1
EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the ____ day of June, 1998 (the "Effective Date") by and between Naporano Iron &
Metal Co., a New Jersey corporation and Nimco Shredding Co., a New Jersey
corporation (collectively, the "Employer"), Metal Management, Inc., a Delaware
corporation ("MTLM") and Xxxxxx X. Xxxxxxxx (the "Employee").
RECITALS
WHEREAS, the Employer, together with Nimco Shredding Co. ("Nimco"),
carries on a business relating to the purchase of prepared and unprepared
metallic scrap, the processing of such scrap into forms suitable for consumption
and the transport, handling and brokerage of such material (the "Business");
WHEREAS, pursuant to the Stock Purchase Agreement by and among MTLM and
the shareholders (including the Employee) of the Employer and Nimco dated May
25, 1998 (the "Stock Purchase Agreement), MTLM purchased all of the stock of the
Employer and Nimco;
WHEREAS, upon consummation of the transactions contemplated by the
Stock Purchase Agreement, the Employer will be a wholly owned subsidiary of
MTLM; and
WHEREAS, the Employer desires that the Employee continue to be employed
as a senior executive of the Employer, and the Employee has agreed to continue
his employment with the Employer, subject to and upon the terms and conditions
set forth below;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and provisions hereinafter set forth, the Employer and the Employee
agree as follows:
1. EMPLOYMENT.
1.1. NATURE OF EMPLOYMENT. The Employer hereby agrees to continue
to employ the Employee and the Employee hereby agrees to
continue to be employed by the Employer, subject to and upon
the terms and conditions hereinafter set forth.
1.2. EMPLOYMENT TERM. Subject to the terms and conditions of this
Agreement, the "Initial Employment Term" of this Agreement
shall commence on the Effective Date and shall continue until
the first anniversary thereof. The "Continuing
-1-
2
Employment Term" shall be the period commencing on the first
anniversary of the Effective Date and ending on the third
anniversary thereof. The Initial Employment Term and the
Continuing Employment Term are referred to herein collectively
as the "Employment Period".
2. DUTIES AND RESPONSIBILITIES OF THE EMPLOYEE.
2.1. DUTIES AND RESPONSIBILITIES. During the Initial
Employment Term, while he is employed by the Employer, the
Employee shall serve as the President and Chief Executive
Officer of the Employer and shall faithfully and diligently
render such services and perform such related duties and
responsibilities as are customarily performed by a person
holding such position(s) including the management of the day
to day operations of Employer and as otherwise may from time
to time be reasonably assigned to him consistent therewith by
the Board of Directors of the Employer. Such duties and
responsibilities shall include providing strategic advice and
counsel to the Employer and its Affiliates relating to the
operations of the Business and the acquisitions of related
business in the United States. The Employee shall not be
authorized to enter into any agreement or contract on behalf
of the Employer, or to commit the Employer to any obligation,
other than in the normal, usual and ordinary course of the
Employer's business, and consistent with past practice,
without the prior approval of MTLM's President and Chief
Operating Officer. During the Continuing Employment Term,
while he is employed by the Employer, Employee shall provide
advice and counsel regarding strategic planning and the
acquisition of related businesses for the Employer and its
Affiliates and perform such services for the Employer as the
Employer may reasonably request from time to time consistent
with the foregoing.
2.2. EFFORTS OF THE EMPLOYEE. During the Initial Employment
Term, while he is employed by the Employer, the Employee shall
devote his full business time and efforts during the Initial
Employment Term, one-half of his business time and efforts
during the first year of the Continuing Employment Term and
twenty-five percent of his business time and efforts during
the last year of the Continuing Employment Term to the
performance of his duties and responsibilities hereunder and
to the promotion and development of the business of the
Employer, including without limitation, the development and
enhancement of new and existing sources of materials for the
Employer. The Employee shall exert his best efforts to
preserving existing beneficial relationships with customers,
suppliers, prospective accounts, referral sources, employees
and others having business dealings with the Employer. During
the Continuing Employment Term, while he is employed by the
Employer, the Employee shall devote his efforts to the
performance of his duties and responsibilities hereunder as
are necessary to carry out his duties hereunder, subject to
the provisions of Section 2.1 and the first sentence of this
-2-
3
Section 2.2. Nothing in this Section 2.2 shall prohibit
Employee from participating in the activities of NAP Realty or
Janx Partners, L.P.
