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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
This AGREEMENT, made effective as of January 1, 1998 (the "Effective
Date"), by and between J&L Specialty Steel, Inc., a Pennsylvania corporation
(the "Company") and Xxxxxx X. Xxxxxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Company desires to employ Employee and Employee desires to
be employed by the Company upon the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed as follows:
1. EMPLOYMENT.
(a) Effective January 1, 1998, the Company hereby agrees
to employ Employee as President and Chief Executive
Officer of the Company, and agrees to nominate
Employee as a member of the Board of Directors
("Board") of the Company. Employee shall report
directly to the Chairman of the Board and shall
perform such duties as are customarily performed by a
person holding the position of President and Chief
Executive Officer in businesses as that engaged in by
the Company and shall, in addition, render such other
services as may be assigned to him from time to time
by the Board.
(b) Employee hereby agrees to be employed as President
and Chief Executive Officer of the Company and to
serve as a member of its Board. Employee agrees that
he shall at all times faithfully and to the best of
his ability, perform all of the duties that may be
required of him pursuant to the terms of this
Agreement.
(c) As long as the principal offices of the Company are
located in Pittsburgh, Pennsylvania, the Employee's
principal place of employment shall be at the
principal offices of the Company, with appropriate
secretarial support, at the Company's expense.
(d) The Company represents and warrants to Employee that
this Agreement has been duly and validly authorized
and executed by and on behalf of the Company in
accordance with its Articles of Incorporation and
bylaws and that it constitutes the lawful and valid
obligation of the Company.
(e) The Employee represents and warrants to the Company
that he is free to accept employment hereunder and
that he has no prior or other obligations
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or commitments of any kind that would in any way
hinder or interfere with his acceptance of, or the
full performance of, such employment.
(f) The letter agreement date September 28, 1995 by and
between Employee and the Company is hereby terminated
as of the Effective Date.
2. TERM. Unless earlier terminated in accordance with the
provisions of Paragraph 4 below, this Agreement shall continue
for an initial period beginning as of the Effective Date and
ending five (5) years from the Effective Date ("the Initial
Term"). After expiration of the Initial Term, and subject to
the termination provisions herein contained, this Agreement
will be automatically renewed for successive one (1) year
terms, provided neither of the parties has given written
notice to the other party of its or his intent not to renew at
least sixty (60) days prior to the respective renewal date.
3. COMPENSATION AND RELATED MATTERS.
(a) Base Salary. During the Employee's employment
hereunder, the Company shall pay to the Employee an
annual base salary effective January 1, 1998 of
$400,000 and Employee shall receive such amount less
such deductions as are required by law or that
Employee may elect in accordance with Company policy
and procedure. For each contract year after 1998, the
Board shall set Employee's annual base salary prior
to the beginning of such year, provided that such
annual base salary may not be lower than the previous
year's annual base salary.
The following amounts are indicative of future base
salaries that Employee and the Board of Directors
deem may be appropriate:
Effective January 1, 1999 -- $430,000
Effective January 1, 2000 -- $465,000
Effective January 1, 2001 -- $505,000
Effective January 1, 2002 -- $550,000
The base salary shall be payable in equal periodic
installments in accordance with the Company's salary
practices. The base salary payments hereunder shall
not in any way limit or reduce any other obligation
of the Company hereunder, and no other compensation,
benefit or payment hereunder shall in any way limit
or reduce the obligation of the Company to pay the
Employee's base salary hereunder.
(b) Restricted Shares. The Company shall reserve as an
equity performance bonus up to one hundred thousand
(100,000) restricted shares of the Company's common
stock, (the "Shares"), in accordance with the terms
and conditions of the Company's 1993 Stock Incentive
Plan, or successor plan, and pursuant to such other
terms and conditions as may be established by the
Incentive Based Compensation Committee of the
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Company's Board of Directors. The Company shall
recommend to the Incentive Based Compensation
Committee that shares be awarded to Employee on or
before the dates and in the amounts set forth below:
January 1, 1998 - 30,000 shares
January 1, 1999 - 30,000 shares
January 1, 2000 - 40,000 shares
(c) Profit Sharing. During the term of this Agreement,
Employee shall be designated a participant in the
Senior Management Incentive Plan (the "Incentive
Plan") at a new Incentive Award Schedule A, Position
Level A (100% maximum award potential) with
performance levels (Threshold, Targets and Maximum
performance levels) consistent with other performance
levels set forth in the Incentive Plan, as the same
may be amended from time to time.
