Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 made as of the 14th day of February,
2002, to the Amended and Restated Employment Agreement made as of the 1st day of
September, 2001 (the "Agreement"), between Chase Brass & Copper Company, Inc., a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxxxx (the "Executive").
WHEREAS, the Executive has been employed by the Company as its
President and Chief Operating Officer;
WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services to the
Company, on the terms set forth in the Agreement; and
WHEREAS, the provisions of this Amendment were approved by the
Compensation Committee of the Company's Board of Directors on February 6, 2002.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 5(a) of the Agreement is amended by deleting the phrase
"$240,000" and replacing it with the phrase "$280,000."
2. Section 7(d)(ii) of the Agreement is amended by deleting the phrase
"one-half (1/2) of."
3. Section 7(d)(iii) of the Agreement is amended by deleting the phrase
"six-month" and replacing it with the phrase "one-year."
4. Section 8(a)(ii) of the Agreement is amended to read in its entirety as
follows:
"(ii) maintain in full force and effect, for the continued
benefit of Executive (and, if applicable, Executive's spouse
and dependent children) for a two-year period beginning upon
the date of termination or resignation, all medical and dental
insurance coverages as in effect, from time to time for
salaried employees of the Company, and in which such Persons
were participating immediately prior to the date of
termination or resignation, provided that the continued
participation of such Persons is possible under the general
terms and provisions of such plans and arrangements; if the
participation of any of such Persons in any such plan or
arrangement is barred, CSI shall arrange to provide such
Persons with insurance coverage substantially similar to those
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which such Persons would otherwise have been entitled to
receive under such plans and arrangements from which such
Persons' continued participation is barred; provided, however,
that in either case, to the extent applicable, Executive pays
to CSI an amount equal to the premiums, or portion thereof,
that Executive was required to pay to maintain such insurance
coverage for such Persons prior to the date of termination or
resignation; and provided, further, that any insurance
coverage provided pursuant hereto shall be limited and reduced
to the extent such coverage otherwise is provided by (or
available from or under), at no direct out-of-pocket cost to
the recipient, any other employer of Executive or Executive's
spouse or minor children, or Social Security, medicare,
medicaid or any similar or substitute plans available to such
Persons; provided, however, that the amount of cash paid
pursuant to this SECTION 8 plus the value of any other
compensation paid to or deemed received by or attributed to
Executive, pursuant to this Agreement or otherwise, as a
result of the Change in Control that is subject to the
provisions of Section 280G of the Internal Revenue Code of
1986, as amended (the "CODE") shall in no event exceed $100
less than 3.00 times Executive's Annualized Includable
Compensation and the amount of the Company's cash payment to
Executive under this SECTION 8 shall be adjusted accordingly
to achieve this result. Notwithstanding the provisions of this
SECTION 8, nothing contained in this SECTION 8 shall be
construed to imply that any payments to the Executive other
than pursuant to this SECTION 8 are subject to the provisions
of Section 280G of the Code."
5. Section 8(c) to the Agreement is deleted in its entirety and replaced
with the following language.
"(c) RESIGNATION OTHER THAN FOR GOOD CAUSE. If a Change of
Control occurs prior to the expiration of the Term or other
termination of this Agreement and during the Protection Period
the Executive resigns from the Company other than for Good
Reason, then the Company shall, in lieu of the Executive being
entitled to the compensation provided in Section 7(d)(ii) or
Section 8(a),
(i) pay to Executive, in a single lump sum which shall be paid
within 30 days after the resignation, a severance payment in
an amount equal the sum of (A) the greater of (1) Executive's
Base Salary in effect immediately prior to the Change of
Control or (2) Executive's Base Salary in effect at the time
of resignation, plus (B) the greater of (1) the
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bonus, if any, paid or awarded to Executive for the most
recent calendar year ended prior to the date of the Change of
Control or, if bonuses for such calendar year have not been
determined for such calendar year as of the Date of the Change
of Control, the bonus for the prior calendar year; or (2) the
average of the bonuses paid or awarded to the Executive for
the two most recent calendar years ended prior to the date of
the Change of Control, or if bonuses for the most recent
calendar year have not been determined for such calendar year
as of the date of the Change of Control, the average of the
bonuses paid or awarded to Executive for the two calendar
years immediately preceding the calendar year in which the
Change of Control occurs;
(ii) maintain in full force and effect, for the continued
benefit of Executive (and, if applicable, Executive's spouse
and dependent children) for a one-year period beginning upon
the date of termination or resignation, all medical and dental
insurance coverages as in effect, from time to time for
salaried employees of the Company, and in which such Persons
were participating immediately prior to the date of
termination or resignation, provided that the continued
participation of such Persons is possible under the general
terms and provisions of such plans and arrangements; if the
participation of any of such Persons in any such plan or
arrangement is barred, CSI shall arrange to provide such
Persons with insurance coverage substantially similar to those
which such Persons would otherwise have been entitled to
receive under such plans and arrangements from which such
Persons' continued participation is barred; provided, however,
that in either case, to the extent applicable, Executive pays
to CSI an amount equal to the premiums, or portion thereof,
that Executive was required to pay to maintain such insurance
coverage for such Persons prior to the date of termination or
resignation; and provided, further, that any insurance
coverage provided pursuant hereto shall be limited and reduced
to the extent such coverage otherwise is provided by (or
available from or under), at no direct out-of-pocket cost to
the recipient, any other employer of Executive or Executive's
spouse or minor children, or Social Security, medicare,
medicaid or any similar or substitute plans available to such
Persons; provided, however, that the amount of cash paid
pursuant to this SECTION 8 plus the value of any other
compensation paid to or deemed received by or attributed to
Executive, pursuant to this Agreement or otherwise, as a
result of the Change in Control that is subject to the
provisions of Section 280G of the Internal Revenue Code of
1986, as amended (the "CODE") shall in no event exceed $100
less than 3.00
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times Executive's Annualized Includable Compensation and the
amount of the Company's cash payment to Executive under this
SECTION 8 shall be adjusted accordingly to achieve this
result. Notwithstanding the provisions of this SECTION 8,
nothing contained in this SECTION 8 shall be construed to
imply that any payments to the Executive other than pursuant
to this SECTION 8 are subject to the provisions of Section
280G of the Code."
6. All the other provisions of the Agreement shall remain in force
unchanged.
7. Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in Montpelier, Ohio, in duplicate originals on February 14, 2002.
CHASE BRASS & COPPER COMPANY, INC.
By:
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Name:
Title:
EXECUTIVE
By:
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Xxxx X. Xxxxxxxx
