I have read them carefully and that I fully understand their contents.

Dated: February 4, 2015

/s/ Jennifer Alfaro     

Jennifer Alfaro

Address: On File

Tax Payer ID: On file

EX-99.1

Exhibit 99.1

LMI Aerospace, Inc. Announces Non-Cash Goodwill Impairment Charge, Management Changes

St. Louis, February 9, 2015 - LMI Aerospace, Inc. (Nasdaq: LMIA) (“LMI” or the “Company”), a leading supplier of structural assemblies, kits and components and provider of design engineering services to the aerospace and defense industries, today announced that it expects to record a $24-$29 million, non-cash, non-deductible goodwill impairment charge in the fourth quarter of fiscal year 2014, related to its Engineering Services segment.

Under generally accepted accounting principles (GAAP), companies are required to conduct an annual goodwill impairment test for each of their reporting units. Goodwill is considered impaired when its carrying amount exceeds its implied fair value. As a result of its annual impairment test, LMI determined that a write down of its Engineering Services reporting unit goodwill was required, with the bulk of the impairment attributable to a sustained decline in sales and lower overall demand for engineering services.

Demand for aerospace structural design engineering has slowed as a result of a decrease in the number of new development programs currently in process. Further, competition from lower cost competitors and customers choosing to keep design work in house rather than outsourcing has also contributed to reduced demand as well as lower profitability for such services.

The Company is in the process of finalizing the actual amount of the impairment charge, which will be completed prior to reporting its fourth quarter and full-year 2014 financial results.

In response to the challenges facing the Engineering Services business, LMI also announced that, effective immediately, it has appointed Brian P. Olsen, the Company’s Executive Director of Business Development, as Acting President, Engineering Services. Jay Inman will assume the role of Acting Chief Operating Officer, Engineering Services.

“The Engineering Services business needs to focus heavily on revenue generation and business development in the coming year,” said Dan Korte, Chief Executive Officer of LMI. “Brian possesses the skills and experience required to actively seek out new opportunities for both the design and after-market portions of our services business. This change will also allow Jay Inman the ability to focus his leadership efforts on operational excellence, which will remain the other critical element of segment success in 2015.”

Olsen is a seven year veteran of LMI and has held leadership positions in both operations and contracts. In addition to his work at LMI, Brian has spent approximately 20 years in the maintenance repair and overhaul business, as a General Manager for BF Goodrich and as President of Empire Aero Center, an Israel Aerospace Industries Company.

About LMI Aerospace

LMI Aerospace, Inc. (Nasdaq:LMIA), is a leading supplier of aerostructures, engineering services, and structural testing to the commercial, business and regional, and military aerospace markets. For more than 65 years, LMI has provided solutions to its customers' most challenging problems across the entire aerospace industry. From manufacturing more than 40,000 products for integration into a variety of aircraft platforms to supporting aircraft product lifecycles and fleet support via complete turnkey

engineering capabilities, LMI offers complete, integrated solutions in aerostructures, engineering and program management services. With "A Higher Level of Performance," LMI ensures every customer interaction and touch point is met with a commitment to deliver the highest-quality products, best customer service and the most outstanding value in the industry. Based in St. Louis, LMI has operations in 27 locations across the U.S. as well as internationally in England, Australia, Mexico and Sri Lanka. For more information go to www.lmiaerospace.com.

Cautionary Statements Regarding Forward-Looking Statements

This news release includes forward-looking statements, including statements related to LMI's outlook for 2015 and beyond, and other statements based on current management expectations, estimates and projections. Such forward-looking statements are not guarantees and are inherently subject to various risks and uncertainties that could cause actual results and events differ materially from the forward-looking statements. These risks and uncertainties include those Risk Factors detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2013, and any risk factors set forth in our other filings with the Securities and Exchange Commission. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

Media Contact:

Deb Guse

816-423-5603