EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT effective as of the 7th day of February, 1997, by
and between WHEELING-PITTSBURGH STEEL CORPORATION ("WPSC"), a Delaware
corporation with a principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxx,
Xxxx Xxxxxxxx, 00000, WHX CORPORATION ("WHX"), a Delaware corporation with a
principal place of business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000
and WHEELING-PITTSBURGH CORPORATION ("WPC"), a Delaware corporation with a
principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxxxx,
00000 (WPSC, WHX and WPC are collectively referred to as the "Company") and XXXX
X. XXXXXXXXXX (the "Executive").
WHEREAS, the Company desires to employ the Executive as the President,
Chairman of the Board and Chief Executive Officer of WPSC, the President of WHX
and the President of WPC and the Executive desires to be employed by the Company
upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto do agree as follows:
1. EMPLOYMENT.
(a) The Company hereby employs the Executive, and the
Executive hereby accepts such employment, as President, Chairman of the Board
and Chief Executive Officer of WPSC, as President of WPC and as President of WHX
upon the terms and subject to the
conditions contained herein. Immediately following the execution of this
Agreement and at all other appropriate times thereafter, WHX, WPC and WPSC shall
take all action to elect the Executive as Chairman of the Board, President and
Chief Executive Officer of WPSC, President of WHX and President of WPC.
(b) WHX agrees that immediately following the execution of
this Agreement and at each election of directors of WHX, to the extent such
subsequent election coincides with the expiration of Executive's term as
director, to nominate Executive as a director of WHX, and, immediately following
the execution of this Agreement and at each election of directors of WPSC, to
nominate Executive as a director and as Chairman of the Board of Directors of
WPSC. Executive agrees that subsequent to an Initial Public Offering (as
hereinafter defined) of WPC or a "spin-off" of any portion of the shares of
Common Stock of WPC, Executive will resign as an officer and director of WHX or
in the case of an Initial Public Offering by WPSC or a "spin-off" of any portion
of the shares of Common Stock of WPSC, as an officer of WPC also.
(c) WPSC, WPC and WHX represent and warrant to Executive that this
Agreement has been duly and validly authorized and executed by and on behalf of
each of them in accordance with their respective Certificate of Incorporation
and By-Laws and that this Agreement constitutes the lawful and valid obligation
of WPSC, WPC and WHX enforceable against each of WPSC, WPC and WHX in accordance
with its terms.
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2. DUTIES.
(a) The Executive shall perform all duties of the positions
referenced in paragraph 1 of this Agreement consistent with the powers and
duties of such offices set forth in WPSC's, WPC's or WHX's, as appropriate,
By-Laws, as well as any other duties, commensurate with the Executive's
positions that are assigned by the Board of Directors of WPSC, WPC or WHX.
(b) Throughout his employment hereunder, Executive shall
devote his full time, attention, knowledge and skills during reasonable business
hours in furtherance of the business of the Company and will faithfully,
diligently and to the best of his ability perform the duties described above and
further the best interests of the Company. During his employment, the Executive
shall not engage, and shall not solicit any employees of the Company to engage,
in any commercial activities which are in any way in competition with the
activities of the Company, or which may in any way interfere with the
performance of his duties or responsibilities to the Company.
(c) The Executive shall at all times be subject to, observe
and carry out such rules, regulations, policies, directions and restrictions as
the Company, consistent with Executive's rights and duties under this Agreement,
may from time to time establish and those imposed by law.
3. EXECUTIVE COVENANTS. In order to induce the Company to
enter into this Employment Agreement, the Executive hereby agrees
as follows:
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(a) Except when disclosure is in the interest of the Company
or is compelled by law, or disclosure is consented to or directed by the
Chairman or the Board of Directors of WPC, WHX or WPSC, the Executive shall keep
confidential and shall not divulge to any other person or entity, during the
term of the Executive's employment or thereafter, any of the business secrets or
other confidential information regarding the Company or the Company's other
subsidiaries which have not otherwise become public knowledge.
(b) All papers, books and records of every kind and
description relating to the business and affairs of the Company, whether or not
prepared by the Executive, shall be the sole and exclusive property of the
Company, and the Executive shall surrender them to the Company at any time upon
request by the Chairman or the Board of WPC, WHX or WPSC.
