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EMPLOYMENT AGREEMENT
This Agreement (the "Agreement"), dated as of April 7, 1998,
will confirm that Handy & Xxxxxx, a New York corporation (the "Company") and WHX
Corporation, a Delaware corporation (the "Parent Company") have offered, and you
have accepted, the position of President and Chief Executive Officer of the
Company and Executive Vice President of the Parent Company.
1. The initial term of your employment shall be from April 7,
1998 through April 7, 2001, subject to earlier termination pursuant to the
provisions set forth below, and shall automatically be extended for successive
one-year terms unless either you or the Company shall advise the other upon not
more than 60 days nor less than 30 days notice that such term shall not be
renewed; provided that if the Agreement shall not be renewed by the Company, you
shall be entitled to the benefits set forth in Section 8(c) hereof as if your
employment had been terminated pursuant to Section 7(c) hereof.
2. You agree to use your best efforts to promote the interest
of the Company and the Parent, and devote your full business time and energies
to the business and affairs of the Company and the Parent. You agree to perform
such services as are customary to your position and as shall from time to time
be assigned to you by the Board of Directors of the Parent Company.
3. Your annual base salary shall be no less than $400,000,
less applicable federal, state and local tax deductions, payable in accordance
with the Company's and the Parent Company's customary payroll practices. Any
increases in your annual salary shall be in the sole discretion of the Parent
Company's Board of Directors.
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4. (a) You shall be eligible to participate in the following
compensation plans that may be offered from time to time by the Company, in
accordance with the terms and provisions of such plans and their successors and
assigns and subject to the discretion of the Compensation Committee of the
Parent Company's Board of Directors (the "Committee"): the Handy & Xxxxxx
Management Incentive Plan (the "Bonus Plan"), the Handy & Xxxxxx Long-Term
Incentive Plan (the "Incentive Plan"), and the Parent Company's 1991 Incentive
and Non-Qualified Stock Option Plan (the "Option Plan") in each case as
described below.
(b) You shall be eligible to participate in the Bonus Plan
beginning in respect of the 1998 plan year; provided, however, that any bonus
amounts payable thereunder are contingent upon the Company's attainment of
performance goals established by the Committee in its sole discretion.
(c) You shall continue to be eligible and to participate in
the Incentive Plan in respect of the 1997-through-1999 cycle and subsequent
cycles; provided, however, that any awards granted and any amounts payable
thereunder are contingent upon the Company's attainment of performance goals
established by the Committee.
(d) You shall be granted, effective as of April 23, 1998,
options (the "Options") to purchase 260,000 shares of common stock of the Parent
Company pursuant to the Option Plan. The Options shall (i) be granted under, and
subject to the terms of, the Option Plan, (ii) have a ten (10) year term
(subject to earlier termination as provided in the Option Plan and the form of
grant agreement thereunder), (iii) vest and become exercisable with respect to
one-third of the shares of common stock subject thereto on each of the first
three (3) anniversaries of the date of
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grant and (iv) have an exercise price per share of common stock equal to the
fair market value of the common stock as of April 23, 1998.
5. (a) You shall be eligible to participate in all Company and
Parent Company employee benefit plans and programs which are made generally
available to salaried employees of the Company and the Parent Company, in
accordance with the terms and provisions of such plans.
(b) You shall be eligible to participate in the Handy &
Xxxxxx Supplemental Executive Retirement Plan and the Handy & Xxxxxx Executive
Life Insurance and Post-Retirement Life Insurance Program, in each case in
accordance with the terms and provisions of such plans.
(c) The Company and the Parent Company shall reimburse you
for annual financial, estate and tax planning and tax preparation expenses up to
a maximum of 3% of your annual base salary in effect on January 1 of the tax
year.
(d) You shall be provided with a Company-owned automobile
in accordance with the Company's existing policies and procedures in place for
other executive officers of the Company.
6. (a) The Company and the Parent Company shall reimburse you
for all reasonable business expenses incurred by you in accordance with the
Company's and the Parent Company's policies on reimbursement for business
expenses as then in effect.
(b) The Company and the Parent Company shall reimburse you
for annual membership fees and expenses with respect to your membership in a
country club selected by you.
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(c) You and your spouse shall be entitled to receive
post-retirement health insurance benefits from the Company under the Company's
Post-Retirement Medical Plan in effect for employees of the Company prior to
1992 on such terms and conditions in place for other employees covered by the
Plan.
