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Exhibit 10(g)
April 16, 1999
Xx. Xxxx X. Xxxx
000 Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Dear Xxxx:
This letter agreement sets forth the terms and conditions of your
separation from employment with Cold Metal Products, Inc. (the "Company"). We
agree as follows:
1. RESIGNATION DATE. Your resignation as an officer of the Company and
all of its related corporations will be effective on April 9, 1999. The fifteen
month period beginning on the resignation date and ending on July 31, 2000 is
referred to herein as the "post-resignation period". The period between April 9,
1999 and April 30, 1999 will be treated as paid vacation.
2. OBLIGATIONS OF THE COMPANY. In consideration of the agreements,
releases and representations made by you in this Agreement:
(a) You will receive severance payments in the aggregate amount of
$220,000 in approximately equal monthly installments over the post-resignation
period, less lawful withholdings, which includes compensation for vacation
accrued but unused as of the resignation date.
(b) During the post-resignation period, you will continue to
participate in those employee benefit plans and fringe benefit arrangements
identified in Schedule A, subject to the Company's right to modify, amend or
terminate any such plan or arrangement. COBRA continuation coverage under the
Company's group health plan identified in Schedule A will be available at the
end of post-resignation period in accordance with applicable law. You may
continue to participate in the Cold Metal Products, Inc. Thrift Plan during the
post-resignation period.
(c) You will receive all amounts credited to your account under the
Company's Special Incentive Compensation Plan, including investment earnings, as
if you had "Retired", within the meaning of such plan, on the resignation date.
Payment will be made to you within thirty (30) days after the date of this
Agreement.
(d) Within thirty (30) days after this Agreement becomes effective, the
Company will pay an allowance of $20,000 for financial services and legal fees
relating to this Agreement.
(e) Your resignation on the resignation date will be considered a
"Normal Termination" for purposes of the Company's 1994 Incentive Program, so
that your currently exercisable options to purchase 15,000 shares of Company
stock will not expire until five (5) years after the resignation date.
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(f) You may purchase your Dell computer, "AS IS", for $500 cash at any
time within thirty (30) days after the date of this Agreement, payment to be
made by personal check.
(g) The Company will transfer title to your Company vehicle to you,
within thirty (30) days after the date of this Agreement.
(h) Within thirty (30) days after this Agreement becomes effective, the
Company will pay you severance in the amount of $500.00, less lawful
withholdings.
3. YOUR OBLIGATIONS: GENERAL RELEASE.
(a) In consideration of your receipt of the payments and benefits
described in paragraph 2 above:
(i) You release and agree not to xxx the Company, Aarque
Securities Corporation or any of their affiliates, or any of the
officers, agents or employees thereof, with respect to any claim,
whether known or unknown, which you have, or may have, related to your
employment with the Company, or termination of such employment (the
"Claims"), including all Claims of unlawful discrimination on account
of sex, race, age, disability, veteran's status, national origin or
religion; all Claims based upon any federal, state or local equal
employment opportunity law, including the Civil Rights Act of 1964, as
amended, the Age Discrimination in Employment Act, as amended by the
Older Workers Benefit Protection Act, the Americans With Disabilities
Act of 1990, the Civil Rights Act of 1991, all Claims for violations of
the Employee Retirement Income Security Act of 1974; all Claims for
violation of any agreement or representation, express or implied, made
prior to or simultaneously with this Agreement; and all Claims based
upon wrongful termination of employment and similar or related Claims.
(ii) You will not at any time disclose any Confidential
Information in whole or in part to any person, firm or corporation for
any reason or purpose whatsoever, or use such information in any way or
in any capacity. The Term "Confidential Information" shall mean secret
or confidential information relating to the Company, its affiliates and
customers or their affiliates, which conveys a competitive advantage to
the Company or any such customer, client or affiliate, and which was
disclosed to or known by you as a consequence of or through your
employment with the Company (including information conceived,
originated, discovered or developed by you), which information is not
public knowledge or otherwise generally known in the relevant trade or
industry.
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April 16, 1999
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(b) It is agreed that the general release set forth in this paragraph
3: (i) does not release the Company of its obligations under this Agreement; and
(ii) shall not adversely affect such benefits, if any, to which you may be
entitled under the Pension Plan for Salaried Non-Bargaining Employees of Cold
Metal Products, Inc. (the "Pension Plan"), the Cold Metal Products, Inc. Thrift
Plan (the "Thrift Plan"), the Cold Metal Products, Inc. Special Incentive
Compensation Plan, and other fringe benefit plans maintained by the Company as
of the date hereof, as such plans may be amended from time to time, to the
extent that you qualify for benefits thereunder in accordance with the terms of
such plans.
4. ACKNOWLEDGMENTS. By signing this Agreement, you expressly
acknowledge and agree that:
(a) You have read and fully understand the terms of this Agreement.
(b) YOU UNDERSTAND THAT THIS AGREEMENT CONSTITUTES A FULL, FINAL AND
BINDING SETTLEMENT OF ALL MATTERS COVERED BY THIS AGREEMENT AND THAT THIS
AGREEMENT CONSTITUTES A RELEASE OF ALL CLAIMS, KNOWN AND UNKNOWN, WHICH RELATE
TO YOUR EMPLOYMENT OR SEPARATION FROM EMPLOYMENT INCLUDING, WITHOUT LIMITATION,
CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT;
(c) You understand that this Agreement does not waive any rights or
claims arising after this Agreement goes into effect;
(d) The payments and benefits described above are significantly more
valuable than any payments or benefits you would be entitled to receive under
the Company's normal termination policies;
(e) You have had the opportunity to consult with an attorney, prior to
signing this Agreement;
(f) YOU HAVE HAD ADEQUATE OPPORTUNITY TO REQUEST AND HAVE RECEIVED ALL
INFORMATION YOU NEED TO UNDERSTAND THIS AGREEMENT AND HAVE BEEN OFFERED
SUFFICIENT TIME, THAT IS, AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER WHETHER TO
SIGN THIS AGREEMENT;
(g) YOU HAVE KNOWINGLY AND VOLUNTARILY ENTERED THIS AGREEMENT WITHOUT
ANY DURESS, COERCION OR UNDUE INFLUENCE BY ANYONE.
5. MISCELLANEOUS.
(a) You and the Company agree that this Agreement contains the complete
agreement between you and the Company and that there are no other agreements or
representations relating in any way to the subject matter of this Agreement.
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(b) This Agreement will become effective on the 7th day after you sign
it. During the seven (7) days after you sign this Agreement, you may revoke it
by giving written notice to the Company, in which event this Agreement will not
go into effect.
If you agree with the foregoing, please indicate by signing below.
COLD METAL PRODUCTS, INC.
BY:/S/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO IN FULL:
/S/ XXXX X. XXXX
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Xxxx X. Xxxx
Date: May 25, 1999