(c) During the term of employment hereunder, and, if his
employment is terminated by the Company pursuant to Section 9 hereof, for a
period of one (1) year thereafter, the Executive shall not, without the prior
written consent of the Board of WHX (i) participate as a director, stockholder
or partner, or have any direct or indirect financial interest as creditor, in
any business which directly or indirectly competes, within the United States of
America, with the Company or the Company's other subsidiaries which exist as of
the date of the termination of this Agreement (the "Existing Subsidiaries");
provided, however, that nothing in this Agreement shall restrict the Executive
from
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holding up to two (2%) percent of the outstanding capital stock or other
securities of any publicly traded entity; (ii) solicit any customers of the
Company or its Existing Subsidiaries on behalf of himself, or any other person,
firm or company; or (iii) directly or indirectly, act in the capacity of an
executive officer, employee or in any other capacity for any company or other
entity which competes with WPSC in the carbon steel manufacturing industry and
which has at least 5% of its annual dollar sales comprised of products which
directly compete with the Company's or its subsidiaries' products; provided,
however, that nothing in this paragraph 3(c) shall prevent the Executive from
holding or maintaining any positions or interests presently held by him and
disclosed to the Board of WHX, or, held by him subsequent hereto with the
consent of the Board of WHX, including, but not limited to, the Executive's
interest in the Net Worth Participation Agreement with Xxxxxx Consolidated
Industries.
(d) The parties agree that the Executive's services are unique
and that any breach or threatened breach of the provisions of this Section 3
will cause irreparable injury to the Company and that money damages will not
provide an adequate remedy. Accordingly, the Company shall, in addition to other
remedies provided by law, be entitled to such equitable and injunctive relief as
may be necessary to enforce the provisions of this Section 3 against the
Executive or any other person or entity participating in such breach or
threatened breach.
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Nothing contained herein shall be construed as prohibiting the Company from
pursuing any other and additional remedies available to it, at law or in equity,
for such breach or threatened breach including any recovery of damages from the
Executive or termination of his employment as provided in Paragraph 9(b).
4. BASE SALARY AND BONUSES. As full compensation for Executive's
services hereunder and in exchange for his promises contained herein, the
Company shall compensate the Executive in the following manner (subject to
Paragraph 4(c)):
(a) BASE SALARY. The Company shall compensate Executive at the
base salary rate of Four Hundred Thousand United States Dollars ($400,000 U.S.)
per annum, payable in equal installments on the same basis as other senior
salaried officers of the Company. Such annual salary may be increased in the
future by such amounts and at such times as the Board of WHX or the Compensation
Committee thereof shall deem appropriate in its sole discretion.
(b) ANNUAL BONUSES. Beginning with the calendar year 1997 and
in each year or portion thereof thereafter during the term of this Agreement,
the Board of WHX or the Compensation Committee of WHX shall consider the
Executive for a cash performance bonus in accordance with the following terms:
The actual amount and timing of such bonus, if any, shall be determined in good
faith based on criteria reasonably deemed to be relevant to such determination
including, without limitation, bonuses paid to other senior executives of the
Company, the
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overall performance of the Company as measured by guidelines used to determine
the bonuses of other senior executives of the Company and transactions effected
for the benefit of the Company that are outside of the ordinary course of
business and directly or indirectly accomplished through the efforts of the
Executive (e.g., business combinations, corporate partnering and other similar
transactions).
(c) WITHHOLDINGS. The amounts set forth in subparagraphs (a)
and (b) above shall be subject to appropriate payroll withholding and any
similar deductions required by law.
(d) INITIAL PUBLIC OFFERING. Upon the consummation of an
underwritten initial public offering under the Securities Act of 1933, as
amended (an "Initial Public Offering") by WPC or WPSC (or any successor or
assign of either entity) during the term of this Agreement, the Executive and
certain other senior executives of the Company selected by the Board of WHX
shall be granted options to purchase, if all of the options are exercised, 15%
of the Common Stock of the public company outstanding immediately following the
Initial Public Offering, at an exercise price equal to 85% of the Initial Public
Offering price (such options are herein referred to as the "Option Pool"). To
the extent allowable under the Internal Revenue Code of 1986, as amended, such
options shall be "incentive stock options." Executive shall receive not less
than 331/3% of the Option Pool and not greater than 662/3% of the Option Pool,
to be determined by the Board of WHX in its sole discretion. From and after the
consummation of
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the Initial Public Offering or a "spin-off" of any portion of the shares of
Common Stock of WPC or WPSC, WHX shall be relieved of all obligations under this
Agreement, with no further action required by WHX to terminate its obligations
hereunder.
