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Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT made as of the date written below by and between
WEIRTON STEEL CORPORATION, a Delaware corporation, with its principal executive
offices located at 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 date hereof and shall continue until terminated in accordance
with Paragraph Second. During the term hereof, Employee shall serve as a
full-time, salaried employee of the Corporation. Employee's duties, title,
salary and other benefits shall be as agreed upon from time to time between
Employee and the Corporation.
Second: Eligibility for Termination Benefits: (a) Subject to
paragraph (d) of Paragraph Third, if Employee's employment with the Corporation
is terminated by the Corporation without just cause, Employee shall receive such
benefits hereunder ("Termination Benefits") as determined in accordance with
Paragraph Third, provided Employee, if requested, remains in the employment of
the Corporation for a period not exceeding 60 days following receipt 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 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
Employee's performance of his duties; or (iii) refusal or failure, after notice,
by Employee 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. 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 and
terminate on, and as of, the date of termination of employment for just cause.
(b) The Corporation shall be deemed to have agreed to a
termination in accordance with paragraph (a) of this Paragraph Second from and
after the date (i) the Employee is assigned duties or responsibilities
significantly inconsistent with and less than the Employee's position, duties,
responsibilities or status with the Corporation as in effect upon execution of
this Agreement, (ii)
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the Employee's base salary, excluding any bonus or other compensation derived
from any employee benefit plan, is ever reduced below any level attained by the
Employee, or (iii) the Employee is required to reside other than in the Greater
Pittsburgh Area in order to perform his duties for the Corporation; provided,
that such action is taken without the Employee's consent, and within 30 days
after the occurrence of any such event the Employee notifies the Corporation
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.
Third: Amount and Duration of Termination Benefits:
(a) Upon the termination of Employee's employment on any date
in accordance with Paragraph Second (the "Termination Date"), Employee shall be
treated as being an inactive employee for 18 months following the Termination
Date, and Employee shall receive a total of 18 months base salary (excluding
vacation or special pay) in effect at the Termination Date as follows: (i) 12
months base salary to be paid in one lump sum within 10 days following the
Termination Date; (ii) starting in the 13th month following the Termination Date
and ending in the 18th month following the Termination Date, six months base
salary to be paid in six monthly installments. Any income earned by Employee
from employment, or otherwise from a trade or business, in the 13th through the
18th month following the Termination Date (excluding any self-employment
income), shall reduce on a dollar-for-dollar basis the compensation payable to
Employee during such months pursuant to this paragraph. Employee shall report
all such other compensation to the Corporation. Furthermore, for a period of 18
months following the Termination Date, the Corporation shall (iii) continue to
provide coverage for Employee and 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 (iv) 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 (iii) shall be
suspended during any period in which and to the extent Employee is eligible for
similar coverage under another employer plan. Notwithstanding the above, the
Corporation shall not be obligated as provided in this Paragraph Third during
any period when employee does not comply with Paragraph Fourth.
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For all other purposes, Employee's employment shall terminate on the Termination
Date.
(b) 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.
(c) 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) or (b) of Paragraph
Second, or paragraph (a) of this Paragraph Third; 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 a duly
authorized court of law, or (ii) the Corporation and Employee have entered into
a settlement agreement providing for the payment to Employee of any or all
amounts due hereunder.
(d) Notwithstanding any other provision of this Agreement, if
the Employee's employment with the Corporation is terminated for any reason and
(i) the Employee has attained 65 years of age, (ii) for the 2-year period
immediately prior to such termination the Employee is employed in a bona fide
executive or a high policy-making position and (iii) the 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, the
Employee will not be entitled to any Termination Benefits hereunder.
Fourth: Confidentiality and Non-Competition:
(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 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) Except with the consent of the Corporation and provided
the Corporation has made the payment required under clause (i) of paragraph (a)
of Paragraph Third, for a period of one year after the Termination Date,
Employee shall not engage in any
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business (whether as an officer, director, owner, employee, partner or other
direct or indirect participant and except for and to the extent of any business
engaged in by Employee at the Termination Date and consented to by the
Corporation) competing with any portion of the steel business in which the
Corporation is actively engaged in the United States as of the Termination Date.
For such period, Employee also shall not interfere with, disrupt or attempt to
disrupt the relationship, contractual or otherwise, between the Corporation and
any customer, supplier, lessor, lessee or employee of the Corporation.
(c) 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 Fourth 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 Fourth 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.
Fifth: 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 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 Fifth 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.
Sixth: Waiver of Breach: A waiver by the Corporation or
Employee of a breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach by the other
party.
Seventh: 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.
Eighth: 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
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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.
Ninth: Governing Law: This Agreement shall be governed by the
laws of the State of West Virginia.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day written below.
WEIRTON STEEL CORPORATION
Dated: April 9, 1998 By: /s/ XXXXXXX X. XXXXXXXX
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Title: President & CEO
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EMPLOYEE
Name: /s/ XXXXX XXXXXXXXXX, XX.
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Xxxxx Xxxxxxxxxx, Xx.
Vice President
Engineering & Technology
Address: 000 Xxxxxx Xxxxxx
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Xxxxxxxxxxxx, XX
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