Exhibit 10.12(i)
AGREEMENT
This Agreement is entered into effective as of February 15, 2006 (the
"EFFECTIVE DATE"), by and between Xxxxxxx X. XxXxxxxxxx, currently residing at
000 Xxxxxxxxxxx Xxxxxx, XxXxxx Xxxxx, Xxxxxxxxxxxx 00000 (the "EXECUTIVE"), and
Wheeling-Pittsburgh Steel Corporation, a Delaware corporation
("WHEELING-PITTSBURGH" or the "Company") and a wholly-owned subsidiary of
Wheeling-Pittsburgh Corporation (the "PARENT").
In consideration of the covenants and conditions herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged by each
party, and intending to be legally bound, the parties hereby agree as follows:
1. Definitions.
For purposes of this Agreement:
(a) "CAUSE" means the Executive has:
(i) been convicted of, or has pled guilty or nolo contendere to, or
been indicted for any felony, or any misdemeanor involving moral turpitude under
the laws of the United States or any state or political subdivisions thereof;
(ii) committed a breach of duty of loyalty that is detrimental to the
Company;
(iii) materially violated any provision of Section 4 of this
Agreement; or
(v) acted with gross negligence or willful misconduct in the
performance of the Executive's duties. No act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the Company.
(b) "CHANGE OF CONTROL" means the occurrence of any of the following:
(i) a merger or consolidation of Parent or Wheeling-Pittsburgh with or
into another person or the sale, transfer, or other disposition of all or
substantially all of the Parent's or Wheeling-Pittsburgh's assets to one or more
other persons in a single transaction or series of related transactions, unless
securities possessing more than 50% of the total combined voting power of the
survivor's or acquirer's outstanding securities (or the securities of any parent
thereof) are held by a person or persons who
held securities possessing more than 50% of the total combined voting power of
Parent immediately prior to that transaction;
(ii) any person or group of persons (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from
time to time), other than the Parent, Wheeling-Pittsburgh or an affiliate,
directly or indirectly acquires beneficial ownership (determined pursuant to
Securities and Exchange Commission Rule 13d-3 promulgated under the said
Exchange Act) of securities possessing more than 50% of the total combined
voting power of the Parent's outstanding securities pursuant to a tender or
exchange offer made directly to the Parent's stockholders; or
(iii) over a period of 36 consecutive months or less, there is a
change in the composition of the Board of Directors of the Parent such that a
majority of the members of the Board of Directors of the Parent (rounded up to
the next whole number, if a fraction) ceases, to be composed of individuals who
either (A) have been members of the Board of Directors of the Parent
continuously since the beginning of that period, or (B) have been elected or
nominated for election as members of the Board of Directors of the Parent during
such period by at least a majority of the members of the Board of Directors of
the Parent described in the preceding clause (A) who were still in office at the
time that election or nomination was approved by the Board of Directors of the
Parent, provided, however, that a Change of Control shall be deemed to have
occurred in any event if, by reason of one or more actual or threatened proxy
contests for the election of directors or otherwise, a majority of the Board
shall consist of individuals, other than directors referred to in clause (1)
above, whose election as members of the Board occur within such 36-month period
at the request or on behalf of the same person or group of persons (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
and in effect from time to time).
2. Term.
The term of this Agreement shall commence on the Effective Date and shall
continue in effect until August 31, 2006. However, in the event a Change of
Control occurs during the term, this Agreement will remain in effect for the
longer of: (a) seven (7) months beyond the month in which such Change of Control
occurred; or (b) until all obligations of Wheeling-Pittsburgh hereunder have
been fulfilled, and until all benefits required hereunder have been paid to the
Executive or other party entitled thereto. The term of this Agreement may be
extended by written agreement of the parties.