5. LONG-TERM INCENTIVE PLAN. The Executive shall be entitled to
participate, to the extent he is eligible under the terms and conditions
thereof, in any stock option plan, stock award plan, omnibus stock plan, or
similar incentive plan currently in existence or hereafter established by the
Company, in the manner and to the same extent as the Company's other senior
executive officers. Awards to the Executive under any such plan shall be made as
provided in such plans and at such times and in such amounts as shall be
determined in the sole discretion reasonably exercised of the Board of WHX
subject to confirmation by the Board of WHX or the Compensation Committee of
WHX. Except as provided above, the Executive shall not be entitled to
participate in the Incentive Plan or in any bonus incentive or similar plan for
salaried employees of the Company and Executive's right to receive a bonus shall
be exclusively determined by the provisions of Paragraph 4(b) hereof.
6. BENEFIT PLANS. During the term of his employment, the Executive
shall be entitled to participate in the Company's management employee benefits
and retirement plans, as they are in existence on the date of this Agreement, or
as they may be amended or added hereafter, to the same extent as the Company's
other senior executive officers. The Company shall be under no
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obligation solely as a result of this Agreement to institute or continue the
existence of any employee benefit plan.
7. OTHER BENEFITS. The Executive shall be provided the following
additional benefits:
(a) LEASED AUTOMOBILE. A leased Buick, Cadillac, Continental
or comparable automobile of United States manufacture for his business and
personal use. The Company shall keep such automobile adequately insured and will
pay or reimburse the Executive for the cost of maintenance, repair and gasoline
for such automobile.
(b) CLUB MEMBERSHIPS. Reimbursement of the Executive for the
cost of his and his immediate family's membership in one country club and his
membership in one business club, and for his business-related use thereof.
(c) LEGAL AND TAX ADVICE. In recognition of the Executive's
need to carefully consider the terms herein, the reimbursement of Executive for
reasonable legal and tax advice, sought by him relative to this Agreement, which
is incurred prior to his execution of this Agreement, up to a maximum of Fifteen
Thousand United States Dollars ($15,000 U.S.).
(d) BUSINESS EXPENSE. Reimbursement of the Executive, upon
proper accounting, for reasonable expenses and disbursements incurred by him in
the course of the performance of his duties hereunder.
(e) VACATION. The Executive shall be entitled to four (4)
weeks of vacation each year of this Agreement or such longer
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period as shall be provided to senior executives of the Company, without
reduction in salary.
(f) ANNUAL PHYSICAL. The Company shall pay the cost, or
reimburse Executive for any cost not covered by health insurance, of one
comprehensive physical examination during each year of this Agreement.
8. SUPPLEMENTAL PENSION. As additional compensation, the Company will
provide nonqualified deferred compensation to the Executive after termination of
his employment. The amount of the deferred compensation will be measured solely
by the cash surrender value, at the time payment of the deferred compensation is
due, of one or more life insurance contracts (as defined in Internal Revenue
Code Section 7702) on the life of the Executive, purchased by or on behalf of
the Company solely with the annual premiums described below. Such life insurance
contracts shall provide such insurance coverage and contract terms (consistent
with the premium limits described below), and shall be purchased from such one
or more insurance companies, as shall be acceptable to the Executive.
On the first business day of each calendar year (or the date of the
execution of this Agreement in the case of 1997) during the Executive's service
under this Agreement, the Company shall provide for the payment of total
premiums, under all such life insurance contracts in the aggregate, equal to the
sum of:
1. Fifty Thousand Dollars ($50,000) annual lump sum (or a
pro-rated portion for 1997) provided by the Company
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without reduction of the Executive's regular salary or
performance bonus otherwise payable under this Agreement
during the calendar year.
2. An additional annual amount equal to the amount, if any, by
which the Executive has elected to have his regular salary,
otherwise payable in cash during the calendar year, reduced
for this purpose.
3. An additional annual amount equal to the amount, if any, by
which the Executive has elected to have his performance bonus
(if any), otherwise payable in cash during the calendar year,
reduced for this purpose.
The Executive shall elect in writing, no later than the end of the
preceding calendar year, the specific amounts (or definite formula to determine
the specific amounts) of additional premiums to be paid for in each calendar
year by reduction of his regular salary or bonus payments. However, such
additional premium amounts shall be limited in the aggregate (or, at the
Executive's election, insurance coverage shall be augmented as necessary) so
that the additional premium amount applied to any insurance contract in any
calendar year is less than the amount that would cause such contract to be
classified as a modified endowment contract under Internal Revenue Code Section
7702A.