7. (a) The Company and the Parent Company may terminate your
employment at any time, without prior notice, for any of the following reasons:
(i) your engaging in conduct which is materially injurious to the Company or the
Parent Company, their subsidiaries or affiliates, or any of their respective
customer or supplier relationships, monetarily or otherwise; (ii) your engaging
in any act of fraud, misappropriation or embezzlement or any act which would
constitute a felony (other than minor traffic violations); or (iii) your
material breach of this Agreement.
(b) If, as a result of your incapacity due to physical or
mental illness, you shall have been absent from the full-time performance of
your duties hereunder for at least 120 days within any twelve (12) consecutive
months, excluding vacation time actually used in accordance with the Company's
or the Parent Company's policies thereon, your employment may be terminated by
the Company or the Parent Company, upon written notice in accordance with
paragraph 8 hereof without further notice.
(c) The Company or the Parent Company, in their sole
discretion, may terminate your employment at any time for any reason other than
those stated in paragraphs 7(a) or 7(b) upon thirty (30) days prior written
notice.
8. (a) If your employment is terminated by the Company or the
Parent Company pursuant to paragraph 7(a), you shall receive your base salary
through the date of
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termination and the Company or the Parent Company shall have no further
obligations to you under this Agreement.
(b) If your employment is terminated by the Company or the
Parent Company pursuant to paragraph 7(b) or by your death, you or your personal
representative, guardian, or the representative of your estate shall continue to
receive your then current base salary plus annual Bonus Plan awards equal to the
average annual Bonus Plan compensation you earned during the three preceding
years, through the end of the term or for a period of twenty-four (24) months,
whichever is longer, payable in accordance with the Company's or the Parent
Company's customary payroll practices. However, your base salary shall be offset
by any payment you receive pursuant to the Company's or the Parent Company's
disability plans and programs. Thereafter, the Company or the Parent Company
shall have no further obligations under this Agreement to you, your estate,
personal representative, guardian, or your beneficiaries.
(c) If your employment is terminated by the Company or the
Parent Company pursuant to paragraph 7(c), you shall be entitled to the
following severance and benefits:
(i) The Company or the Parent Company shall pay you a
severance payment (the "Severance Payment") equal to two (2) years' full base
salary at your highest rate in effect during the twelve (12) months preceding
the date on which the Notice of Termination is given plus two (2) times the
average annual Bonus Plan compensation you earned during the three (3) preceding
years. To the extent that the initial term of your employment exceeds
twenty-four (24) months, the Company or the Parent Company shall be responsible
for the severance for that period similarly calculated;
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(ii) The Company or the Parent Company shall pay you
the Severance Payment no later than the thirtieth (30th) day following the Date
of Termination.
(iii) During the period you are receiving any payments
or benefits under paragraphs 8(b) or 8(c), you agree to promptly notify the
Company and the Parent Company upon your acceptance of any other employment and
upon your eligibility for any medical benefits, insurance, financial planning or
use of a company-owned vehicle by your new employer, you shall no longer be
eligible to participate in the corresponding aspects of the Company's and the
Parent Company's benefit plans and arrangements.
9. You shall be entitled to terminate your employment for
"Good Reason", which shall mean the occurrence of one of the following
circumstances:
(i) if the Parent Company elects to sell or otherwise
reconstitute the Company such that a change would cause you to have a
substantial diminution in the nature or status of your responsibilities from
those in effect immediately prior to such change;
(ii) a reduction in your annual base salary as in
effect on the date of such change;
(iii) the Parent Company causes the relocation of the
office in which you are located prior to the change to a location more than
fifty (50) miles from Rye, New York, except for required travel on the business
of the Company or the Parent Company to an extent substantially consistent with
your present business travel obligations;
(iv) pursuant to an action taken by the Company or the
Parent Company, you are selectively excluded from a compensation, bonus, stock
option or stock ownership plan
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otherwise in existence at the time of the change or thereafter put into effect
for the benefit of others in a similar situation unless substantially equivalent
benefits are provided to you;
(v) except as a required by law, the failure to
continue to provide you with benefits at least as favorable as those enjoyed by
you under the employee benefit and welfare plans of the Company or the Parent
Company in which you were participating at the time of the change or the taking
of any action by the Company which would materially reduce any of the benefits
enjoyed by you at the time of the change; or
(vi) the failure of the Company or the Parent Company
to obtain a satisfactory agreement from any successor to assume and agree to
perform this Agreement.