3. COMPENSATION.
3.1. SALARY. During the Employment Period, while he is employed by
the Employer, the Employer shall pay to the Employee:
(A) for the Initial Employment Term, an annual salary
("Salary-I") at the rate of two hundred and fifty
thousand dollars ($250,000), payable in accordance
with the Employer's normal payroll practices;
(B) for the first year of the Continuing Employment Term,
an aggregate salary ("Salary-II") equal to one
hundred and twenty five-thousand dollars ($125,000),
payable in substantially equal semi-monthly
installments during the first year of the Continuing
Employment Term; and
(C) for the last year of the Continuing Employment Term,
an aggregate salary ("Salary III") equal to sixty-two
thousand five hundred dollars ($62,500) payable in
substantially equal semi-monthly installments for the
last year of the Continuing Employment Term.
3.2. BENEFIT PLANS. During the Employment Period, while he is
employed by the Employer, the Employee shall be eligible to
participate in all such retirement and profit sharing plans,
welfare benefit plans and fringe benefit plans, policies and
programs maintained from time to time by the Employer for the
general benefit of other senior management employees of the
Employer upon the terms and conditions contained in such
plans.
3.3. VACATIONS. During the Employment Period, while he is employed
by the Employer, the Employee shall be entitled to a minimum
of three (3) weeks paid vacation per year or such other amount
determined under the vacation plan of the Employer. Employee
may take vacation at such times as Employee may elect given
the requirements of his responsibilities.
3.4. REIMBURSEMENT OF EXPENSES. During the Employment Period, while
he is employed by the Employer, the Employee shall be entitled
to be reimbursed for all reasonable, documented, lawful
expenses incurred by him in the performance of his duties
hereunder, including expenses for entertainment, travel and
similar items, within a reasonable time following the
presentation by the Employee of appropriate invoices to the
Employer in accordance with the Employer's normal practices
with respect to expense reimbursements.
-3-
4
3.5. BONUSES. In addition to Salary, during the Initial Employment
Term, the Employee shall be entitled to such quarterly,
semi-annual or annual bonuses as MTLM's President and Chief
Operating Officer shall determine in his sole discretion.
3.6. LIFE & DISABILITY INSURANCE. During the Employment Period,
while he is employed by the Employer, the Employer shall
provide to the Employee an amount determined from time to time
by the Employer to pay premiums for a life & disability
insurance policy selected by the Employer for the Employee.
Proof of insurance statements must be submitted to the
Employer for verification before payment is made.
3.7. SEVERANCE FOR TERMINATION DURING INITIAL TERM. In the
event that, during the Initial Employment Term, this Agreement
is terminated by the Employer other than For Cause (as defined
in Section 4.1 below) or is terminated by the Employee for
Good Reason (as defined in Section 4.3 below), then the
Employee shall be entitled to severance by continuing payment
of his Salary-I (as in effect on the date of termination)
through the Employer's existing payroll practices for the
following twenty-four (24) month period. No severance shall be
paid in accordance with this Section 3.8 in the event that (or
for periods after):
(A) the Initial Employment Term expires on the first
anniversary of the Effective Date;
(B) this Agreement is terminated for any reason after the
Initial Employment Term except as provided in Section
3.8;
(C) this Agreement is terminated by the Employer For
Cause;
(D) this Agreement is terminated by the death or
Permanent Disability of the Employee (as defined in
Section 4.2 below);
(E) this Agreement is terminated by the Employee during
the Initial Employment Term other than for Good
Reason; or
(F) the Employee violates the terms of Section 5 below.
3.8. SEVERANCE FOR TERMINATION DURING CONTINUING EMPLOYMENT TERM.
In the event that, during the Continuing Employment Term, this
Agreement is terminated by the Employer other than For Cause
or is terminated by the Employee for Good Reason, then the
Employee shall be entitled to payment of the Salary-II and/or
Salary-III to which he would have been entitled for the
remainder of the Continuing Employment Term. The Salary-II
and/or Salary-III shall continue to be paid in accordance with
paragraph 3.1(B). No severance
-4-
5
shall be payable in accordance with this Section 3.8 in the
event that (or for periods after):
(A) the Continuing Employment Term expires on the third
anniversary of the Effective Date;
(B) severance is payable under Section 3.7;
(C) this Agreement is terminated by the Employer For
Cause;
(D) this Agreement is terminated by the death or
Permanent Disability of the Employee;
(E) this Agreement is terminated by the Employee other
than for Good Reason; or
(F) the Employee violates the terms of Section 5 below.
