EXHIBIT 10.24
February 19, 1999
Xx. Xxxxxx X. Xxxxxx, Xx.
00000 Xxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter constitutes an amendment of the agreement dated January 28,
1998 between you and Inland Steel Industries, Inc. (the "Company") relating to a
change in control of the Company (the "Agreement").
The sale of Inland Steel Company to Ispat International constituted a
"Change in Control" within the meaning of the Agreement. Under the terms of the
Agreement, you would become entitled to certain compensation in accordance with
Section 4 thereof if your employment were to be terminated within two years of
the Change in Control either by the Company other than for "Cause" or by you for
"Good Reason".
You and the Company have agreed that, upon any termination of your
employment with the Company after the date hereof, you shall be entitled to all
of the payments and benefits provided under the Agreement upon a termination for
"Good Reason," subject to the following:
(i) In lieu of the severance benefit to which you would otherwise be
entitled under subparagraph 4(iii)(B) of the Agreement, you shall be
entitled to a lump sum payment of $260,000.
(ii) You may elect at any time prior to your termination of employment
that, in lieu of the cash payment to which you would otherwise be
entitled under subparagraph 4(iii)(D) of the Agreement with respect
to stock options granted prior to such Change in Control, all or a
portion of such stock options shall continue to be exercisable in
accordance with their terms. For purposes of all of your outstanding
stock options, your termination of employment shall be treated as an
early retirement with consent of the Compensation Committee of the
Company's Board of Directors.
(iii) Your termination of employment shall be treated as a termination by
the Company without cause for purposes of crediting pension service
as if you were continuously employed by the Company from February
26, 1973 in accordance with your August 18, 1995 letter agreement
regarding your reemployment by the Company. The payment to which you
become entitled under paragraph 4(v) of the Agreement shall be
determined after application of such service. The Company
acknowledges that you are not entitled to a pension benefit if you
ceased to be a partner with Xxxxx, Xxxxx & Xxxxx as of the date
hereof and, accordingly, that your pension from the Company will not
be reduced by any pension which you might subsequently be entitled
to from Xxxxx, Xxxxx & Xxxxx if you continue as a partner in that
firm.
You acknowledge that the amount to which you will be entitled upon
termination of your employment under the Agreement as amended by this letter is
less than the amount to which you would be entitled under the Agreement if your
employment were involuntarily terminated by the Company immediately prior to the
date hereof, that the foregoing commitments of the Company constitute the sole
and adequate consideration therefor, and that the payments under the Agreement
as amended by this letter are in lieu of any other severance benefits payable to
or on your account by reason of your termination of employment with the Company.
You have agreed that for the two-year period commencing on the date of your
termination of employment, you will not be employed by or provide consulting or
other services to any of A.M. Castle & Co., Xxxxxxxx Industries, Incorporated,
Huntco Inc., Olympic Steel, Inc., Reliance Steel & Aluminum Co. or Steel
Technologies Inc., or to any successor thereto. Such restriction shall not
restrict the services which a law firm with which you are affiliated provides to
any such entity provided that you do not participate in the provision of such
services. In consideration for your agreement to refrain from providing such
services, the Company has agreed to pay you $400,000 no later than April 1,
1999. You agree that money damages would not be adequate to compensate the
Company should you breach the foregoing agreement, and you agree, therefore,
that the Company shall be entitled to enjoin you from providing any such
services in the event of any actual or threatened breach by you.
Except as modified above, all other provisions of this Agreement shall
continue in full force and effect. If the foregoing properly reflects our
understanding, please sign the enclosed copy of this letter and return it to my
attention.
Very truly yours,
/s/ Xxxxx X. Avril
Xxxxx X. Avril
Vice President Finance and
Chief Financial Officer
Agreed to this 19th day of
February, 1999
/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