3. Termination of Employment Following Change of Control.
(a) By Wheeling-Pittsburgh other than for Cause. In the event
Wheeling-Pittsburgh terminates the Executive's employment other than for Cause
within seven (7) months following a Change of Control, the Executive (or in the
event of his death following termination, his estate) shall be entitled to
receive the following:
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(i) Severance Payment. The Executive shall receive an amount equal to
two (2) times his annual Salary at the highest annualized rate in effect during
the one year immediately preceding the date of the Change of Control, payable in
a single lump sum within thirty (30) days of termination;
(ii) Health Care Continuation. If at his termination of employment by
Wheeling-Pittsburgh without Cause the Executive is eligible for and timely
elects continued health coverage under Sections 601-607 of ERISA ("COBRA
CONTINUATION") then, for the period of such COBRA Continuation (or for eighteen
(18) months, if less), Wheeling-Pittsburgh shall also pay that share of the
premium cost of Executive's COBRA Continuation (and that of his eligible
dependents also electing COBRA Continuation) in Wheeling-Pittsburgh's group
health plan as it pays for active employees of Wheeling-Pittsburgh and their
dependents generally; and
(iii) Pro Rata Bonus. The Executive shall be entitled to a pro rata
bonus in an amount determined under the terms of the applicable Company bonus
plan, payable at the same time as executive bonuses are paid generally under the
applicable Company bonus plan, but in no event later than March 31 of the year
following the year in which the termination occurs.
Anything in this Agreement to the contrary notwithstanding, if the Executive's
employment with the Company is terminated other than for Cause prior to the date
on which a Change of Control occurs, and it is reasonably demonstrated that such
termination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with or anticipation of a Change in Control then for all purposes of
this Agreement the date of the Change in Control shall mean the date immediately
prior to the date of such termination.
(b) By The Executive. In the event the Executive gives termination notice
within the period of thirty (30) days beginning six (6) months immediately
following a Change of Control, regardless of whether the Executive has Good
Reason (as defined in the current employment agreements of the Company's other
senior executives) to terminate his employment, he shall receive the identical
benefits as if the termination had occurred under Section 3(a) above. In the
event that at any time within seven (7) months following a Change of Control the
Executive gives termination notice for and within sixty (60) days of having Good
Reason, he shall receive the identical benefits as if the termination had
occurred under Section 3(a) above. Anything in this Agreement to the contrary
notwithstanding, if the circumstances constituting Good Reason occur prior to
the date on which a Change of Control occurs, and it is reasonably demonstrated
that such circumstances (i) occurred at the request of a third party who has
taken steps reasonably calculated to effect a Change in Control or (ii)
otherwise arose in connection with or anticipation of a Change in Control then
for all purposes of this Agreement the date of the Change in Control shall mean
the date immediately prior to the occurrence of such circumstances.
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(c) Termination for any other Reason. If the Executive's employment with
Wheeling-Pittsburgh is terminated under any circumstances other than those set
forth in Sections 3(a) or (b), including without limitation by reason of
retirement, death, disability, discharge for Cause or resignation, or any
termination for any reason that occurs prior to a Change of Control or after one
year following a Change of Control, the Executive shall have no right to receive
any payments or benefits under this Agreement. In such event Executive's
benefits, if any, in respect of such termination shall be determined in
accordance with applicable law and with Wheeling-Pittsburgh's retirement,
survivor's benefits, insurance, and other applicable plans, programs, policies
and practices then in effect.
(d) Cessation of Authority on Termination. Immediately upon the Executive
terminating or being terminated from his position with Wheeling-Pittsburgh for
any reason or no reason, the Executive will stop serving the functions of the
terminated or expired position or any other positions with any affiliate, and
shall be without any of the authority of or responsible for any such position.
(e) No Obligation to Mitigate. Executive shall not be required to seek
other employment or income to reduce any amounts payable to the Executive by
Wheeling-Pittsburgh under this Section. Further, the amount of any payment or
benefit provided for by this Section shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer,
retirement benefits, by offset against any amount claimed to be owed by the
Executive to Wheeling-Pittsburgh, or otherwise.