3.9. NEW COMPENSATION AND BENEFITS PACKAGE. The Employee
acknowledges: (a) that MTLM is currently reviewing its
employee compensation and benefits packages at MTLM corporate
headquarters and each of its subsidiaries, including the
Employer; (b) that such review is being conducted by the
Executive Committee of MTLM with the advice of MTLM's Office
of the President and an outside consultant; (c) that such
review is expected to conclude during 1998; (d) that such
review is likely to result in the implementation by MTLM of
various plans, programs and decisions regarding employee
salaries, bonuses, stock options, benefits and/or other
incentives at MTLM corporate headquarters and at each of its
subsidiaries, including the Employer; and (e) that such plans,
programs and decisions will likely change, modify, adjust,
substitute, increase and/or decrease the Employee's
compensation and benefits package under this Agreement, all in
MTLM's and the Employer's discretion, provided that it is the
intention of MTLM and the Employer that until such review is
completed, the Employee's compensation and benefits package
shall remain, in all material respects, the same as that
provided to the Employee by the Employer immediately preceding
the execution of this Agreement, and provided further,
however, that nothing contained in this Section 3.8 shall
permit MTLM or the Employer to reduce either (A) the
Employee's Salary-I as provided in paragraph 3.1(A) hereof, or
(B) the Employee's severance as provided in Section 3.6 or 3.7
hereof, as applicable.
-5-
6
4. EARLY TERMINATION.
4.1. "FOR CAUSE". The Employer may terminate this Agreement
prior to the expiration of the Employment Period "For Cause".
For purposes of this Agreement, "For Cause" shall mean:
(A) final and non-appealable conviction of the Employee
for a felony;
(B) final and non-appealable conviction of the Employee
for misappropriation by the Employee of funds or
property of the Employer or the commission of other
acts of dishonesty;
(C) willful breach or material neglect by the Employee of
any of his material duties hereunder which continues
unabated or uncured to the reasonable satisfaction of
the Employer after expiration of 10 days following
receipt of written notice by Employee from the
Employer; or
(D) conduct on the part of the Employee which is
materially adverse to any known interest of the
Employer that continues unabated, or uncured to the
reasonable satisfaction of the Employer, after the
expiration of 10 days following receipt of written
notice by the Employee from the Employer.
Any termination by reason of the foregoing shall not limit or
preclude any other right or remedy the Employer may have under
this Agreement or otherwise. In the event of termination of
this Agreement by the Employer pursuant to this Section 4.1,
the Employee shall be entitled to no Salary-I, Salary-II or
Salary-III additional compensation or other benefits under
this Agreement for periods thereafter.
4.2. DEATH OR DISABILITY. In the event of the Employee's death
or Permanent Disability (as hereinafter defined) occurring
during the Employment Period, this Agreement shall be deemed
terminated as of such date and the Employee or his estate, as
the case may be, shall be entitled to no Salary-I, Salary-II,
Salary-III, other compensation or other privileges or benefits
hereunder for periods thereafter. The Employee shall be deemed
to have incurred a "Permanent Disability" after one hundred
and eighty (180) days in the aggregate or after one hundred
and twenty (120) consecutive days, in either case occurring in
any consecutive twelve (12) month period, during which one
hundred and eighty (180) or one hundred and twenty (120) days,
as the case may be, the Employee, by reason of his physical or
mental disability or illness, shall have been unable to
discharge fully his duties under this Agreement. In the event
the Employee suffers a physical or mental disability which
results in his being unable to discharge fully his duties
under this Agreement, but such disability is not of a duration
sufficient to be considered a Permanent Disability, any
obligation of the
-6-
7
Employer to make payments to the Employee pursuant to this
Agreement shall be offset by the amount of any payments that
the Employee receives pursuant to any short-term disability
plan of the Employer, including, but not limited to, any
payments received under a disability policy.
