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Exhibit 10.6
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of April, 2000 by and between
WEIRTON STEEL CORPORATION, a Delaware corporation with its principal executive
offices located at 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxxxxxx 00000
(hereinafter called the "Corporation") and the individual employee whose name
and address appear on the signature page hereto (hereinafter called "Employee").
The parties hereto agree as follows:
First: Term and Duties: The term of this Agreement shall
commence on the 1st day of April, 2000 and shall continue until the date this
Agreement is terminated by either party at any time for any reason in accordance
with and subject to the provisions of this Agreement (the "Termination Date").
During the term of this Agreement, Employee shall serve as a full-time, salaried
employee of the Corporation. The duties, title, salary and other benefits of
Employee shall be as agreed upon from time to time between Employee and the
Corporation.
Second: Eligibility for Termination Benefits:
(a) If the employment of Employee by the Corporation is
terminated by the Corporation without just cause as hereinafter defined,
Employee shall receive such benefits hereunder ("Termination Benefits") as shall
be determined in accordance with Paragraph Third, provided Employee, if
requested, remains in the employment of the Corporation for such period as the
Corporation may request, but not to exceed 60 days following the receipt by
Employee of a written notice of such termination. For purposes of this
Agreement, termination of Employee's employment by the Corporation shall
constitute a termination for "just cause" only if such termination is for one or
more of the following reasons: (i) conviction of a felony punishable by a prison
sentence of more than one year; (ii) habitual use of drugs without a
prescription or habitual, excessive use of alcohol to the extent that any of
such uses materially interferes with the performance by Employee of his duties;
(iii) refusal or failure by Employee, after written notice from the Corporation,
to perform or discharge duties and responsibilities appropriate to his position,
which refusal or failure amounts to an extended and gross neglect of his duties
to the Corporation; (iv) breach of paragraph (c) of Paragraph Fifth of this
Agreement; or (v) breach of any confidentiality agreement between the
Corporation and the Employee.
(b) The Corporation shall be deemed to have agreed to a
termination without just cause in accordance with paragraph (a) of this
Paragraph Second from and after the date (i) Employee is assigned duties or
responsibilities significantly inconsistent with and less than Employee's
position, duties, responsibilities or status with the Corporation as in effect
upon execution of this Agreement; (ii) Employee's base salary, excluding any
bonus or other compensation derived from any employee benefit plan, is ever
reduced below any level attained by Employee, or (iii) Employee is required to
reside other than in the Weirton or Greater Pittsburgh area in order to perform
his duties for the Corporation; provided, that such action is taken without
Employee's consent, and within 30 days after the occurrence of any such event
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Employee notifies the Corporation in writing that he is so deeming the
Corporation to have elected to terminate his employment, whereupon the
Corporation shall be deemed to have terminated such employment as of the date of
any such action or the date of such notice at the option of the Employee. If the
date of termination is deemed to be a date earlier than the date of such notice,
and the Corporation, upon receipt of such notice, promptly takes all actions
hereunder required in the event of such termination, no intervening delay in
taking such actions may be construed as a violation of this Agreement.
(c) Except as otherwise specifically set forth in this
Agreement or as otherwise prohibited by law, all rights of Employee, and all
obligations of the Corporation under this Agreement, shall cease on, and as of,
the Termination Date.
Third: Amount and Duration of Termination Benefits:
(a) Upon the termination of Employee's employment without
cause in accordance with Paragraph Second, Employee shall be treated as being an
inactive employee for 24 months following the Termination Date, and Employee
shall receive, within 10 days of the Termination Date, a total of 24 months base
salary (excluding vacation or special pay) in effect at the Termination Date
(the "Lump Sum Payment"), calculated as follows, where:
X is 24 months of Employee's base salary; and
Y is any applicable federal, state or local tax or liability
imposed on Employee as a result of the Lump Sum Payment,
including, without limitation, social security taxes,
income taxes and excise taxes, which amount shall be
withheld by Corporation and paid by Corporation to the
appropriate agency for and on behalf of Employee.
Then, LUMP SUM PAYMENT = X + Y.