(d) Supplemental Retirement Plan. Employee shall be
deemed a participant in the Company's Executive
Benefit Plan whose participation began prior to May
1, 1992, and on the Effective Date shall be credited
with Years of Service under such Plan beginning on
January 1, 1972. Employee's supplemental benefit
shall be paid to him in accordance with the terms of
the Executive Benefit Plan or in a lump sum
(calculated in accordance with the terms of the
Executive Benefit Plan) within thirty (30) days
following termination of this Agreement by the
Company without Cause or by the Employee with Good
Reason.
(e) Memberships. During the term of Employee's employment
hereunder Employee shall receive reimbursement from
the Company for membership and club dues of the
Employee at a downtown luncheon club, a health club
and a country club of his choice, and for such other
memberships and club dues as the Chairman of the
Board determines are reasonable and necessary for the
purpose of promoting and maintaining the business of
the Company. It is further agreed that if Employee's
employment under the Agreement terminates because of
Employee's election to retire under the provisions of
any of the Company's qualified or non-qualified
pension plans, Company shall, to the extent it has
the right to do so under applicable club rules and
membership contracts, assign to Employee (or, in the
case of Employee's death, to his spouse at the time
of his death, if any, otherwise to his heirs) such
existing memberships in such clubs.
(f) Estate and Tax Planning. For each calendar year from
and including 1998 during any part of which the
Employee is employed under this Agreement, Employee
shall receive reimbursement from the Company for an
amount equal to the Professional Expense
Reimbursement for such calendar year. The
"Professional Expense Reimbursement" for any calendar
year shall be determined as follows: Determine the
amount equal to the lesser of (a)
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Employee's out-of-pocket costs on account of personal
legal, estate and tax planning services incurred by
Employee from time to time during such calendar year,
or (b) the amount equal to the sum of (A) $5,000
("Base Amount"), and (B) any portion of the Base
Amounts from previous calendar years from and
including 1998 not used in calculating the
Professional Expense Reimbursement for any previous
calendar year.
(g) Legal Fees. The Company shall reimburse Employee for
Employee's reasonable out-of-pocket costs on account
of fees and expenses of lawyers retained by Employee
in connection with any action, suit, arbitration or
proceeding between the Company and Employee in which
Employee is the prevailing party as determined by a
final non-appealable decision arising in connection
with this Agreement, as amended from time to time.
(h) Expenses. During the term of the Employee's
employment hereunder, the Employee shall receive
reimbursement from the Company for all reasonable
expenses incurred by the Employee in performing
services hereunder, including, without limitation,
all expenses of travel and living expenses while away
from home on business at the request of or in the
service of the Company, provided that such expenses
are incurred and accounted for in accordance with the
standard policies and procedures established by the
Company for reimbursement of expenses.
(i) Vacation. In addition to all holidays provided other
employees of the Company, Employee shall be entitled
to vacation in accordance with standard Corporate
policy.
(j) Automobile. During the term of this Agreement, the
Company shall make available to the Employee, at his
request and for his use (without personal mileage
reimbursement), an automobile registered and owned by
the Corporation of a class at least comparable to the
car now provided to Employee by the Company.
(k) Other Benefits. The Employee shall be entitled to
participate in the same manner as other executives of
the Company in such life insurance, medical, dental,
disability, pension and retirement plans and other
programs as may be approved from time to time by the
Company for the benefit of its executives, except any
other such plan or program with respect to which
Employee voluntarily executes a legally effective
waiver. Except as provided in Paragraph 3(m) hereof,
nothing herein shall affect the Company's right to
amend, modify or terminate any retirement or other
benefit plan at any time for any reason.
(l) Gross-Up. The reimbursements and benefits provided
under Paragraphs 4(e), (f), (g) and (j) shall be
grossed-up for federal, state and local income taxes
actually payable thereon by Employee, such that after
giving effect
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to such taxes the Employee will retain an amount
equal to such pre-tax reimbursement.