(f) Release of Claims. Notwithstanding the foregoing, the Executive shall
not be entitled to any additional amounts under this Section unless within
twenty-one (21) days following his termination he shall have executed and
delivered to Wheeling-Pittsburgh a general release of claims in the form
attached hereto as Exhibit A.
(g) Parachute Payment Taxes. Notwithstanding any other provisions of this
Agreement, in the event that any payment or benefit under this Agreement or any
other agreement or arrangement of Wheeling-Pittsburgh received or to be received
by the Executive in connection with a Change of Control or the termination of
the Executive's employment (all such payments and benefits, the "TOTAL
PAYMENTS") is determined to be subject (in whole or part) to the tax imposed by
Section 4999 of the Internal Revenue Code (the "EXCISE TAX"), then the Executive
shall be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an
amount such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including without
limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount equal to the Total Payments. All determinations
required to be made under this Section 3(g), including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
Wheeling-Pittsburgh's accountants or such other certified public accounting firm
reasonably acceptable to Wheeling-Pittsburgh as may be designated by the
Executive
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which shall provide detailed supporting calculations both to Wheeling-Pittsburgh
and the Executive.
4. Provisions Relating to Executive Conduct and Termination of Employment.
(a) Confidentiality. The Executive recognizes and acknowledges that certain
assets of the Company constitute Confidential Information. The term
"CONFIDENTIAL INFORMATION" as used in this Agreement shall mean all information
which is known only to the Executive or the Company, other employees or others
in a confidential relationship with the Company and any persons controlling,
controlled by or under common control with the Company (each, an "AFFILIATE")
and their respective employees, officers and partners), and relating to the
Company or any Affiliate's business (including, without limitation, information
regarding clients, customers, pricing policies, methods of operation,
proprietary computer programs, sales, products, profits, costs, markets, key
personnel, formulae, product applications, technical processes, and trade
secrets), as such information may exist from time to time, which the Executive
acquired or obtained by virtue of work performed for the Company, or which the
Executive may acquire or may have acquired knowledge of during the performance
of said work. The Executive agrees that at all times during his employment and
thereafter (including periods after the term of this Agreement), he will keep
and maintain all Confidential Information and all of the affairs of the Company
and their Affiliates confidential, and will not, except (i) as necessary for the
performance of his responsibilities hereunder or (ii) as required by judicial
process and after three days prior notice to the Company unless required earlier
by a court order or a legal requirement, disclose to any person for any reason
or purpose whatsoever, directly or indirectly, all or any part of the
Confidential Information of the Company and their affiliates. The Executive is
not bound by the restrictions in this paragraph with respect to any information
that becomes public other than as a consequence of the breach by the Executive
of his confidentiality obligations hereunder or is disclosed without an
obligation of confidentiality. The Executive can disclose all information to his
personal advisors subject to becoming liable for any violation by them of
Executive's confidentiality obligations.
(b) Return of Materials. The Executive agrees that on the termination of
his employment, however such termination may occur, the Executive will promptly
return to the Company all materials and other property from time to time held by
the Executive and proprietary to the Companies including without limitation any
documents incorporating, reflecting or reproducing in whole or in part any
Confidential Information, credit cards, and the like.
(c) Non-Solicitation and Non-Compete. The Executive agrees that:
(i) during the term hereof, he will not, directly or indirectly,
either as a principal, agent, employee, employer, stockholder, co-partner or in
any other capacity whatsoever, engage in any outside activity, whether or not
competitive with the businesses of the Company, that could foreseeably give rise
to a conflict of interest or otherwise interfere with his duties and obligations
to the Companies;
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(ii) during the term hereof and for twenty-four (24) months after the
termination of his employment for any reason, he will not, directly or
indirectly, either as a principal, agent, employee, employer, stockholder,
co-partner or in any other capacity whatsoever, solicit, hire or attempt to
hire, or assist others in soliciting, hiring or attempting to hire, any
individual employed by the Company at any time while the Executive was also so
employed, or encourage any such individual to terminate his or her relationship
with the Company; and
(iii) during the term, he will not, directly or indirectly, either as
a principal, agent, employee, employer, stockholder, co-partner or in any other
capacity whatsoever, directly or indirectly, solicit or assist others in
soliciting, for the purpose of selling products competitive with those of the
Company, the business of any person or entity which is or was a customer of the
Company or had been contacted for the purpose of becoming a customer of the
Company by the Executive or other employees of the Company under his supervision
or control.