10. Upon the occurrence of any of the aforestated set forth in
Section 9, you shall for Good Reason upon notice pursuant to Section 16 hereof
to the Company or Parent Company, if such occurrence is not cured within 30 days
of receipt of such notice, be entitled to the following benefits:
(a) The Company or the Parent Company shall pay you a
severance payment (the "Severance Payment") equal to two (2) years' full base
salary at your highest rate in effect during the twelve (12) months preceding
the date on which the Notice of Termination is given plus two (2) times the
average annual Bonus Plan compensation you earned during the three preceding
years;
(b) For a twenty-four (24) month period after
termination of your employment, the Company or the Parent Company shall arrange
to provide you with life, medical and dental insurance benefits, financial
planning and a company-owned automobile substantially
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similar to those which you are receiving or entitled to receive immediately
prior to the Notice of Termination, unless you are eligible to receive such
benefits from a subsequent employer;
(c) The Company or the Parent Company shall pay you the
Severance Payment no later than the thirtieth (30th) day following the Date of
Termination.
11. Your continued employment shall not constitute consent to,
or as a waiver of rights with respect to, any circumstance constituting Good
Reason hereunder for a period of sixty (60) days following the occurrence of
such event, and thereafter such circumstance shall be deemed waived as an event
giving rise to a termination pursuant to Section 9.
12. Any termination of your employment by the Company, the
Parent Company or by you shall be communicated by written "Notice of
Termination" to the other party hereto in accordance with Section 16 hereof. For
purposes of this Agreement, a Notice of Termination shall mean a notice
indicating the specific termination provision in this Agreement relied upon and
setting forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision so
indicated. Further, you agree that upon termination that you will resign
effective as of the date of termination from any and all directorships you may
hold in the Company or the Parent Company and their subsidiaries.
13. "Date of Termination" shall mean (30) days after the date
specified in the Notice of Termination.
14. Arbitration; Certain Costs. Any dispute or controversy
between the Company or Parent Company and you, whether arising out of or
relating to the Agreement, the breach of the Agreement, or otherwise, shall be
settled by arbitration administered by the American Arbitration Association in
accordance with its Commercial Rules then in effect and judgment on the award
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rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Such arbitration shall take place in the New York City metropolitan
area. The cost of any arbitration proceeding hereunder shall be borne equally by
the Company and you. The arbitrator shall have the authority to award any remedy
or relief that a court of competent jurisdiction could order or grant,
including, without limitation, the issuance of an injunction. However, either
party may, without inconsistency with this arbitration provision, apply to any
court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award is
rendered or the controversy is otherwise resolved. In the event that it shall be
necessary or desirable for you to retain legal counsel and/or incur other costs
and expenses in connection with this arbitration provision, and provided that
you substantially prevail in the enforcement of such rights, the Company or
Parent Company shall pay (or you shall be entitled to recover from the Company
or Parent Company, as the case may be) your reasonable attorneys' fees and costs
and expenses in connection with any application under this arbitration
provision, including the enforcement of any arbitration award, up to $50,000 in
the aggregate. Except as necessary in court proceedings to enforce this
arbitration provision or an award rendered hereunder, or to obtain interim
relief, neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the
Company or Parent Company.
15. You have previously executed the Non-Competition Agreement
annexed hereto.
16. Any notices required by this Agreement shall be in writing
and shall be deemed to have been given when delivered by hand, sent by facsimile
(so long as an original is mailed within 24 hours of such facsimile
transmission), mailed by United States certified mail, return
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receipt requested, postage prepaid, or sent by nationally-recognized overnight
mail service, as follows:
if to you:
Xx. Xxxxxx X. XxXxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
if to the Company:
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
Senior Vice President
and General Counsel
if to the Parent Company:
WHX Corporation
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
and or to such other address as the parties may furnish to the other in writing
in accordance with this paragraph. Notices of change of address shall only be
effective upon receipt.
17. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.
18. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and understandings among the
Company, the Parent Company and you with respect to such subject matter. This
Agreement can be modified only by a writing signed by you, the Company and the
Parent Company. If any provision of this Agreement shall be held to be void or
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unenforceable, the remainder of this Agreement shall nevertheless remain in full
force and effect. This Agreement shall inure to the benefit of and be binding
upon the Company's and the Parent Company's successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
HANDY & XXXXXX
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Senior Vice President and General
Counsel
WHX CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: General Counsel
Agreed to this 18th day
of June, 1998
/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
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