(m) Amendment. Despite authority to amend and terminate
the Incentive Plan, the 1993 Stock Incentive Plan and
the Executive Benefit Plan contained in those plans,
the Company agrees that it will not, at least until
December 31, 2002 (unless the Agreement, as amended,
is sooner terminated pursuant to Paragraph 4
thereof), either terminate any of those plans, or
amend them in any way that would reduce the benefits
to which the Employee would otherwise become entitled
thereunder without the prior written consent of
Employee. The Employee hereby consents to the
amendment of the Incentive Plan to add a new
Incentive Award Schedule A, Position Level A, as
described in Paragraph 3(c) hereof.
4. TERMINATION OF EMPLOYMENT.
This Agreement and the Employee's employment hereunder may be
terminated without any breach of this Agreement only under the
following circumstances during the term of this Agreement:
(a) Termination by Employee. Employee may terminate his
employment with the Company for Good Reason or for
any other reason by giving the Company not less than
thirty (30) days prior written notice of the
termination of his employment. For purposes of this
Agreement, "Good Reason" shall mean any failure by
the Company to comply with any material provision of
this Agreement.
(b) Death. The Employee's employment hereunder shall
terminate upon his death.
(c) Disability. If (i) the Employee is deemed disabled
under the Company's Disability Benefit Plan, or any
successor plan in which Employee participates, and
the Employee shall have been absent from his duties
hereunder, with the approval of a physician selected
or approved by the Company, for a period of six (6)
consecutive months during the term of this Agreement,
and (ii) within thirty (30) days after written notice
of termination is given by the Company to the
Employee (which may occur at or after the end of such
six (6) month period) the Employee shall not have
returned to the performance of his duties hereunder
on a full-time basis; then the Company may terminate
the Employee's employment hereunder.
(d) Termination by Company. The Company may immediately
terminate the Employee's employment hereunder for
Cause or for any reason other than for Cause by
giving Employee not less than thirty (30) days prior
written notice. For purposes of this Agreement,
"Cause" shall mean (i) the willful and continued
failure by Employee to substantially perform his
duties
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hereunder (other than any such failure resulting from
Employee's incapacity due to physical or mental
illness) after demand for such substantial
performance is delivered by Company specifically
identifying the manner in which the Company believes
Employee has not substantially performed his duties,
(ii) his conviction of or plea of guilty or nolo
contendere to a felony or other crime involving moral
turpitude or misappropriation of funds, (iii) the
willful engaging by the Employee in misconduct which
is materially injurious to the Company, monetarily or
otherwise.
(e) Effect of Termination. Any termination of this
Agreement will automatically act as a resignation of
Employee from the Company's Board, effective as of
the date of termination.
5. COMPENSATION UPON TERMINATION OF EMPLOYMENT.
(a) Disability. During any period that the Employee is
deemed disabled under the Company's Disability
Benefit Plan or any successor plan in which Employee
participates ("Disability Period"), the Employee
shall continue to receive his full base salary,
profit sharing bonuses and restricted stock awards,
together with the benefits and participation rights
stated above, at the rate then in effect for such
period until the expiration of the Initial Term or if
the Initial Term has ended, until the expiration of
any one year renewal periods. Payments so made to the
Employee during the Disability Period shall be
reduced by the sum of the amounts, if any, payable to
the Employee under any disability benefit plans of
the Company. After expiration of the Initial Term or
any one year extension periods, Employee may be
entitled to receive any disability benefits provided
by the Company as well as any other benefits payable
under any Company welfare, pension or benefit plans
in which Employee participates, but Employee shall
not be entitled to receive the Severance Payment (as
hereinafter defined).
(b) Death, Termination for Cause or Termination Without
Good Reason. If the Employee's employment shall be
terminated as a result of Employee's death under
Paragraph 4(b) hereof or for Cause under Paragraph
4(d) hereof, or by Employee under Paragraph 4(a)
hereof for any reason other than Good Reason, the
Company shall pay the Employee his full base salary
through the date of termination at the rate in effect
at the time a notice of termination is given plus all
accrued and unpaid benefits (including all life
insurance, profit sharing bonus, pension, health and
welfare benefits in which the Employee was a
participant in accordance with the terms of such
plans) and the Company shall have no further
obligations whatsoever under this Agreement except as
expressly provided otherwise in this Agreement or
under any plan or benefit stated above.