The Company or the Deferred Compensation Trust described hereinafter
(the "Deferred Compensation Trust" or "Trust") shall be the sole owner of all
such life insurance contracts, except
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that the Executive, at his election, shall have the right to designate the
beneficiary of death benefits under the contracts.
In the event of the Executive's death while the life insurance
contracts are in force and owned by the Company or the Deferred Compensation
Trust, the insurance companies' payment of death benefits thereunder to the
Executive's designated beneficiary (the "Beneficiary") shall totally discharge
the Company's obligation under this Section 8, except that the Company or the
Trust shall pay to such Beneficiary any salary or bonus reduction amounts
elected by the Executive for the calendar year in which his death occurs to the
extent that such amounts have not been paid to insurance companies as additional
premiums during that calendar year.
The Company will set aside assets in the Deferred Compensation Trust to
provide for the systematic funding, during the Executive's period of active
service, of the deferred compensation promised to the Executive under this
Agreement. Such Deferred Compensation Trust (which may also include assets set
aside to fund other similar deferred compensation obligations of the Company)
shall be irrevocable except in the event of the Company's subsequent bankruptcy
or insolvency, in which case the assets of the Trust shall be subject to the
claims of the Company's general creditors, including the Executive. The Company
intends, and the Executive acknowledges, that the Executive's rights under this
Agreement shall be solely those of a general creditor of the Company, and
nothing in this Agreement
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nor in any instruments creating the Deferred Compensation Trust nor in any life
insurance contract, shall be construed to create any rights in the Executive
superior to those of other general creditors of the Company.
The Company intends that the Deferred Compensation Trust shall make all
payments due under this Agreement to the Executive or his Beneficiary, to the
extent the Trust is funded. The Executive acknowledges, on behalf of himself and
any Beneficiary claiming under him, that the Company is absolved of any
liability or responsibility for any payment due hereunder to the extent such
payment shall have been duly made to the Executive (or Beneficiary, as the case
may be) by the Deferred Compensation Trust.
The deferred compensation provided hereunder shall be paid to the
Executive in accordance with the life insurance contracts obtained pursuant to
the first paragraph of this Section 8.
9. DURATION AND TERMINATION.
(a) DURATION. The term of this Agreement shall commence on the
date hereof and shall terminate on the third anniversary hereof and shall
automatically be extended for successive three-year terms unless earlier
terminated pursuant to the provisions hereof, provided that the Executive shall
have the right to terminate this Agreement at the end of the initial term or any
succeeding term on not less than six (6) months prior written notice to the
Company (in which event all rights and benefits of Executive hereunder other
than the supplemental
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pension benefit under Section 8 shall cease upon such termination's effective
date).
(b) TERMINATION AT ANY TIME BY COMPANY. This Agreement shall
be terminable by the Company at any time for any reason, including death or
Disability (as hereinafter defined) of the Executive, upon not less than 30
days' prior written notice to the Executive and all rights and benefits of the
Executive hereunder (other than those arising under Section 10 hereof) shall
cease, except that the Executive will have the right to receive from the Company
(i) a payment of One Million and Two Hundred Thousand Dollars ($1,200,000) (less
an amount equal to the portion of the Fifty Thousand ($50,000) Dollar per annum
payment made pursuant to Section 8 for the calendar year in which termination of
employment occurred which represents the pro-rata portion of the payment for the
balance of such calendar year, I.E., if the last date of employment is July 1,
then Twenty-Five Thousand ($25,000) Dollars shall be deducted from the One
Million and Two Hundred Thousand ($1,200,000) Dollars payment obligation) within
thirty (30) days of delivery of the notice of termination or within sixty (60)
days of the date of death or Disability of the Executive (the "Termination
Payment"), (ii) all amounts accrued but unpaid hereunder up to and including the
date of termination including, without limitation, any pro rata portion of the
Executive's salary or bonus remaining unpaid as of the date of termination,
(iii) all of the supplemental pension benefits accrued under Section 8 and (iv)
the continuation of all
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medical insurance provided to the Executive as contemplated by Section 6 hereof
for a period of one (1) year following the termination date. Notwithstanding the
foregoing, if the Company terminated this Agreement "for cause", then no
Termination Payment shall be made to the Executive and all rights, benefits and
obligations of the Executive under this Agreement, except the Executive's rights
under Sections 8, 9(b)(ii) and (iii) and 10 hereof, shall cease. "For cause"
shall mean: (i) the Executive's willful and material breach in respect of his
duties under this Agreement if such breach continues unremedied for thirty (30)
days after written notice thereof from the Board of WPC, WHX or WPSC to the
Executive specifying the acts constituting the breach and requesting that they
be remedied; or (ii) the Executive is convicted or pleads guilty to a felony,
during the employment period other than for conduct undertaken in good faith in
furtherance of the interests of the Company. "Disability" shall mean that due to
illness, accident or other physical or mental incapacity, the Board of WPC, WHX
or WPSC has in good faith determined that the Executive is unable to
substantially perform his usual and customary duties under this Agreement for
more than four (4) consecutive months or six (6) months in any calendar year.