4.3. TERMINATION FOR GOOD REASON. The Employee shall have the
right to terminate this Agreement prior to the expiration of
the Employment Period for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean the willful and continued
failure by the Employer to substantially perform its material
obligations hereunder after a demand for substantial
performance is delivered by the Employee to the Employer that
specifically identifies the manner in which the Employee
believes that the Employer has not substantially performed its
material obligations hereunder, and the Employer fails to
resume substantial performance of its material obligations on
a continuous basis within fourteen (14) days of receiving such
demand; provided, that if it is not reasonably possible for
the Employer to resume such substantial performance within
such fourteen (14) day time period, then such time period
shall be extended to that minimum period of time during which
it is reasonably possible for the Employer to resume such
substantial performance. Good reason shall also include the
Employer's requirement that he move his personal residence or
perform his principal executive functions outside the
metropolitan area of New York, New York or Newark, New Jersey.
5. NON-COMPETITION AND TRADE SECRETS.
5.1. NON-COMPETITION. The Employee hereby covenants and agrees
that, during while he is employed by the Employer pursuant to
this Agreement and during a period of thirty six (36) months
following the date on which his employment terminates for any
reason (the "Covenant Period"), the Employee shall not,
directly or indirectly: (a) alone, together or in association
with others, either as a principal, agent, owner, shareholder,
officer, director, partner, employee, lender, investor or in
any other capacity, engage in, have any financial interest in
or be in any way connected or affiliated with, or render
advice or services to, any business engaged in the Business or
any new businesses or lines of business which the Employer,
MTLM or any affiliate of MTLM may enter into prior to the date
on which the Employee's employment terminates hereunder, in
any State in which the Employer or its affiliates now or
hereafter owns a scrap metal yard or scrap metal processing
facility on the date on which his employment terminates or
such other business as may be permitted by the Employer in
writing; (b) divert, take away, solicit, interfere with or
attempt to divert, take away, solicit, or interfere with any
present or future customer, referral source or account of the
Employer, or offer to provide, sell or lease to any such
customer, referral source or account of the Employer, at any
location, goods or services of the type provided by the
Employer during the period that the Employee was employed by
the Employer,
-7-
8
except on behalf of the Employer as an employee thereof; or
(c) solicit, induce, influence or attempt to solicit, induce
or influence any present employee or agent of the Employer to
leave his employment or engagement with the Employer; or offer
employment or engagement to or employ or engage any such
employee of the Employer, or assist or attempt to assist any
such employee of the Employer in seeking other employment. The
Employee hereby acknowledges that the nature of the Employer's
business is such that it may become engaged in such business
in metropolitan areas throughout the United States. The
restrictions imposed by paragraph 5.1(a) hereof shall not
apply to the ownership of one percent (1%) or less of all of
the outstanding securities of any entity whose securities are
listed on a national securities exchange.
5.2. TRADE SECRETS. The Employee acknowledges that he has
knowledge of and access to information of a confidential or
proprietary nature concerning the business and affairs of the
Employer and its affiliates, including without limitation,
information relating to customers, accounts, referral sources,
contract prices, books and records, sales, confidential
methods, processes, techniques, information and other trade
secrets, all of which are hereinafter collectively referred to
as "Trade Secrets." The Employee recognizes and agrees that
the disclosure or improper use of such Trade Secrets will
cause serious and irreparable injury to the Employer.
Accordingly, the Employee hereby further covenants and agrees
that, during the Covenant Period and thereafter until such
Trade Secrets shall become general public knowledge through no
fault of the Employee, the Employee shall not: (a)
communicate, disclose or divulge to any person, firm or other
party, or use, directly or indirectly, for his benefit or the
benefit of others, any Trade Secrets which the Employee may
know now or hereafter come to know; or (b) except as required
in the normal course of the employment of the Employee, copy,
remove from the premises of the Employer or retain, without
the prior written consent of the Employer, any written Trade
Secrets (or Trade Secrets that are capable of being reduced to
written form, including, but not limited to, Trade Secrets
stored in electronic form), including, but not limited to,
financial data, customer lists, pricing schedules or
information, memoranda or copies or extracts of any of the
foregoing. Upon termination of the Employee's employment with
the Employer, the Employee shall deliver to the Employer all
Trade Secrets and other confidential information then in the
Employee's possession or under the Employee's control.