It is the intent of the parties that the foregoing Lump Sum Payment calculation
shall result in the receipt by Employee of an amount equal to 24 months of
Employee's base salary net of all applicable federal, state and local taxes, and
Corporation's payment to the appropriate taxing authority of any applicable
federal, state or local tax or liability imposed on Employee. Furthermore, for a
period of 24 months following the Termination Date, the Corporation shall (i)
continue to provide coverage for Employee and his applicable dependents under
all benefit plans of the Corporation providing life insurance or health,
disability, hospitalization and major medical insurance at such levels as are
not less than those in effect at the time of the Termination Date; and (ii) to
the extent allowable under applicable law, cause Employee to continue to earn
service credit for all purposes under any pension or retirement plan maintained
by the Corporation in which Employee participated at the time of the Termination
Date; provided, however, that the coverage referred to in clause (i) shall be
suspended during any period in which and to the extent Employee is eligible for
similar coverage under another employer plan unless such suspension would
violate the terms of any such plan. Notwithstanding the above, the
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Corporation shall not be obligated as provided in this Paragraph Third during
any period when Employee does not comply with Paragraph Fifth. For all other
purposes, Employee's employment shall terminate on the Termination Date. If
Employee's employment is terminated for just cause or by Employee, no
Termination Benefits shall be paid by Corporation to Employee.
(b) In the event Employee's employment is terminated without
just cause by the Corporation prior to the end of any fiscal year, Employee
shall receive his accrued bonus, if any, for the fiscal year in which
termination occurs, in which event such bonus shall be pro rated by multiplying
the total bonus amount for the applicable fiscal year by a fraction, the
numerator of which is the number of days elapsed in the fiscal year up to and
including the date termination becomes effective and the denominator is 365. If
Employee's employment is terminated for just cause or by Employee, no bonus
shall be paid with respect to the fiscal year in which such termination occurs.
(c) Nothing in paragraph (a) of this Paragraph Third shall be
construed to require the Corporation to maintain any employee or management
benefit program solely for the purpose of covering or providing benefits to
Employee.
(d) The Corporation shall promptly reimburse Employee for the
reasonable legal fees and expenses incurred by Employee in connection with
enforcing any right of Employee pursuant to paragraph (a) of Paragraph Second,
paragraph (a) or (b) of this Paragraph Third or Paragraph Fourth; provided,
however, that the Corporation will only reimburse Employee for such legal fees
and expenses if, in connection with enforcing any right of Employee pursuant to
this Agreement, either (i) a judgment has been rendered in favor of Employee by
an arbitrator or a duly authorized court of law; (ii) an arbitration award in
favor of Employee has been issued; or (iii) the Corporation and Employee have
entered into a settlement agreement providing for the payment to Employee of any
or all amounts due hereunder.
(e) Notwithstanding any other provision of this Agreement, if
Employee's employment with the Corporation is terminated for any reason and (i)
Employee has attained 65 years of age; (ii) for the 2-year period immediately
prior to such termination Employee is employed in a bona fide executive or a
high policy-making position; and (iii) Employee is entitled to an immediate
nonforfeitable annual retirement benefit from a pension, profit-sharing,
savings, or deferred compensation plan, or any combination of such plans, of the
Corporation, which equals in the aggregate, at least $44,000, Employee will not
be entitled to any Termination Benefits hereunder.
Fourth: Perquisites
(a) Employee will be entitled to the use of a Company-owned
and maintained vehicle pursuant to the terms of the Corporation's Car and Car
Allowance Policy, a copy of which has been provided to Employee;
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(b) Membership in Xxxxxxxx Country Club which will be provided
at the Corporation's expense, provided that Employee shall be responsible for
his expenses at the Country Club which are non-business related.
Fifth: Confidentiality and Transfer of Intellectual Property
Rights and Interests:
(a) Employee shall not, during the term hereof or subsequent
to the Termination Date, divulge, furnish or make accessible to anyone
(otherwise than as consented to by the Corporation) any knowledge or
information, techniques, plans, trade or business secrets or confidential
information relating to the business secrets or confidential information
relating to the business of the Corporation or with respect to any other
confidential or secret aspect of the business of the Corporation, nor shall
Employee make any use of the same for his own purposes or for the benefit of
anyone under any circumstances; provided that, after the Termination Date, these
restrictions shall not apply to such knowledge, techniques, plans, trade or
business secrets or confidential information which is then in, or subsequently
becomes part of, the public domain, except because of disclosure by Employee
without the Corporation's consent.
(b) Employee shall immediately, upon termination and demand by
the Corporation, assign, transfer and convey to the Corporation any and all
copyright, patent and intellectual property rights and like interests which are
obtained by Employee during the term of his employment with Corporation and
which relate to methods, apparatus, designs, products, processes or devices,
sold, leased, used or under consideration or development by the Corporation, or
which otherwise relate to or pertain to the business, functions or operations of
the Corporation. Employee shall execute any and all forms, documents and
acknowledgments prepared by the Corporation for the purpose of assigning,
transferring and conveying such copyright, patent and intellectual property
rights and like interests.
