exh1054.htm

This will confirm that L.B. Foster Company, including its subsidiary CXT, Inc., (collectively “Foster”) will not terminate your employment prior to December 31, 2013, other than for “cause”. As used herein “cause” shall mean (a) willful or gross neglect of duties; (b) willful misconduct in the performance of such duties, so as to cause material harm to Foster or any of its subsidiaries; (c) you committing fraud, misappropriation or embezzlement in the performance of your duties; or (d) your committing any felony of which you are convicted and which, as determined in good faith by Foster’s Board of Directors, constitutes a crime involving moral turpitude.