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(c) Termination Other Than for Cause; Termination for
Good Reason. If the Employee's employment is
terminated by the Company other than for Cause, or if
Employee shall terminate his employment for Good
Reason, then Employee shall be entitled to receive,
within thirty (30) days of termination, a lump sum
payment equal to the sum of his annualized base
salary in the year of termination and profit sharing
bonus (as calculated below) for the greater of (i)
the balance of the Initial Term, or (ii) for three
(3) years, plus all accrued and unpaid benefits
(including the awarding of any shares of restricted
stock that have not yet been awarded under Paragraph
3(b) hereof) that Employee would have earned or
accrued during such period had his employment not
been so terminated (including years of service and
participation for such period under the Executive
Benefit Plan) to the extent permitted by law or under
the terms of any qualified welfare or pension plan
(collectively, the "Severance Payment"). The
Employee's profit sharing bonus for purposes of this
Paragraph 5(c) shall be calculated by applying the
average of the two highest percentages used to
calculate the amounts earned by Employee under the
Incentive Plan in any of the five (5) immediately
preceding years.
(d) Failure to Renew. In the event the Company elects not
to renew this Agreement after the Initial Term or any
one year extension period, the Employee may elect to
receive the Severance Payment, in which case he will
be bound by the provisions of Paragraphs 8 and 9
hereof. Alternatively, the Employee may elect not to
receive the Severance Payment, in which case he will
not be bound by the provisions of Paragraphs 8 and 9
hereof. Such election must be made no later than
thirty (30) days after expiration of the Initial Term
or any one year extension period.
(e) Retirement. In no event shall Employee be entitled to
receive the Severance Payment if this Agreement
terminates as a result of Employee's election to
retire under the provisions of any of the Company's
qualified or non-qualified pension plans.
Notwithstanding any provision in the Executive
Benefit Plan to the contrary and regardless of
whether Employee is vested under such plan, in the
event of termination as described in Paragraphs 5(c)
or 5(d), the Employee's retirement benefit payable
under the Executive Benefit Plan shall be paid to the
Employee in a single lump-sum payment as soon as
practical following the occurrence of the event which
gives rise to the right to payment. Such lump-sum
payment shall be calculated in accordance with the
terms of the Executive Benefit Plan and this
Agreement and shall be in full satisfaction of any
right the Employee may have to payment of a
retirement benefit under the Executive Benefit Plan.
To the full extent necessary to carry out the intent
of the foregoing, this Agreement shall also be deemed
to have amended the Executive Benefit Plan, effective
as of the effective date of this Agreement.
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6. CORPORATE BOARDS AND OTHER MEMBERSHIPS.
As long as the Employee is President and Chief Executive
Officer of the Company, any corporate boards of directors on
which the Employee wishes to serve must have the prior
approval of the Chairman of the Board. At such time as the
Employee ceases to act as President and Chief Executive
Officer of the Company, the Employee may serve on additional
boards of directors subject to the terms of this Agreement,
including Paragraph 8 hereof.
7. NON-DISCLOSURE OF INFORMATION.
(a) Employee shall not, directly or indirectly, disclose
to any person or entity for any reason, or use for
his own personal benefit, any Confidential
Information (as defined below) either during his
employment with the Company or at any time
thereafter.
(b) Employee shall, at all times take all precautions
necessary to protect from loss or disclosure by him
of any and all documents or other information
containing, referring to or relating to such
Confidential Information. Upon termination of his
employment with the Company the Employee shall
promptly return to the Company any and all documents
or other tangible property containing, referring to
or relating to such Confidential Information, whether
prepared by him or others.
(c) Notwithstanding any provision to the contrary in this
Paragraph 7, this paragraph shall not apply to
information which the Employee is legally required to
disclose or to information which must be disclosed in
connection with the performance of Employee's duties
hereunder or to information which has become part of
the public domain or is otherwise publicly disclosed
through no fault or action of the Employee. If
Employee has reason to believe that he may be legally
required to disclose Confidential Information, he
shall give the Company reasonable notice prior to
disclosure so that it may seek to protect the
confidentiality of such information.