During any period that the Executive fails to perform his duties hereunder as a
result of incapacity due to Disability prior to the Executive's termination, the
Executive shall continue to receive his full
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base salary, together with all benefits provided in this Agreement.
(c) RIGHTS OF TERMINATION BY EXECUTIVE. The Executive shall
have the right, by written notice to the Company, to elect to terminate this
Agreement within sixty (60) days following a Change of Control (as defined
below) or if the Executive is (i) demoted, (ii) no longer holds the office of
the President, Chairman or Chief Executive Officer or serves as a director of
WPSC, (iii) no longer holds the office of President of WPC (except following an
Initial Public Offering of WPSC or a "spin-off" of any portion of the shares of
Common Stock of WPSC), or (iv) no longer holds the office of President or serves
as a director of WHX (except following an Initial Public Offering of WPC or WPSC
or a "spin-off" of any portion of the shares of Common Stock of WPC or WPSC). In
the event that Executive makes such election, the Executive shall be entitled to
receive from the Company the items set forth in Paragraph 9(b)(i) through
9(b)(iv) within sixty (60) days of receipt by the Company of a written notice of
Executive's election.
(d) CHANGE IN CONTROL. For the purposes of this Agreement, a
"Change in Control" means (i) the, direct or indirect, sale, lease, exchange or
other transfer of all or substantially all (50% or more) of the assets of WPC,
WHX or WPSC to any individual, corporation, partnership, trust or other entity
or organization (a "Person") or group of Persons acting in concert as a
partnership or other group (a "Group of Persons")
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other than a Person (an "Affiliate") controlling, controlled by or under common
control with, any of WPC, WHX or WPSC, as the case may be, (ii) the merger,
consolidation or other business combination of WPC, WHX or WPSC with or into
another corporation with the effect that the shareholders of WPC, WHX or WPSC,
as the case may be, immediately prior to the business combination hold 50% or
less of the combined voting power of the then outstanding securities of the
surviving Person of such merger ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors,
(iii) the replacement of a majority of the Board of WPC, WHX or WPSC, over any
period of two years or less, from the directors who constituted the Board of
WPC, WHX or WPSC, as the case may be, at the beginning of such period, and such
replacement(s) shall not have been approved by the Board of WPC, WHX or WPSC, as
the case may be, as constituted at the beginning of such period, (iv) a Person
or Group of Persons shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of securities
of WHX, or of WPC or WPSC following an Initial public Offering by such company,
representing 50% or more of the combined voting power of the then outstanding
securities of WHX, WPC or WPSC, as the case may be, ordinarily (and apart from
rights accruing under special circumstances) having the right to
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vote in the election of directors. Notwithstanding the foregoing, an Initial
Public Offering or a "spin-off" of any portion of the shares of Common Stock of
WPC or WPSC shall not constitute a Change in Control under this Agreement.
10. INDEMNIFICATION. The Company shall defend and hold the Executive
harmless to the fullest extent permitted by applicable law and the Company's
By-Laws and Certificate of Incorporation in connection with any claim, action,
suit, investigation or proceeding arising out of or relating to performance by
the Executive of services for, or action of the Executive as, or arising by
reason of the fact that the Executive is or was, a Director, officer, employee
or agent of the Company or any parent, subsidiary or affiliate of the Company,
or of any other person or enterprise at the Company's request. Expenses incurred
by the Executive in defending a claim, action, suit or investigation or
proceeding shall be paid by the Company in advance of the final disposition
thereof upon the receipt by the Company of any undertaking by or on behalf of
the Executive to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified hereunder. The foregoing rights are not
exclusive and do not limit any rights accruing to the Executive under any other
agreement or contract or under applicable law.
