FORM OF RELEASE AGREEMENT AND GENERAL RELEASE
Exhibit 10.14
FORM OF RELEASE
AGREEMENT AND GENERAL RELEASE
WCI Steel, Inc., its affiliates, subsidiaries, divisions, successors and assigns in such
capacity, and the current, future and former employees, officers, directors, trustees and agents
thereof (collectively referred to throughout this Agreement as “Employer”), and Xxxxxxx X. Xxxxx
(“Executive”), the Executive’s heirs, executors, administrators, successors and assigns
(collectively referred to throughout this Agreement as “Employee”) agree:
1. Last Day of Employment. Executive’s last day of employment with Employer is July
6, 2007. In addition, effective as of July 6, 2007 Executive resigns from the Executive’s position
as President and Chief Executive Officer and as a Director and will not be eligible for any
benefits or compensation after July 6, 2007, other than as specifically provided in Article VI of
the Executive Employment Agreement between Employer and Executive dated as of June 19, 2006 (the
“Employment Agreement”). Executive further acknowledges and agrees that, after July 6, 2007, the
Executive will not represent the Executive as being a director, employee, officer, trustee, agent
or representative of Employer for any purpose. In addition, effective as of July 6, 2007,
Executive resigns from all offices, directorships, trusteeships, committee memberships and
fiduciary capacities held with, or on behalf of, Employer or any benefit plans of Employer. These
resignations will become irrevocable as set forth in Section 3 below.
2. Consideration. The parties acknowledge that this Agreement and General Release is
being executed in accordance with Section 6.5(b) of the Employment Agreement.
3. Revocation. Executive may revoke this Agreement and General Release for a period
of fifteen (15) calendar days following the day Executive executes this Agreement and General
Release. Any revocation within this period must be submitted, in writing, to Employer and state,
“I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be
personally delivered to Employer’s Chief Financial Officer, or his/her designee, or mailed to
Employer at its principal executive offices in Warren, Ohio to the attention of its Chief Financial
Officer, and postmarked within fifteen (15) calendar days of execution of this Agreement and
General Release. This Agreement and General Release shall not become effective or enforceable
until the revocation period has expired. If the last day of the revocation period is a Saturday,
Sunday, or legal holiday in Ohio, then the revocation period shall not expire until the next
following day which is not a Saturday, Sunday, or legal holiday.
4. General Release of Claim. Employee knowingly and voluntarily releases and forever
discharges Employer from any and all claims, causes of action, demands, fees and liabilities of any
kind whatsoever, whether known and unknown, against Employer, Employee has, has ever had or may
have as of the date of execution of this Agreement and General Release, including, but not limited
to, any alleged violation of:
• The National Labor Relations Act, as amended;
• Title VII of the Civil Rights Act of 1964, as amended;
• The Civil Rights Act of 1991;
• Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
• The Employee Retirement Income Security Act of 1974, as amended;
• The Immigration Reform and Control Act, as amended;
• The Americans with Disabilities Act of 1990, as amended;
• The Age Discrimination in Employment Act of 1967, as amended;
• The Older Workers Benefit Protection Act of 1990;
• The Worker Adjustment and Retraining Notification Act, as amended;
• The Occupational Safety and Health Act, as amended;
• The Family and Medical Leave Act of 1993;
• Any wage payment and collection, equal pay and other similar laws, acts and statutes of the
State of Ohio;
• Any other federal, state or local civil or human rights law or any other local, state or
federal law, regulation or ordinance;
• Any public policy, contract, tort, or common law; or
• Any allegation for costs, fees, or other expenses including attorneys’ fees incurred in
these matters.
Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and
General Release do not apply are: (i) Employee’s rights under any tax-qualified pension or claims
for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained
by Employer or under COBRA; (ii) Employee’s rights under the provisions of the Employment Agreement
which are intended to survive termination of employment; or (iii) Employee’s rights as a
stockholder.