(d) Reasonableness of Restrictions. The restrictions against activities set
forth in subsection (c) above are considered by the parties to be reasonable for
the purposes of protecting the businesses of the Company. If any restriction is
found by a court of competent jurisdiction to be unenforceable because it
extends for too long a period of time, over too broad a range of activities or
in too large a geographic area, that restriction shall be interpreted to extend
only over the maximum period of time, range of activities or geographic area as
to which it may be enforceable.
(e) Noninterference. In the event of any dispute under this Agreement or
otherwise relating to the Executive's relationship with, the Company, any
Affiliate of the Company, or their respective principals or management, whether
or not during the term of this Agreement, the Executive agrees not to bring any
legal proceeding or take any legal action to seek to enjoin or otherwise impede
the purchase, sale, financing, refinancing, development, establishment or
operation of any business venture or entity in which any of such persons or
entities has any interest.
5. Miscellaneous.
(a) Freedom to Contract. The Executive represents that he is free to enter
into this Agreement and carry out his obligations hereunder without any conflict
with any prior agreements, and that he has not made and will not make any
agreement in conflict with this Agreement.
(b) Entire Agreement. This Agreement represents the entire and only
understanding between the parties on the subject matter hereof and supersedes
any other agreements or understandings between them on such subject matter,
including but not limited to the letter to you from the Company dated January
16, 2004.
(c) Specific Enforcement. The parties acknowledge and agree that the
Executive's breach of the provisions of Sections 4 or 5 of this Agreement may
cause
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irreparable harm to the Company, that the remedy of damages will not be adequate
for the enforcement of such provisions, and that such provisions may be enforced
by equitable relief, including injunctive relief, which relief shall be
cumulative and in addition to any other relief to which the Company may be
entitled.
(d) Binding Effect, Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the heirs, executors, administrators,
successors and assigns of the respective parties. Without the express written
consent of the other party, neither the Company nor the Executive may assign any
duties or right or interest hereunder or right to receive any money hereunder
and any such assignment shall be void; provided, however, that without the
Executive's consent the Company may assign its rights and obligations hereunder
in their entirety to any successor to all or substantially all of its business,
whether effected by merger or otherwise. The preceding sentence, however, shall
not prevent the transfer of any right or interest to receive any money hereunder
by the Executive by way of testamentary disposition or intestate succession. The
Company shall require any successor or assign (whether direct or indirect, by
purchase, merger, reorganization, consolidation, acquisition or property or
stock, liquidation or otherwise) to all or a significant portion of the assets
of the Company, by agreement in form and substance satisfactory to the
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place. Regardless of whether such agreement is
executed by a successor, this Agreement shall continue to be binding upon the
Company and any successor and assign.
(e) Severability. In the event any provision of this Agreement shall be
determined in any circumstances to be invalid or unenforceable, such
determination shall not affect or impair any other provision of this Agreement
or the enforcement of such provision in other appropriate circumstances.
(f) Notices. All notices and other communications hereunder shall be in
writing or by written telecommunication, and shall be deemed to have been duly
given if delivered personally or if sent by overnight courier or by certified
mail, return receipt requested, postage prepaid or sent by written
telecommunication or telecopy, to the relevant address set forth below, or to
such other address as the recipient of such notice or communication shall have
specified to the other party hereto in accordance with this Section 5(f):
If to the Company, to:
Wheeling-Pittsburgh Steel Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx XX 00000
Telecopy: 000-000-0000
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If to the Executive, at his last residence shown on the records of the Company.