(d) For purposes of this Agreement "Confidential
Information" means any information relating in any
way to the business of the Company disclosed to or
known to the Employee as a consequence of, result of,
or through the Employee's employment by the Company
which consists of technical and non-technical
information about the Company's products, processes,
programs, strategic plans, concepts, forms, business
methods, data, any and all financial and accounting
data, marketing, customers, customer lists, and
services and information corresponding thereto
acquired by the Employee during the term of the
Employee's employment by the Company. Confidential
Information shall not include any of such items which
are published or are otherwise part of the public
domain, or freely available from trade sources or
otherwise.
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8. RESTRICTIONS ON COMPETITION.
In consideration of the receipt of the Severance Payment under
Paragraphs 5(a), (c) or (d), if applicable, hereof, or in the
event of Employee's retirement under Paragraph 5(e) hereof,
Employee covenants and agrees that for a period of three (3)
years (or one (1) year in the case of retirement under
Paragraph 5(e) hereof) following the termination of Employee's
employment under Paragraphs 5(a), (c), (d), if applicable, or
(e) hereof, Employee shall not, directly or indirectly engage
in, participate in or assist, as principal or agent, officer,
director, employee, franchisee, consultant, shareholder, or
otherwise, alone or in association with any other person,
corporation or other entity, any business whose activities,
services or products are directly or indirectly competitive
with the activities, services or products of the Company or
its subsidiaries anywhere in the United States; provided,
however, that the foregoing restriction shall not apply in the
case of ownership of the stock of a company which is traded
either on a national or a regional stock exchange or
over-the-counter, where Employee directly or indirectly owns
less than 5% of the stock of such company.
9. RESTRICTIONS ON SOLICITATION.
(a) Employee agrees that during his employment with the
Company he shall not, directly or indirectly, solicit
the trade of or trade with, or otherwise do business
with, any customer or prospective customer of the
Company for any direct or indirect competitor of the
Company. In consideration of the receipt of the
Severance Payment under Paragraphs 5(a), (c) or (d),
if applicable, hereof, or in the event of Employee's
retirement under Paragraph 5(e) hereof, Employee
further agrees that for three (3) years (or one (1)
year in the case of retirement under Paragraph 5(e)
hereof) following the termination of his employment
under Paragraphs 5(a), (c) or (d), if applicable, or
(e) hereof, Employee shall not, directly or
indirectly, solicit the trade of or trade with, any
customer or prospective customer of the Company on
behalf or for the benefit of any direct or indirect
competitor of the Company, or directly or indirectly,
solicit or induce, or attempt to solicit or induce,
any employee of the Company to leave the Company for
any reason whatsoever or hire any employee of the
Company.
(b) During his employment with the Company, Employee
shall not take any action which might divert from the
Company any opportunity which would be within the
scope of any present or contemplated future business
of the Company.
10. SURVIVAL AND ENFORCEMENT.
(a) The provisions set forth in Paragraphs 7, 8 and 9 of
this Agreement shall survive the termination of
Employee's employment with the Company, or
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the expiration of this Agreement, as the case may be,
and shall continue to be binding upon Employee in
accordance with their respective terms.
(b) Employee recognizes and acknowledges that the
services to be rendered by him hereunder are of a
special and unique character and that the
restrictions on Employee's activities contained in
this Agreement are required for the Company's
reasonable protection. Employee agrees that if he
shall breach Paragraphs 7, 8 or 9 of this Agreement,
the Company will be entitled, if it so elects, to
institute and prosecute proceedings at law or in
equity to obtain damages with respect to such breach
or to enforce the specific performance of this
Agreement by Employee or to enjoin Employee from
engaging in any activity in violation hereof.
(c) Notwithstanding Paragraph 13 of this Agreement, the
parties hereto agree that any actions to enforce
Paragraphs 7, 8 or 9 of this Agreement shall be
brought before the Court of Common Pleas of Allegheny
County, and the parties hereto hereby consent to the
jurisdiction of such court. If any provision or
provisions of Paragraphs 7, 8 or 9 shall be deemed
invalid or unenforceable, either in whole or in part,
this Agreement shall be deemed amended to delete or
modify, as necessary, the offending provision or
provisions and to alter the bounds thereof in order
to render it valid and enforceable.
