EXHIBIT 10.12
AMENDMENT TO
EMPLOYMENT CONTRACT
AMONG:
TIMET XXXXXX X.X., a Societe Anonyme with offices at 62 Avenue Xxxx Xxxxx, 73400
Ugine, France (hereinafter referred to as the "Company"), represented by
Xxxx-Xxxx Xxxxxx, President and Directeur General of the Company, and
TITANIUM METALS CORPORATION, a Delaware (USA) corporation, with offices at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx, XXX 00000 (hereafter referred to as
"TIMET"), represented by J. Xxxxxx Xxxxxx, Chairman, President and Chief
Executive Officer of TIMET,
On the one hand,
AND
XX. XXXXXXXXX X.X. XXXXXXXX, of French nationality, residing at 0 xxx x'Xxxxxxx,
00000 Xxxxx, Xxxxxx (hereinafter referred to as "Xx. Xxxxxxxx"),
On the other hand.
PREAMBLE
A. Xx. Xxxxxxxx was originally employed by TIMET France SARL, a wholly owned
subsidiary of TIMET, on September 26, 1988.
B. As of 1 January 1997, TIMET France SARL was merged into the Company and the
employees of TIMET France SARL were transferred to the Company pursuant to
Article 122.12 of the French Labor Code. The Company is a 70% owned subsidiary
of TIMET.
C. Since 1997, Xx. Xxxxxxxx has served in various capacities in the Company and
has been seconded by the Company to other positions within TIMET in the U.K. and
the U.S.
D. In connection with a reorganization, the Company and TIMET have offered and
Xx. Xxxxxxxx has agreed to a modification of his prior responsibilities. The new
terms and conditions of his employment are set forth in this Amendment. The
Parties agree that the original contract between Xx. Xxxxxxxx and TIMET France
SARL dated 26 September 1988 and all the subsequent amendments to that 1988
Employment Contract as well as any amendments and restatements of that 1988
Employment Contract are together regarded as a continuing contractual obligation
under French law.
1) Appointment and Term of Mission
a) Xx. Xxxxxxxx is seconded to TIMET as the Director of European
Operations as and from 1 January 2003.
b) In his capacity of Director of European Operations, Xx. Xxxxxxxx will
be subordinate to and report to Xx. X. Xxxxxx Xxxxxx, TIMET's
Chairman, President and Chief Executive Officer (or any person who
succeeds or replaces Xx. Xxxxxx in such position or to any other
person designated by Xx. Xxxxxx). Notwithstanding his mission with
TIMET, he shall continue to be considered an employee of the Company,
which alone shall be entitled to modify or terminate this employment
contract. Xx. Xxxxxxxx'x performance of his mission and duties shall
also be performed under the terms and requirements of TIMET's Grant of
Authority as adopted from time to time by TIMET's board of directors.
Xx. Xxxxxxxx understands and accepts his duties and responsibilities
and the limits of the authority granted to him and will strictly
adhere to such limitations.
c) Under the directives of TIMET's Chairman, President and Chief
Executive Officer and subject to the applicable terms and requirements
of TIMET's Grant of Authority, Xx. Xxxxxxxx'x current mission and
duties shall include, among other things, the management in all
respects of TIMET UK and its subsidiaries, TIMET Xxxxxx, Loterios,
TIMET Germany and ValTimet, or any other U.K. or European subsidiaries
or affiliates that may exist from time to time, including
responsibility for manufacturing, commercial, quality, technical,
financial, and human resources matters; the management oversight of
all production facilities; the management and development of employees
and managers; the determination and recommendation for approval of
organizational structures; the preparation and recommendation for
approval of annual operating plans; and such other duties as shall be
required from time to time by Xx. Xxxxxx.
d) Nothing contained in this amendment shall constitute a guarantee of
employment for any period of time.
2) Social Security and Other French Plans
For the duration of his mission, Xx. Xxxxxxxx will continue to be
affiliated to the French Social Security and any other French plans offered
by the Company to employees of a similar level and/or position. Moreover,
the Company will continue to maintain its affiliation to the French
unemployment, retirement, pension plan, complementary retirement plans and
other social benefits subscribed to by the Company for employees of a
similar level and/or position.
3) Compensation
a) Commencing July 13, 2003, Xx. Xxxxxxxx shall receive an annual gross
salary of 236,250(euro)(euros) payable in euros through the Company's
payroll system.
- 2 -
b) Xx. Xxxxxxxx will participate in TIMET's U.S. profit sharing program
(as it exists from time-to-time) at the Executive level. Under this
program currently, annual profit sharing payments are based upon
corporate-wide return on equity and individual performance, and
calculated as a percentage of base compensation.
c) Nothing herein shall affect TIMET's right to modify or discontinue
such program at any time or from time to time, or to move Xx. Xxxxxxxx
to a different profit sharing program, provided that he will be
eligible to receive the same level of benefit under any such program
as other employees of a similar level and/or position. It is further
understood and agreed that no amounts paid to Xx. Xxxxxxxx with
respect to relocation reimbursements and allowances, travel
allowances, legal or other fee reimbursement shall be considered as
compensation under Article 2 or Article 3(a) or (b) above for purposes
of calculating any bonus, pension or similar payments to which Xx.
Xxxxxxxx is or may become entitled.
d) Xx. Xxxxxxxx will be ineligible to participate in the TIMET retirement
savings plan due to his participation in the French retirement program
through the Company.
e) Subject to the terms and conditions of TIMET's Executive Severance
Policy, as amended and restated effective May 17, 2000 and as may be
subsequently amended from time to time, in the event that Xx. Xxxxxxxx
is terminated without "cause" or if he resigns for "good reason" as
such terms are defined in TIMET's Executive Severance Policy, the
salary continuation benefit that will be payable to Xx. Xxxxxxxx will
be 262,500 (euro) (euros) or the equivalent of one year's annual gross
base salary, if such amount is then greater, plus any bonus earned for
the year of termination, prorated for the date of termination.
4) Other Benefits
Xx. Xxxxxxxx shall be entitled to participate in any automobile scheme for
European executives in effect from time to time on the same basis as other
European executives.
5) Engagement/Confidentiality
Xx. Xxxxxxxx shall devote all of his work time to the service of the
Company or TIMET, and shall refrain from engaging in any other professional
activity, whether or not competing. During the entire period of this
contract and after its expiration, Xx. Xxxxxxxx agrees to consider as
confidential and not to reveal any technical, financial or commercial
information with respect to the Company and TIMET.
6) Termination
This contract is of indefinite duration. Each of the parties may terminate
this contract by giving six (6) months' prior notice except that in the
event of serious misconduct, Xx. Xxxxxxxx may be terminated by the Company
without prior notice.
- 3 -
7) Jurisdiction
Any dispute to which the foregoing terms may give rise shall be determined
by the courts of the location of the Company's head office, which shall
have sole jurisdiction. With respect to any questions which are not
addressed by the present contract, the parties agree to comply with the
terms of the applicable collective bargaining agreement (Convention
Collective Nationale de la Metallurgie, Ingenieurs et Cadres).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
November 25, 2003.
\s\ Christian X.X. Xxxxxxxx
-----------------------------
Christian X.X. Xxxxxxxx
By: \s\ Xxxx Xxxx Xxxxxx
-----------------------------
Xxxx Xxxx Xxxxxx
President & Directeur General
TIMET XXXXXX
By: \s\ J. Xxxxxx Xxxxxx
-----------------------------
J. Xxxxxx Xxxxxx
Chairman, President and Chief
Executive Officer
TITANIUM METALS CORPORATION
- 4 -