Any such notice shall be deemed to have been received (i) if delivered
personally, when received, (ii) if sent by overnight courier, when sent, (iii)
if mailed, two (2) days after being mailed as described above and (iv) in the
case of facsimile transmission, when confirmed by facsimile machine report.
(g) Arbitration of Claims. The parties hereto agree that except as provided
in Section 4(c) above any dispute hereunder, or otherwise relating to the
Executive's relationship with Wheeling-Pittsburgh, whether or not arising during
the term of this Agreement, shall be resolved by submission to final and binding
arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed
under the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then existing, and judgment on any arbitration
award may be entered in any court of competent jurisdiction. Any cause of action
or matter in dispute is hereby waived unless the complaining party initiates
arbitration proceedings within one (1) year from the later of the accrual of the
cause of action or the date on which the cause of action should reasonably have
been discovered. The Executive and Wheeling-Pittsburgh agree any such arbitrator
shall not be empowered to amend or modify this Agreement or any other relevant
agreement in any respect and further agree that the arbitrator shall not have
the jurisdiction to award punitive damages and shall be without the authority to
award relief other than monetary damages. Executive and Wheeling-Pittsburgh
understand and agree that Wheeling-Pittsburgh shall bear the arbitrator's fee
and any other type of expense or cost that Executive would not be required to
bear if Executive were free to bring the dispute or claim in court as well as
any other expense or cost that is unique to arbitration. Except as provided in
Section 5(i) below, Executive and Wheeling-Pittsburgh shall each pay their own
attorneys' fees incurred in connection with an arbitration, and the arbitrator
will not have authority to award attorneys' fees unless a statute or contract at
issue in the dispute authorizes the award of attorneys' fees to the prevailing
party, in which case the arbitrator shall have the authority to make an award of
attorneys' fees as required or permitted by applicable law. If there is a
dispute as to whether Executive or Wheeling-Pittsburgh is the prevailing party,
the arbitrator will decide this issue. Any cause of action or matter in dispute
is hereby waived unless the complaining party initiates arbitration proceedings
within one (1) year from the later of the accrual of the cause of action or the
date on which the cause of action should reasonably have been discovered.
(h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL
RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING
THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE'S
RELATIONSHIP WITH WHEELING-PITTSBURGH OR ANY AFFILIATE TRIED BEFORE OR
DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.
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(i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel or incur other costs and
expenses in connection with the enforcement of any or all of his rights under
Agreement, and provided that the Executive substantially prevails in the
enforcement of such rights, the Company shall pay (or the Executive shall be
entitled to recover from the Company, as the case may be) the Executive's
reasonable attorneys' fees and costs and expenses in connection with the
enforcement of his rights, including the enforcement of any arbitration award,
up to $50,000 in the aggregate.
(j) Amendment. This Agreement may be modified only by an instrument in
writing executed by the parties hereto.
(k) Interpretative Matters; Counterparts. The headings of sections of this
Agreement are for convenience of reference only and shall not affect its meaning
or construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party. No delay or omission by
either party hereto in exercising any right, power or privilege hereunder shall
impair such right, power or privilege, nor shall any single or partial exercise
of any such right, power or privilege preclude any further exercise thereof or
the exercise of any other right, power or privilege. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. In
making proof of this Agreement it shall not be necessary to produce or account
for more than one such counterpart.
(l) Governing Law. This Agreement is to be governed and construed according
to the internal substantive laws of the Commonwealth of Pennsylvania.
(m) Conflicts. To the extent that this Agreement conflicts with any
provision, in any handbook, policy manual, rule or regulation, the provisions of
this Agreement shall take precedent.
