KENTUCKY ELECTRIC STEEL, INC.
SALARY CONTINUATION AGREEMENT
This Agreement is entered into between Kentucky Electric Steel Inc.,
a corporation having its principal office in Ashland, Kentucky, (herein
called the "Company"), and ___________________ (herein called the
"Executive").
WITNESSETH
WHEREAS, Executive is employed by the Company in the capacity of
________________________________________________ and by reason thereof has
acquired experience and knowledge of considerable value to the Company; and
WHEREAS, the Company wishes to offer an inducement to Executive to
remain in its employ by compensating him beyond his regular salary for
service which he had rendered or will hereafter render; and
WHEREAS, the Company and the Executive executed a Salary Continuation
Agreement effective September 22, 1994 ("Agreement"); and
WHEREAS, the parties desire to amend and restate the Agreement to
modify certain terms and conditions; and
NOW, THEREFORE, the Agreement is amended and restated in its entirety
to read as follows:
(1) If Executive remains in the continuous employ of the Company he shall
retire from active employment with the Company on his sixty-second
(62nd) birthday, unless by action of the Board of Directors his period
of active employment shall be shortened, or, with his consent,
extended.
(2) Upon said retirement the Company, commencing with the first day of the
month following the date of such retirement, shall pay Executive
$____________ per month to age 85, and $________ per month thereafter
for life; provided that if less than one hundred twenty (120) such
monthly payments shall be made prior to the death of the Executive
the Company shall continue such monthly payment of $_____________ to
whomever the Executive shall have designated, on the most recent
Salary Continuation Agreement Designation of Beneficiary form filed
with the Company, until the full number of one hundred twenty (120)
monthly payments have been made.
(3) In the event Executive should die while in the active employ of the
Company, the Company and the Executive have entered into a Split
Dollar Life Insurance Agreement that will provide benefits to the
Executive's designated beneficiary, as provided for on the most
recent Salary Continuation Agreement Designation of Beneficiary
form filed with the Company.
(4) In the event Executive terminates employment on account of permanent
and total disability (as determined by the Board of Directors), he
shall receive 100% of the benefit described in Section 2 commencing
at age 62. In the event Executive terminates employment on account
of permanent and total disability (as determined by the Board of
Directors) and dies prior to attainment of age 62, Executive's
designated beneficiary, as provided for on the most recent Salary
Continuation Agreement Designation of Beneficiary form filed with the
Company, shall receive the benefits described in Section 3.
(5) Executive agrees that he will not, during or after his employment
under this Agreement, engage in competitive activity, as it is
defined in Section V of the Executive's Employment Agreement with the
Company, directly or indirectly, or, without the specific authority
of the Company's Board of Directors, serve as a director or employee
of any corporation or business entity so engaged. Executive further
agrees that he will not, either during or after his employment under
this Agreement, disclose to anyone not legally entitled thereto any
confidential information relative to the business of the Company.
(6) Executive agrees that if he shall breach any covenant of Section 5 of
this Agreement, and shall continue to breach such covenant for a
period of thirty (30) days after the Company shall have requested him
to desist from such breach, then, any of the provisions hereof to the
contrary notwithstanding, no further payments shall be due or payable
by the Company hereunder either to the Executive or to his wife or
other designee, and the Company shall have no further liability
hereunder.
(7) It is agreed that neither Executive, nor his wife, nor any other
designee, shall have any right to sell, assign, transfer, or
otherwise convey the right to receive any payments hereunder which
payments and the right thereto are expressly declared to be non-
assignable or transfer, the Company shall have no further liability
hereunder.
(8) If the Company shall acquire an insurance policy or any other asset
in connection with the liabilities assumed by it hereinunder it is
expressly agreed that neither Executive nor any beneficiary of
Executive shall have any right with respect to, or claim against,
such policy or other asset above or beyond the rights conveyed in any
existing split dollar agreement. Such policy or asset shall not be
deemed to be held in trust for the benefit of Executive or his
beneficiaries or to be held in any way as collateral security for the
fulfilling of the obligations of the Company under this Agreement
except as may be expressly provided by the terms of such policy or
title to such other asset. It shall be, and remain, a general,
unrestricted asset of the Company. Executive's rights to payment
hereinunder shall be not greater than those of an unsecured general
creditor of the Company.
(9) The Company agrees that it will not merge or consolidate with any
other company or organization, or permit its business activities to
be taken over by any other organization unless and until the
succeeding or continuing company or other organization shall
expressly assume all obligations and liabilities herein set forth.
(10) This Agreement may be revoked or amended in whole or in part only by
mutual consent of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
this 1st day of September, 1998.
ATTEST: KENTUCKY ELECTRIC STEEL, INC.
______________________ By:__________________________
Secretary
______________________ By:___________________________
Witness
Kentucky Electric Steel, Inc.
Supplemental Schedule for Exhibit 10.12
Salary Continuation Agreement
Monthly
Retirement
Benefit
Monthly
(Ten Year
Certain)
Retirement
Benefit
Name
Title
Age 62 to Age 85
After Age 85 for
Life
Xxxxxxx X.
Xxxxxxxx
President and
Chief
Executive Officer
$13,518.00
$6,200.00
Xxxxxxx X.
Xxxxxx
Vice President,
Chief Financial
Officer
$6,636.00
$0.00
Xxxxxx X.
Xxxxxxxx
Vice President,
Sales and
Marketing
$5,750.00
$0.00
Xxxxxxx X. Xxxxx
Vice President,
Administration
$5,495.00
$0.00
