Exhibit 10.19
January 4, 1988
Xx. Xxxxxxx X. Xxxxxx
Vice President, Quality Assurance & Technology
Special Metals Corporation
Xxxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
Re: EMPLOYMENT AGREEMENT
Dear Xx. Xxxxxx:
Special Metals Corporation (hereinafter referred to as the
"Company") is pleased to offer you employment for an employment period
(hereinafter referred to as the "Employment Period") commencing January 1, 1988,
in accordance with the following terms:
1. You shall serve the Company as Vice President, Quality
Assurance and Technology, or in such other executive positions as the Company
may direct, performing all duties relating to your position or as shall be
assigned to you from time to time by the Company, using your best energies and
abilities in the performance of such duties.
2. The Employment Period shall continue through the latter of
(a) December 31, 1989 or (b) one (1) year from the date you receive written
notice of termination from the Company; or, alternatively, for one hundred and
eighty (180) days from the date the Company receives advance written notice of
termination from you. The Employment Period shall, however, terminate upon two
(2) months advance written notice from the Company if you, in the Company's
judgment, with the Company acting in good faith and upon reasonable grounds, and
after-written notice of failure from the Company, fail to adhere to the terms
and conditions hereunder or should you engage in conduct which would injure the
reputation of the Company or otherwise materially and adversely affect its
interest if you were retained as an employee. The Employment Period shall,
likewise, terminate upon six (6) months advance written notice if you, in the
Company's judgment, with the Company acting in good faith and upon reasonable
grounds, are unable, for a period of six (6) months, to effectively perform your
duties by reason of illness or incapacity, or should you die. The date of death
shall be construed to be the date of written notice of termination. In the event
of death, all salary owed to you shall be paid to your widow, or, if none, to
your estate.
Xx. Xxxxxxx X. Xxxxxx
Vice President, Quality Assurance and Technology
Page -2-
3. During the Employment Period, you shall receive as
compensation for your services a salary, payable at a rate of Seventy Seven
Thousand Three Hundred Seventy-Six Dollars ($77,376.00) per annum or such higher
amount as the Company, at its sole discretion, may determine. You shall also be
entitled to participate in such employee benefit plans, including bonus plans,
as the Company may, from time to time, maintain for its salaried employees in
job level 34; and shall, in addition, receive the use of a Company car of the
Company's choosing and membership in the Yahnundasis Golf Club. Your salary
shall be reviewed in accordance with standard Company policy for adjustment
during FY88 and in January of 1989 and in each successive January during the
Employment Period.
4. You shall not, so long as the Company is obligated to pay
you a salary, whether as principal or as agent, officer, director, employee,
consultant, or otherwise, alone or in association with any other person,
corporation or other entity, render services to any person, corporation or other
entity engaged in any business similar to the business carried on by the
Company, except in the course of your employment by the Company or with the
prior written consent of the Company.
5. You shall abide by the terms of Special Metals standard
Employee Agreement pertaining to confidential information and inventions, a copy
of which is attached hereto.
6. The terms hereof shall be governed by and construed in
accordance with the laws of the State of New York.
If the foregoing is acceptable to you, please execute the
duplicate originals of this letter in the space provided below and return one
fully executed original to us.
Very truly yours,
SPECIAL METALS CORPORATION
/s/ Xxxxxx X. Van Meter
----------------------------------
Xxxxxx X. Van Meter
President & Chief Operating Officer
Accepted and agreed to this 22nd day of January, 1988.
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
[Letterhead of Special Metals Corporation]
March 26, 1992
Xx. Xxxxxxx X. Xxxxxx
Special Metals Corporation
0000 Xxxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxxxxx, XX 00000-0000
Re: EMPLOYMENT AGREEMENT
Dear Gern:
Reference is made to your Employment Agreement dated January 4,
1988.
Special Metals Corporation proposes a revision to your Employment
Agreement. The Company is offering to pay you additional gross income of One
Thousand Fifty Dollars ($1,050.00) per month in return for surrendering your
Company car (and all benefits associated therewith) and your Company paid
Yahnundasis Golf Club membership.
The revision to your Employment Agreement shall be effective as of
May 1, 1992. You shall surrender your Company car by April 30, 1992 unless you
and the Company come to terms for the purchase thereof.
You shall use a personal car for Company business when automobile
transportation is called for and it is reasonable to expect you to use your
personal car. Reimbursement shall be made to you at fifty percent (50%) of the
mileage rate typically paid at the time by the Company for reimbursement for use
of a personal car for Company business.
As a One Hundred Dollar ($100.00) Yahnundasis Golf Club Membership
Certificate and a Fifteen Hundred Dollar ($1,500.00) Bond Certificate purchased
by the Company for you are refundable to you, you agree to reimburse the
Company for Sixteen Hundred Dollars ($1,600.00) in accordance with the attached
letter dated March 3, 1988.
Xx. Xxxxxxx X. Xxxxxx
March 26, 1992
Page -2-
If the proposed offer and terms in this letter are acceptable to
you, we ask that you execute the duplicate originals in the space provided
below, have your signature attested to, and return one fully executed original
to us.
Very truly yours,
SPECIAL METALS CORPORATION
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President
Accepted and agreed to this 26 day of March, 1992.
Attested to:
/s/ X. X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
------------------------ ------------------------------
Xxxxxxx X. Xxxxxx
April 21, 1994
Memo to: X.X. Xxxxxx
From: X. X. Xxxxxx
Subject: EMPLOYMENT AGREEMENT
Reference is made to a letter dated March 26, 1992 which
modified your Employment Agreement with respect to a Company car and Club
membership.
Special Metals is hereby modifying the fourth paragraph of the
March, 1992 letter to read as follows:
"You shall use a personal car for Company business when
automobile transportation is called for and it is reasonable
to expect you to use your personal car. Reimbursement shall be
made to you at the mileage rate typically paid at the time by
the Company for reimbursement for use of a personal car for
Company business."
effective May 1, 1994. The words "fifty percent (50%) of" appearing before "the
mileage rate" have been deleted.
/s/ X. X. Xxxxxx
X. X. Xxxxxx