11. SUCCESSORS AND ASSIGNS. The rights and obligations of the Company
hereunder shall run in favor and be obligations of the Company, its successors
and assigns. The rights of the
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Executive hereunder shall inure to the benefit of the Executive's legal
representatives, executors, heirs and beneficiaries. Termination of Executive's
employment shall not operate to relieve him of any remaining obligations under
Section 3 hereof. The Company shall require any successor or assign (whether
direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation or otherwise) to all or a
significant portion of the assets of the Company, by agreement in form and
substance satisfactory to the Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed by a successor, this Agreement
shall be binding upon any successor and assign in accordance with the operation
of law and such successor and assign shall be deemed the "Company" for purposes
of this Agreement.
12. ARBITRATION OF ALL DISPUTES.
(a) Any controversy or claim arising out of or relating to
this Agreement or the breach thereof (including the arbitrability of any
controversy or claim), shall be settled by arbitration in the City of
Pittsburgh, Commonwealth of Pennsylvania, by three arbitrators, one of whom
shall be appointed by the Company, one by the Executive and the third of whom
shall be appointed by the first two arbitrators. If the first two arbitrators
cannot agree on the appointment of a third arbitrator, then the third arbitrator
shall be appointed by the
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American Arbitration Association. The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in this
Section 12. The cost of any arbitration proceeding hereunder shall be borne
equally by the Company and the Executive. The award of the arbitrators shall be
binding upon the parties. Judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.
(b) In the event that it shall be necessary or desirable for
the Executive to retain legal counsel and/or incur other costs and expenses in
connection with the enforcement of any or all of his rights under this
Agreement, and provided that the Executive substantially prevails in the
enforcement of such rights, the Company shall pay (or the Executive shall be
entitled to recover from the Company, as the case may be) the Executive's
reasonable attorneys' fees and costs and expenses in connection with the
enforcement of his rights, including the enforcement of any arbitration award,
up to $50,000 in the aggregate.
13. NOTICES. All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been duly given upon
receipt if delivered by hand, sent by telecopier or courier, and three (3) days
after such communication is mailed within the continental United States by first
class certified mail, return receipt requested, postage prepaid, to the other
party, in each case addressed as follows:
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(a) if to WHX, WPC or WPSC, as the case may be:
WHX Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Secretary
Wheeling-Pittsburgh Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Corporate Secretary
Wheeling-Pittsburgh Steel Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Corporate Secretary
With a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxx, Esquire
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) if to the Executive:
Xxxx X. Xxxxxxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
with a copy (which shall not constitute notice) to:
Xxxxxxx X. Xxxxxxxxx, Esquire
Xxxxx Xxxxxx Xxxxxx & Xxxxxxxxx
00xx Xxxxx, Xxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
14. SEVERABILITY. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate the remainder of
this Agreement.
15. PRIOR UNDERSTANDING. This Agreement embodies the entire
understanding of the parties hereto, and supersedes all
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other oral or written agreements or understandings between them regarding the
subject matter hereof. No change, alteration or modification hereof may be made
except in a writing, signed by all parties hereto. The headings in this
Agreement are for convenience and reference only and shall not be construed as
part of this Agreement or to limit or otherwise affect the meaning hereof.
16. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties hereto in counterparts, each of which shall be deemed to be original,
but all such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.
17. CHOICE OF LAWS. Subject to the provisions of Paragraph 12 and
without regard to the effect of principles of conflicts of laws thereof,
jurisdiction over disputes with regard to this Agreement shall be exclusively in
the courts of the Commonwealth of Pennsylvania, and this Agreement shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.
18. THIRD PARTY BENEFICIARY. The provisions of this Agreement as to the
Company shall also be binding upon and inure to the benefit of WPSC.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
WHEELING-PITTSBURGH STEEL CORPORATION
By:/S/ Xxxxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Chief Financial Officer
WHX CORPORATION
By:/S/ Xxxxxx XxXxx
------------------------------
Name: Xxxxxx XxXxx
Title: Chairman of the Board
WHEELING-PITTSBURGH CORPORATION
By: /S/ Xxxxxx XxXxx
-----------------------------
Name: Xxxxxx XxXxx
Title: Chairman of the Board
/S/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
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