5. No Claims Permitted. Employee waives Executive’s right to file any charge or
complaint against Employer arising out of Executive’s employment with or separation from Employer
before any federal, state or local court or any state or local administrative agency, except where
such waivers are prohibited by law. This Agreement, however, does not prevent Employee from filing
a charge with the Equal Employment Opportunity Commission, any other federal government agency,
and/or any government agency concerning claims of discrimination, although Employee waives the
Executive’s right to recover any damages or other relief in any claim or suit brought by or through
the Equal Employment Opportunity Commission or any other state or local agency on behalf of
Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964
as amended, the Americans with Disabilities Act,
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or any other federal or state discrimination law, except where such waivers are prohibited by
law.
6. Affirmations. Employee affirms Executive has not filed, has not caused to be
filed, and is not presently a party to, any claim, complaint, or action against Employer in any
forum or form. Employee further affirms that the Executive has been paid and/or has received all
compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and
no other compensation, wages, bonuses, commissions and/or benefits are due to Executive, except as
provided in Section 6 of the Employment Agreement. Employee also affirms Executive has no known
workplace injuries.
7. Cooperation; Return of Property. Employee agrees to reasonably cooperate with
Employer and its counsel in connection with any investigation, administrative proceeding or
litigation relating to any matter that occurred during Executive’s employment in which Executive
was involved or of which Executive has knowledge. Employer will reimburse the Employee for any
reasonable out-of-pocket travel, delivery or similar expenses incurred in providing such service to
Employer. Employee represents that Executive has returned to Employer all property belonging to
Employer, including but not limited to any leased vehicle, laptop, cell phone, keys, access cards,
phone cards and credit cards, provided that Executive may retain, and Employer shall cooperate in
transferring, Executive’s cell phone number and any home communication and security equipment as
well as Executive’s rolodex and other address books.
8. Governing Law and Interpretation. This Agreement and General Release shall be
governed and conformed in accordance with the laws of the State of Ohio without regard to its
conflict of laws provisions. In the event Employee or Employer breaches any provision of this
Agreement and General Release, Employee and Employer affirm either may institute an action to
specifically enforce any term or terms of this Agreement and General Release. Should any provision
of this Agreement and General Release be declared illegal or unenforceable by any court of
competent jurisdiction and should the provision be incapable of being modified to be enforceable,
such provision shall immediately become null and void, leaving the remainder of this Agreement and
General Release in full force and effect. Nothing herein, however, shall operate to void or
nullify any general release language contained in the Agreement and General Release.
9. Nonadmission of Wrongdoing. Employee agrees neither this Agreement and General
Release nor the furnishing of the consideration for this Release shall be deemed or construed at
any time for any purpose as an admission by Employer of any liability or unlawful conduct of any
kind.
10. Amendment. This Agreement and General Release may not be modified, altered or
changed except upon express written consent of both parties wherein specific reference is made to
this Agreement and General Release.
11. Entire Agreement. This Agreement and General Release sets forth the entire
agreement between the parties hereto and fully supersedes any prior agreements or understandings
between the parties; provided, however, that notwithstanding anything in this Agreement and General
Release, the provisions in the Employment Agreement which are
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intended to survive termination of the Employment Agreement shall survive and continue in full
force and effect. Employee acknowledges that the Executive has not relied on any representations,
promises, or agreements of any kind made to Executive in connection with Executive’s decision to
accept this Agreement and General Release.
EMPLOYEE HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW
THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY
PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.
EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL
RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY
CONSIDERATION PERIOD.
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET
FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT AGREEMENT, EMPLOYEE
FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST EMPLOYER.
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and
General Release as of the date set forth below:
WCI Steel, Inc.,
a Delaware corporation
a Delaware corporation
By:
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/s/ Xxxxxxx Xxxxx
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/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
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| Title: Chief Financial Officer | ||||||||
Date:
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July 6, 2007 | Date: July 6, 2007 |
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