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Exhibit 10.A
ASSUMPTION AND AMENDMENT AGREEMENT
This assumption and amendment agreement made and entered into as of
July 24, 1996 by and among Inland Steel Industries, Inc., a Delaware
corporation (Inland), Ryerson Xxxx, Inc., a Delaware corporation (Ryerson
Xxxx), and Xxxx X. Xxxxxx (Xxxxxx), presently residing at 000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx.
WHEREAS, Xxxxxx and Inland entered into two agreements on April 8,
1994, one relating to the terms of Xxxxxx'x employment with Inland and its
subsidiaries (the Employment Agreement) and the other relating to
severance in the event that Xxxxxx'x employment was terminated by Inland
prior to the third anniversary of his employment (the "Severance Agreement")
(collectively referred to as the "Agreements");
WHEREAS, Xxxxxx thereafter was elected to the positions, among others,
of Senior Vice President of Inland and President and Chief Operating
Officer of Ryerson Xxxx;
WHEREAS, Inland subsequently sold a portion of the stock of Ryerson Xxxx to
the public;
WHEREAS, Xxxxxx thereafter was elected President and Chief Executive Officer
of Ryerson Xxxx and, to devote his entire efforts to Ryerson Xxxx, chose not
to be re-elected as an officer of Inland; and
WHEREAS, Inland, Ryerson Xxxx and Xxxxxx desire to assure that each of
them receives the full benefit of the Agreements through June 15, 1997.
THE PARTIES hereto agree, in consideration of the premises, the mutual
agreements herein set forth and other good and valuable consideration, the
receipt of which is hereby acknowledged, as follows:
1. Ryerson Xxxx hereby assumes primary responsibility for
performing each and every remaining obligation of Inland pursuant to the
Agreements.
2. The parties hereby agree that the term "Company" as used in the
Severance Agreement and paragraphs 2 and 5 of the Employment Agreement shall
mean Ryerson Xxxx.
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3. Inland will continue to be responsible for every obligation agreed
to by it pursuant to the Agreements only to the extent any such obligation is
not fully performed by Ryerson Xxxx.
4. Paragraph 1 of the Employment Agreement is hereby amended to
provide that Xxxxxx'x titles will be President and Chief Executive Officer of
Ryerson Xxxx. Xxxxxx will rely on Ryerson Xxxx as the primary obligor
under the Agreements, and will hold Inland responsible for obligations
imposed by the Agreements only if and when Ryerson Xxxx has refused or failed
to perform such obligations.
IN WITNESS WHEREOF, the parties have signed this Assumption and
Amendment Agreement as of the date first above written.
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Xxxx X. Xxxxxx
RYERSON XXXX, INC.
By:
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Xxxxxx X. Xxxxxxx,
Chairman
INLAND STEEL INDUSTRIES, INC.
By:
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Xxxxxx X. Xxxxxxx,
Chairman, President and
Chief Executive Officer
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