(n) Consultation with Counsel. The Executive acknowledges that he has had a
full and complete opportunity to consult with counsel or other advisers of his
own choosing concerning the terms, enforceability and implications of this
Agreement, and that Wheeling-Pittsburgh has not made any representations or
warranties to the Executive concerning the terms, enforceability and
implications of this Agreement other than as are reflected in this Agreement.
(o) Withholding. Any payments provided for in this Agreement shall be paid
net of any applicable tax withholding required under federal, state or local
law.
(p) Employment Status. Notwithstanding any provision of this Agreement to
the contrary, the Executive shall be an at will employee of Wheeling-Pittsburgh
and neither this Agreement nor any provision hereof shall be deemed to create or
center
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upon the Executive any right to be retained in the employ of Wheeling-Pittsburgh
or any subsidiary or other affiliate thereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
and year first above written.
WHEELING-PITTSBURGH STEEL CORPORATION
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
EXECUTIVE
/s/ Xxxxxxx X. XxXxxxxxxx
----------------------------------------
Xxxxxxx X. XxXxxxxxxx
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EXHIBIT A
RELEASE OF CLAIMS
In exchange for the severance pay and other benefits set forth in my agreement
with Wheeling-Pittsburgh Steel Corporation ("WHEELING-PITTSBURGH") dated
February 15, 2006 (as amended through the date hereof, the "Agreement"), I
forever give up, waive and release any and all claims, charges, complaints,
grievances or promises of any and every kind I may have up to the date of this
Release against Wheeling-Pittsburgh, its parent, Wheeling-Pittsburgh
Corporation, and its shareholders and other affiliates (including, without
limitation, Ohio Coatings Company) and its and their respective directors,
officers and employees, and related persons, including, without limitation, my
rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil
Rights Act of 1991, the Employee Retirement Income Security Act ("ERISA"), the
Equal Pay Act, the Americans with Disabilities Act ("ADA"), the Age
Discrimination in Employment Act ("ADEA") and other federal and state statutes
prohibiting discrimination on the basis of age, sex, race, color, handicap,
religion and national origin and any common law claims, including without
limitation, claims for defamation, intentional infliction of emotional distress,
intentional interference with contract, negligent infliction of emotional
distress, personal injury, breach of contract, unpaid wages or compensation, or
claims for unreimbursed expenses. This release shall not extend to any claim to
amounts due me in accordance with the terms of the Agreement after termination
of my employment, under applicable law, or under Wheeling-Pittsburgh's or its
parent's articles of organization or bylaws for having served as a director,
officer or employee of Wheeling-Pittsburgh, its parent or any affiliate.
I acknowledge that I have been advised of my right to consult an attorney before
I sign this Release and that I have twenty-one (21) days to consider whether to
sign this Release. If the Release is not received by Wheeling-Pittsburgh at the
end of the twenty-one (21) day period, it will be considered expired and
withdrawn and Wheeling-Pittsburgh's severance obligations under the Agreement
void. If I execute this Release prior to the end of the twenty-one (21) day
period that has been provided for me to consider it, I agree and acknowledge
that the prior execution was a knowing and voluntary waiver of my right to
consider this Release for a full twenty-one (21) days, and was due to my
conclusion that I had ample time in which to consider and understand this
Release, and in which to review this Release with my counsel.
Nothing in this Release shall be construed to affect the Equal Employment
Opportunity Commission's ("COMMISSION") independent right and responsibility to
enforce the law. I understand, however, that, while this Release does not affect
my right to file a charge or participate in an investigation or proceeding
conducted by the Commission, it does bar any claim I might have to receive
monetary damages in connection with any Commission proceeding concerning matters
covered by this Release.
I understand I have the right to revoke this Release within seven (7) days of
signing it. I understand that to revoke this Release, I must provide notice to
Wheeling-Pittsburgh in writing in accordance with the notice procedures set
forth in the Agreement.
/s/ Xxxxxxx X. XxXxxxxxxx
----------------------------------------
Xxxxxxx X. XxXxxxxxxx
Dated: February 15, 2006
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