5.3. PROPRIETARY MATTERS. The Employee hereby covenants and agrees
that: (a) so long as the Employee is employed by the Employer,
the Employee shall keep the Employer informed of any and all
discoveries, improvements, trade secrets, secret processes and
other know-how (all of which are hereinafter collectively
referred to as "Proprietary Items") made or developed by the
Employee, in whole or in part, or conceived of by the
Employee, alone or with others, which result from any work the
Employee may do for or at the request of the Employer, or
which
-8-
9
relate to the business, operations or activities of the
Employer or any present or future affiliate of the Employer,
and (b) during the course of the Employee's employment, the
Employee shall disclose in writing promptly to such persons as
the Employer may from time to time designate, all Proprietary
Items that relate in any way to the business, operations or
activities of the Employer, and that are made or conceived by
the Employee alone or in collaboration with others during the
period of the Employee's employment, whether so made during
working hours or otherwise. The Employee understands that all
Proprietary Items shall become and remain the sole property of
the Employer, unless expressly released in writing by the
Employer, and the Employer shall have all ownership rights in
all the Proprietary Items. The Employee agrees to execute
appropriate instruments documenting such ownership rights.
5.4. TIME FIXED AS TO RESTRICTION. As used in Sections 5.1,
5.2 and 5.3 with respect to the Employee's obligations
following termination of employment with the Employer, the
terms "customer", "account", "referral source", "employee",
"trade secrets", and "proprietary item" shall mean only the
firm, firms, person, persons, trade secrets and proprietary
items existing as such on the Employee's termination date; or
in the case of a customer, account, referral source or
employee, at any time during the twenty-four (24) month period
immediately preceding the Employee's termination of
employment. In no event are any of these items to be construed
so as to include any future firm, firms, person or persons,
trade secrets or proprietary items arising after the
Employee's termination of employment unless otherwise included
under the 24-month provision previously stated.
5.5. REMEDIES. The Employee expressly agrees and understands
that the remedy at law for any breach by him of this Section 5
will be inadequate and that the damages flowing from such
breach are not readily susceptible to being measured in
monetary terms. Accordingly, it is acknowledged that upon
adequate proof of the Employee's violation of any legally
enforceable provision of this Section 5, the Employer shall be
entitled to immediate injunctive relief and may obtain a
temporary order restraining any threatened or further breach.
Nothing in this Section 5 shall be deemed to limit the
Employer's remedies at law or in equity for any breach by the
Employee of any of the provisions of this Section 5 which may
be pursued or availed of by the Employer.
5.6. TIME. In the event the Employee shall violate any legally
enforceable provision of this Section 5 as to which there is a
specific time period during which he is prohibited from taking
certain actions or from engaging in certain activities, as set
forth in such provision, then in such event, such violation
shall toll the running of such time period from the date of
such violation until such violation shall cease.
-9-
10
5.7. ACKNOWLEDGMENT. The Employee has carefully considered the
nature and extent of the restrictions upon him and the rights
and remedies of the Employer under this Section 5 and hereby
acknowledges and agrees that the same (a) are reasonable in
time and territory, (b) are designed to eliminate competition
which otherwise would be unfair to the Employer, (c) are not
to stifle the inherent skill and experience of the Employee,
(d) would not operate as a bar to the Employee's sole means of
support, (e) are fully required to protect a legitimate
interest of the Employer and (f) do not confer a benefit upon
the Employer disproportionate to the detriment to the
Employee. The Employee further recognizes the benefits he is
receiving including (1) employment rights under this
Agreement, and (2) severance in certain circumstances, all as
significant consideration for agreeing to and accepting the
terms, conditions, and restrictions outlined in this
Agreement.
5.8. AFFILIATES. For purposes of the restrictions contained in this
Section 5, all references to the Employer shall include the
Employer, MTLM and all other organizations or entities that
are more than 50% owned, directly or indirectly, by any of
such corporations.
