Exhibit 10(ii)
[FORM OF] AMENDED AND RESTATED SUPPLEMENTAL
COMPENSATION AGREEMENT
THIS AGREEMENT made and entered into as of the first day of October, 1996,
between National Standard Company, an Indiana corporation (the "Company"), and
_________________ ("Employee").
WHEREAS, there have been a series of unexpected takeovers of U.S.
corporations, in a number of cases by corporations located outside the U.S. and
current conditions may contribute to the continuation or acceleration of this
trend;
WHEREAS, the possibility of sudden takeovers by previously unknown and
possibly foreign purchasers can contribute to uncertainty of employment and also
loss of valuable managers of the Company to the detriment of the Company and its
shareholders; and
WHEREAS, the Company is desirous of providing the Employee with
supplemental compensation should the Employee be terminated as the result of a
change of ownership or takeover of the Company;
NOW THEREFORE, in consideration of the premises and the mutual promises
herein contained, it is agreed as follows;
(1) In the event that the Company, during the employment period,
makes any substantial change in the Employee's employment conditions,
authority or job responsibilities which materially restricts his
ability to perform the functions of Vice President of Finance of the
Company during a two year period immediately following
(i) the acquisition by any person or entity [other than
any "employee stock ownership plan" or any "defined benefit
plan" (as defined under the Internal Revenue Code)
maintained by the Company] of 40% or more of the combined
voting power of the Company's outstanding securities or (ii)
a change in the membership of a majority of the Board of
Directors following the acquisition by any person or entity
[other than any "employee stock ownership plan" or any
"defined benefit plan" (as defined under the Internal
Revenue Code) maintained by the Company] of 20% or more of
the combined voting power of the Company's outstanding
securities the Employee may, by written notice, notify the
Company that the change or changes constitutes a termination
by the Company without cause. Upon such notice, the
employment period shall be considered terminated thirty (30)
days after the notice.
(2) Upon termination of the Employee, the Company shall provide
as a severance benefit to the Employee as liquidated damages for
breach by the Company of its otherwise applicable obligations
hereunder, the sum of (i) through (iii) set forth below.
(i) A benefit payment equal to the Employee's then
current base monthly salary which benefit will be paid
monthly for a period of twenty four (24) months.
(ii) Continuation of term life insurance and medical
and health insurance for the 24 month period as set forth in
Paragraph (2) (i) above.
(iii) A full distribution of all of the Employee's and
the Company matching contributions under the Employee Stock
Savings Plan computed as if the Employee had attained 100%
vesting at the time of termination.
Benefits provided to the Employee under the provisions
of this Paragraph (2) shall be offset by normal termination
benefits otherwise provided by the Company to such Employee.
(3) The Employee agrees that without the consent of the Company
he will not at any time after the termination date (except as required
by law) disclose to any person confidential information concerning the
Company or any of the Company's trade secrets.
(4) The Employee shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment
or otherwise. However, the benefits provided to Employee under the
provisions of Paragraphs (2)(i) shall immediately cease if Employee
should secure other employment at a salary equal to, or greater than,
the monthly benefit payment described in Paragraph (2)(i) above.
(5) In the event the Employee shall file suit or take any other
legal action to enforce any of his rights under this Agreement and
shall be successful, the Employee shall be entitled to recover from
the Company reasonable attorneys' fees and other reasonable costs
incurred by the Employee in connection therewith. If, however, legal
action is brought by the Employee to enforce any of his rights under
this Agreement and the litigation is dismissed on a motion for summary
judgment or for failure to state a cause of action, the Employee will
be obligated to pay the Company's legal fees incurred in connection
with defending that litigation.
(6) This Agreement shall be binding upon and its benefits shall
accrue to the heirs, successors and assigns of the parties hereto.
(7) This Agreement shall terminate on September 30, 1999,
provided that such termination shall not reduce or invalidate any
rights or obligations accrued prior to the termination date of this
Agreement.
(8) This Agreement terminates and replaces all prior
agreements relating to the subject matter hereof.
(9) This Agreement may be executed in two counterparts, both of
which shall be deemed an original, but which together shall constitute
one instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Employee
and the Company's officer thereunto duly authorized as of the day and year first
above written.
NATIONAL STANDARD COMPANY EMPLOYEE
By:__________________________ ____________________