11. NOTICES.
For the purpose of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when
delivered or, unless otherwise specified, mailed by United
States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Employee: Xxxxxx X. Xxxxxxxxx
000 Xxx Xxxxx
Xxxxxxx, XX 00000
If to the Company: J&L Specialty Steel, Inc.
c/o Corporate Secretary
Xxx XXX Xxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
or to such other address as any party may have furnished to
the others in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.
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12. KEY MAN LIFE INSURANCE.
During the Initial Term and any extension of the Initial Term,
Employee agrees to be subject to physical examinations for the
purpose of determining his insurability for life insurance for
the benefit of the Company. Employee further agrees to execute
and deliver any documents that may be necessary for the
Company to obtain any such insurance on Employee.
Notwithstanding the foregoing provisions, Employee understands
and agrees that the Company shall have no obligation to
purchase or maintain any key man life insurance on Employee.
13. ARBITRATION.
Except as otherwise provided in Paragraph 10 hereof, any claim
or controversy arising out of or relating to this Agreement or
any breach thereof shall be settled by arbitration, in
accordance with the then current rules of the American
Arbitration Association before a panel of three arbitrators.
Any such arbitration shall take place in Pittsburgh, PA.
Judgment upon the written award rendered by a majority of the
arbitrators may be entered in the court having jurisdiction
thereof. The written decision of a majority of the arbitrators
shall be valid, binding and final, and shall be a condition
precedent to any legal action that any party may contemplate
against the other, except to compel arbitration pursuant
hereto.
14. VALIDITY.
The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
15. COUNTERPARTS.
This Agreement may be executed in one or more counterparts
each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
16. MODIFICATION.
This Agreement sets forth the entire agreement and
understanding of the parties concerning the subject matter
hereof and supersedes all prior agreements, arrangements and
understandings between the parties hereto. No representation,
promise, inducement or statement of intention has been made by
or on behalf of either party hereto that is not set forth in
this Agreement. This Agreement may not be amended or modified
except by written instrument executed by the parties hereto.
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17. BINDING EFFECT ON AND ASSIGNMENT BY EMPLOYEE.
The terms and provisions of this Agreement shall be binding on
and inure to the benefit of the Employee, his heirs at law,
legatees, distributees, executors, administrators and other
legal representatives. Neither this Agreement nor any of the
Employee's interests, rights or obligations hereunder shall be
assignable by the Employee.
18. ATTACHMENT.
Except as required by law, the right to receive payments under
this Agreement shall not be subject to anticipation, sale,
pledge, encumbrance, charge, levy, or similar process or
assignment, and any attempt to do so shall be null and void.
19. BINDING EFFECT ON AND ASSIGNMENT BY COMPANY.
The terms and provisions of this Agreement shall inure to the
benefit of and be binding upon the Company and any corporate
or other successor of the Company which shall acquire,
directly or indirectly, by merger, acquisition, consolidation,
purchase, or otherwise, all or substantially all of the equity
or assets of the Company. Nothing in the Agreement shall
preclude the Company from consolidating or merging into or
with or transferring all or substantially all of its equity or
assets to another person or entity. The Company may freely
assign this Agreement and any portion of its rights and
interests herein. In such event, such other person or entity
shall assume this Agreement and all obligations of the Company
hereunder. Upon such consolidation, merger, or transfer of
equity or assets and assumption, the term the "Company" as
used herein, shall mean such other person and this Agreement
shall continue in full force and effect.
20. WAIVERS.
Any waiver by a party of any breach of this Agreement by any
other party shall not be construed as a continuing waiver or
as a consent to any subsequent breach by any other party.
Except as otherwise expressly set forth herein, no failure on
the part of any party hereto to exercise and no delay in
exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise
of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right,
power or remedy.
21. HEADINGS.
The headings of the paragraphs of this Agreement have been
inserted for convenience of reference only and shall in no way
restrict or modify any of the terms or provisions hereof.
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22. GOVERNING LAW.
This Agreement shall be governed and construed and the legal
relationship of the parties determined in accordance with the
laws of applicable to contracts executed and to be performed
solely in Pennsylvania.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the
9th day of December, 1997.
EMPLOYEE J&L SPECIALTY STEEL, INC.
/s/ XXXXXX X. XXXXXXXXX By: /s/ XXX X. XXXXX
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Name: Xxxxxx X. Xxxxxxxxx Name: Xxx X. Xxxxx
Title: Chairman
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