EMPLOYMENT AGREEMENT
This Agreement (the "Agreement"), dated as of October 22,
1996, will confirm that Handy & Xxxxxx, a New York corporation (the "Company")
has offered, and you have accepted, the position of Executive Vice President of
the Company.
1. The initial term of your employment shall be from November
11, 1996 through May 11, 1999, subject to earlier termination pursuant to the
provisions set forth below; provided, however, that at no time during the
initial term or thereafter shall the term of this agreement be less than one
year.
2. You agree to use your best efforts to promote the interest
of the Company, and devote your full business time and energies to the business
and affairs of the Company. 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
President and Chief Operating Officer of the Company.
3. Your annual base salary shall be no less than $300,000,
less applicable federal, state and local tax deductions, payable in accordance
with the Company's customary payroll practices. Any increases in your annual
salary shall be in the sole discretion of the Company's Board of Directors.
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 subject to the
discretion of the Compensation Committee of the Company's Board of Directors
(the "Committee"): the Handy & Xxxxxx Management Incentive Plan (the "Bonus
Plan"), the Handy & Xxxxxx Long-Term Incentive Plan (the "Stock Plan") and the
Handy & Xxxxxx 1995 Omnibus Stock Incentive 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 1997 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 and further, provided, that your maximum annual bonus opportunity
shall not exceed 100% of your annual base salary.
(c) You shall be eligible to participate in the
Stock Plan beginning in respect of the 1997 through-1999 cycle; 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 in its sole discretion and further, provided, that your level of
participation shall be 40% of your annual base salary (as in effect on January
1, 1997).
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(d) You shall be granted, effective as of.
the date of your employment, options (the "Options") to purchase 50,000 shares
of common stock of the Company. The Options shall (i) be granted under, and
subject to the terms of, the Omnibus Stock Option Plan, (ii) be nonqualified
options (i.e., not incentive stock options), (iii) have a ten-year term (subject
to earlier termination as provided in the Option Plan and the form of grant
agreement thereunder), (iv) vest and become exercisable with respect to 25i of
the shares of common stock subject thereto on each of the first four
anniversaries of the date of grant and (v) have an exercise price per share of
common stock equal to the fair market value of the common stock as of the date
of grant.
5. (a) You shall be eligible to participate in all Company
employee benefit plans and programs which are made generally available to
salaried employees of the Company, in accordance with the terms and provisions
of such plans. With respect to such plans and programs, you shall not be subject
to any eligibility waiting periods, except for any waiting period under any
pension benefit plan intended to be qualified under Section 401(a) of the
Internal Revenue Code.
(b) You shall be eligible to participate in the
Handy & Xxxxxx Supplemental Executive Retirement Plan and the Handy & Xxxxxx
Executive Life Insurance and Post-Retire-
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ment Life Insurance Program, in each case in accordance with the terms and
provisions of such plans.
6. (a) The Company shall reimburse you for all reasonable
business expenses incurred by you in accordance with the Company's policy on
reimbursement for business expenses as then in effect.
(b) The Company shall reimburse you for initiation
fees and annual membership fees with respect to your membership in a
country club selected by you; provided, however, that your selection of a
country club shall be subject to the approval of the Company.
(c) You agree to permanently relocate your primary
place of residence to the Westchester County area as soon as practicable
after the date hereof. The Company shall promptly reimburse you for (i) all
normal moving costs involved in relocating your family's belongings and
household furnishings, (ii) the real estate brokerage commission (up to a
maximum of 6% of the sales price) in connection with the sale of your current
house and (iii) any legal fees and other customary closing costs in connection
with the sale of such house and the purchase of a house in the Westchester
County area (collectively, the "Moving Expenses"). In the event your current
house is not sold by the time you purchase a home in the Westchester County
area, if required, the Company will provide you with a bridge loan for the
purpose of enabling you to purchase a house in the Westchester County
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area, which loan shall (i) bear interest at applicable Federal rates, (ii) be
for a term of not more than one year, and (iii) have such other terms, including
principal amount, as the Company and you shall reasonably agree.
(d) The Company shall pay to you a cash signing bonus
(the "Signing Bonus") in an amount equal to (i) $140,000, less (ii) the
amount of bonus paid to you by your former employer in respect of the 1996
calendar year, less (iii) applicable federal, state and local tax deductions.
You shall promptly notify the Company of any and all amounts received by
you from your former employer and provide the Company with satisfactory
evidence of the amount you receive in respect of such 1996 bonus. The Company
shall pay the Signing Bonus to you as soon as practicable following receipt
of such satisfactory evidence.
(e) The Company shall reimburse you for the reasonable
cost of obtaining temporary housing for a period of not more than six months
following the date hereof; provided, however, that such costs are subject
to the approval of the Company.
(f) 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.
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(g) 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.
7. (a) The 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, its 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 a period of time (at least 60 days within any 12
consecutive months excluding vacation time actually used in accordance with the
Company's policy thereon) which the Company determines, in its reasonable
discretion, to have had an adverse impact on the Company, your employment may be
terminated by the Company, upon written notice in accordance with paragraph 10
hereof without further notice.
(c) The Company, in its sole discretion, may terminate
your employment at any time for any reason other
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than those stated in paragraphs 7(a) or 7(b) upon thirty days prior written
notice.
8. (a) If your employment is terminated by the Company
pursuant to paragraph 7(a), you shall receive your salary through the date of
termination and the Company shall have no further obligations to you under this
Agreement.
(b) If your employment is terminated by the
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 salary for a period of 12 months payable in accordance with the
Company's customary payroll practices. However, your salary shall be offset by
any payments you receive pursuant to the Company's disability plans and
programs. Thereafter, the 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
pursuant to paragraph 7(c), you shall continue to receive your salary
through the end of the term or for a period of 12 months, whichever is longer,
payable in accordance with the Company's customary payroll practices. You shall
also continue to participate in the Company's employee benefit plans and
programs in accordance with paragraph 5 hereof, to the extent permissible under
the terms of such plans and programs, through the end of the term, provided
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that following your termination of employment you shall no longer accrue any
vacation benefits. Thereafter, the Company shall have no further obligations to
you under this Agreement.
(d) During the period you are receiving any
payments or benefits under paragraphs 8(b) 8(c), you agree to promptly notify
the Company upon your acceptance of any other employment. During any such
employment (i) you shall not receive the salary provided hereunder; provided,
however, that if your salary pursuant to such employment is less than the salary
provided hereunder, you shall receive the differential and (ii) upon your
eligibility for any medical benefits or insurance by your new employer you
shall no longer be eligible to participate in any of the Company's benefit plans
and arrangements.
9. Simultaneous herewith, you are executing the
Non-Competition Agreement annexed hereto.
10. Any notices required by this Agreement shall be in writing
and shall be deemed to have been given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, as follows:
if to you:
Xx. Xxxxxx X. XxXxxxx
0 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
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if to the Company:
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
Attention: Xxxx X Xxxxx, Esq.
Vice President
and General Counsel
or to such other address as either party may furnish to the other in writing in
accordance with this paragraph. Notices of change of address shall only be
effective upon receipt.
11. 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.
12. 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 and you with respect to such subject matter. This Agreement can be
modified only by a writing signed by both you and the Company. If any provision
of this Agreement shall be held to be void or 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
successors and assigns.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
HANDY & XXXXXX
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: President & Chief
Operating Officer
Agreed to this 25 day
of October, 1996
/s/ Xxxxxx X. XxXxxxx
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