6. GENERAL PROVISIONS.
6.1. GUARANTY BY MTLM. To the extent that the Employer fails, for
any reason, to make any payment required to be made to the
Employee or perform any obligations then due pursuant to the
terms of this Agreement, MTLM shall have full responsibility
and liability for such payment as though MTLM were substituted
for the Employer hereunder.
6.2. INVALIDITY OF PROVISIONS. In the event that any term or
provision of this Agreement, including any provision of
Section 5 hereof, shall be declared by any court of competent
jurisdiction to be unreasonable or invalid, any such
unreasonable term or provisions shall be modified and
enforceable to the extent deemed reasonable by such court; and
any such invalidity shall not affect any other term or
provision of this Agreement, all of which remaining terms and
provisions shall continue in full force and effect.
6.3. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the internal laws (as opposed
to the conflicts of law provisions) of the State of New York.
6.4. JURISDICTION OF DISPUTES; WAIVER JURY TRIAL. In the event any
party to this Agreement commences any litigation, proceeding
or other legal action in connection with or relating to this
Agreement, or any matters described or contemplated herein,
with respect to any of the matters described or contemplated
herein or therein, the parties to this Agreement hereby (a)
agree under all circumstances absolutely and irrevocably to
institute any litigation,
-10-
11
proceeding or other legal action in a court of competent
jurisdiction located within the Borough of Manhattan, City of
New York, State of New York, whether a state or federal court;
(b) agree that in the event of any such litigation, proceeding
or action, such parties will consent and submit to personal
jurisdiction in any such court described in clause (a) and to
service of process upon them in accordance with the rules and
statutes governing service of process (it being understood
that nothing in this Section 6.4 shall be deemed to prevent
any party from seeking to remove any action to a federal court
in Borough of Manhattan, City of New York, State of New York;
(c) agree to waive to the fullest extent permitted by law any
objection that they may now or hereafter have to the venue of
any such litigation, proceeding or action in any such court or
that any such litigation, proceeding or action was brought in
an inconvenient forum; (d) agree to service of process in any
legal proceeding by mailing of copies thereof to such party at
its address set forth in Section 6.7 for communications to
such party; (e) agree that any service made as provided herein
shall be effective and binding service in every respect; and
(f) agree that nothing herein shall affect the rights of any
party to effect service of process in any other manner
permitted by Law. EACH PARTY HERETO WAIVES THE RIGHT TO A
TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED
OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES TO TAKE ANY AND
ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.
6.5. WAIVER OF BREACH. The waiver by a party of any breach of a
provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach
thereby.
6.6. SOLE REMEDY. The Employee expressly acknowledges and agrees
that his sole remedy for breach of this Agreement by the
Employer shall be limited to recovery of the Salary-I,
Salary-II, Salary III bonus and benefits set forth in Section
3 of this Agreement as provided in Sections 3.7 and 3.8.
6.7. NOTICE. Any notice or other communication required or
permitted to be given to a party pursuant to this Agreement
shall be in writing and shall be determined to have been duly
given when delivered personally or sent by Unites States
certified or registered mail, return receipt requested,
postage prepaid, as follows:
-11-
12
As to the Employer and MTLM:
Metal Management, Inc.
c/o Xxxxxx X. Xxxxxx
Chief Executive Officer and General Counsel
000 X. Xxxxxxxx Xx., Xxxxx 000
Xxxxxxx XX 00000
As to the Employee:
c/o JANX Partners, L.P.
One Gateway Center
0-00 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Either party may change his or its address for the purpose of
this Section 6.7 by written notice given in the manner herein
provided. In the event of notice by certified or registered
mail, such notice shall be effective upon receipt or refusal
to receive.
6.8. AMENDMENT. This Agreement may not be altered, amended or
modified except in writing signed by each of the parties.
6.9. BENEFITS OF PARTIES. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective
heirs, personal representatives, successors and assigns;
provided that this Agreement is personal to the Employer and
the Employee, and neither party may assign its or his rights
or delegate its or his obligations hereunder without the prior
written consent of the other party hereunder.
6.10. PRIOR AGREEMENTS. This Agreement supersedes all prior
agreements, whether in writing or oral, relating to the
subject matter of this Agreement.
-12-
13
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first above written.
NAPORANO IRON & METAL CO.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
NIMCO SHREDDING CO.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
METAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
XXXXXX X. XXXXXXXX
-13-
