EXHIBIT 99.2
[OREGON STEEL XXXXX, INC. LETTERHEAD
March 10, 2004
XXXXX X. XXXXXXXX
1000 S.W. Xxxxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Dear Xxx:
As an inducement to you accepting the position of President and Chief Executive
Officer of Oregon Steel Xxxxx, Inc. ("COMPANY"), the Company agreed to grant you
40,000 shares of Company common stock ("SHARES") in accordance with the terms of
your Employment Agreement dated August 1, 2003. The Shares will be issued as
follows:
------------------------------------- ------------------------------------------
REGISTRATION The Shares will be registered on a
AND LISTING OF SHARES: Form S-8 registration statement (to the
extent available to the Company) and an
application for listing of the Shares will
be filed with the New York Stock Exchange.
------------------------------------- ------------------------------------------
ISSUANCE OF SHARES: The Shares will be issued within 10 days
after registration of the Shares with the
SEC on a Form S-8 registration statement.
------------------------------------- ------------------------------------------
FORFEITURE AND ESCROW: If you are not employed by the Company on
August 1, 2004 then you will forfeit
20,000 of the Shares ("RESTRICTED
SHARES").
The Company will hold the stock
certificate representing the Restricted
Shares in escrow until August 1, 2004 and
reserves the right to place a restrictive
legend on the certificate representing the
Restricted Shares. You will not be allowed
to transfer or encumber the Restricted
Shares in any way until after August 1,
2004.
Upon issuance of the Shares, you agree to
deliver a stock power in blank to the
Company with respect to the Restricted
Shares so that the Company may cancel the
Restricted Shares if you are not employed
by the Company on August 1, 2004.
------------------------------------- ------------------------------------------
INCOME AND The Company will withhold from your salary
EMPLOYMENT TAXES: your share of all employment taxes with
respect to the Shares and pay the
Company's share of employment taxes. The
Company will withhold certain income taxes
from your salary relating to the Shares
but you are responsible for any income
taxes relating to the Shares.
------------------------------------- ------------------------------------------
Nothing in this letter confers upon you any right to continue your employment
relationship with the Company for any period of time, nor does it interfere in
any way with your right or the Company's right to terminate that relationship at
any time, for any reason, subject to the terms of your Employment Agreement
dated August 1, 2003.
Sincerely,
/s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxx, Chairman of the Board