(c) For the period commencing on the date hereof and
continuing for one year following the Termination Date, the Employee will not,
in any form, disparage the Corporation, its officers or directors or otherwise
make comment adverse to the Corporation concerning any aspect of the business or
practices, past or then present, of the Corporation.
(d) It is the desire of the parties that the provisions of
this Paragraph Fourth be enforced to the fullest extent permissible under the
laws and public policies in each jurisdiction in which enforcement might be
sought. Accordingly, if any particular portion of this Paragraph Fourth be
adjudicated as invalid or unenforceable, this Paragraph Fifth shall be deemed
amended to delete therefrom such portion so adjudicated, such deletion to apply
only with respect to the operation of this Paragraph Fourth in the particular
jurisdiction so adjudicating. If there is a breach or threatened breach of this
Paragraph Fifth by Employee, the Corporation shall be entitled to an injunction
restraining Employee from such breach, but nothing herein shall be construed as
prohibiting the Corporation from pursuing any other remedies for such breach or
threatened breach.
Sixth: Disability: If Employee is unable to render full-time
services to the Corporation of the character required to perform the duties of
his employment with the
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Corporation with reasonable efficiency for a period of six consecutive months,
commencing after the date hereof, by reason of illness, disability or incapacity
and the Corporation terminates Employee's employment thereafter, Employee shall
not be entitled to any Termination Benefits hereunder; provided, that this
Paragraph Sixth shall not apply in any case where Employee, upon such
termination, would not qualify under any program of long-term disability
benefits provided by the Corporation.
Seventh: Waiver of Breach: A waiver by the Corporation or
Employee of a breach of any provision of this Agreement by the other party shall
be in writing and shall not operate or be construed as a waiver of any
subsequent breach by the other party.
Eighth: Entire Agreement: This Agreement contains the entire
understanding and agreement between the parties and cannot be amended, modified
or supplemented in any respect, except by an agreement in writing signed by the
party against whom enforcement of any amendment, modification or supplement is
sought.
Ninth: Successors and Assigns: This Agreement shall inure to
the benefit of and be binding upon the Corporation and its successors and
assigns including, without limitation, any corporation or other entity which may
acquire all or substantially all of the capital stock, assets and/or business of
the Corporation or with or into which the Corporation may be consolidated or
merged, and Employee, his heirs, executors, administrators and legal
representatives.
Tenth: Governing Law: This Agreement shall be governed by the
laws of the State of Delaware, without regard to its principles of conflicts of
laws.
Eleventh: Arbitration: Any dispute between Employee and the
Corporation arising under this Agreement, whether or not a case or controversy,
shall be resolved solely by arbitration in Pittsburgh, Pennsylvania in
accordance with the rules of the American Arbitration Association, and judgment
upon any award may be entered in any court having jurisdiction thereof.
Twelfth: Severability: If any provision of this Agreement or
the application thereof to any circumstance shall to any extent be held invalid
or unenforceable, the remainder of this Agreement shall not be affected thereby,
and shall be valid and enforceable to the fullest extent permitted by law, but
only if and to the extent such enforcement would not materially and adversely
frustrate the parties' essential objectives as expressed herein.
Thirteenth: Termination of Term of Agreement: If the Employee,
in the reasonable opinion of the Corporation, breaches paragraph (c) of
Paragraph Fifth of this Agreement by disparaging the Corporation, its officers
or directors or breaches a confidentiality agreement between the Corporation and
the Employee, which are respectively defined as events of just cause in
Paragraphs Second(a)(iv) and (v) of this Agreement, the Corporation, in its sole
discretion and without waiving any other right it has or may have at law, under
this Agreement or under any other agreement or policy applicable to Employee,
may provide written notice to Employee that the term of this Agreement is ended
immediately upon delivery of such notice.
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The termination of the term of this Agreement pursuant to this Paragraph
Thirteenth shall not be a reduction in position, duties, responsibilities, or
status of the Employee with the Corporation under Paragraph Second or
constructive or actual discharge of the Employee from employment with the
Corporation for purposes of this Agreement. No Termination Benefits will be due
or payable in connection with or as a result of delivery of a notice pursuant to
this Paragraph Thirteenth ending the term of this Agreement. If a notice of the
termination of the term of this Agreement pursuant to this Paragraph Thirteenth
is delivered to the Employee, the Employee will immediately become an employee
at will of the Corporation without benefit of this Agreement or any other
employment agreement or representation of continued employment, express or
implied.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
WEIRTON STEEL CORPORATION
Date: 7/12/00 By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Exec. V.P.-Human Resources & Corp. Law
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EMPLOYEE:
Date: 7/12/00 Name: /s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
Address: R.D. #1, 355 Dire Drive
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Xxxxxxx, XX 00000
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