Exhibit 10.1
EMPLOYMENT AND NON-COMPETE AGREEMENT
THIS AGREEMENT is made and entered into as of the 26th day of April
2004, by and between Metal Management, Inc., a Delaware corporation ("COMPANY"),
and Xxxxxx X. Xxxxxxxx ("EMPLOYEE").
RECITALS
A. Company desires to enter into this Agreement with Employee and Employee
desires to enter into an employment agreement with Company, subject to
and upon the terms and conditions set forth below.
B. During Employee's employment by Company, Employee will receive and have
access to proprietary and confidential information, which is a highly
valuable and unique asset of Company's business, and the disclosure by
Employee of any proprietary and/or confidential information of Company
contrary to this Agreement would cause permanent, incalculable and
irreparable injury and damage to Company.
C. Employee will also receive specialized knowledge and/or training in
Company's business, at considerable time and expense to Company, and
through such training Employee will have the opportunity to gain close
knowledge of and possible influence over customers of Company, and will
in such capacity possess the goodwill of Company, and this Agreement is
necessary to protect Company against unfair loss of said customers,
employees and/or goodwill.
D. Company has made a significant investment in its workforce, including
valuable training, and this Agreement is necessary to protect Company
against unfair loss of its employees.
AGREEMENT
THEREFORE, in consideration of the premises and the mutual covenants
and provisions hereinafter set forth, Company and Employee agree as follows:
1. CERTAIN DEFINITIONS.
1.1 DEFINITION OF COMPANY. "COMPANY" means Metal Management, Inc.
and/or any of its successors and assigns and any of its
present or future subsidiaries or organizations controlled by
it, controlling it, or under common control with it.
1.2 DEFINITION OF CONFIDENTIAL INFORMATION. "CONFIDENTIAL
INFORMATION" includes, but is not limited to, information,
data, media, records and documents concerning (a) Company's
services, products, equipment, processes, systems, programs or
methods of operation; (b) Company's financial affairs, its
employees and/or the scope of their work; (c) Company's past,
present or future clients, and/or the development, business
needs or activities of Company's customers and/or suppliers
and their dealings with Company; and (d) any other proprietary
and/or confidential information of Company.
2. EMPLOYMENT AND TERM.
2.1 NATURE OF EMPLOYMENT. Company hereby agrees to employ Employee
and Employee hereby accepts such employment by Company,
subject to and upon the terms and conditions hereinafter set
forth.
2.2 TERM OF EMPLOYMENT. This Agreement shall be effective
commencing, and Employee shall commence employment with
Company, on May 17, 2004 (the "COMMENCEMENT DATE"), and shall
continue in effect until terminated in accordance with the
terms hereunder.
2.3 LOCATION OF EMPLOYMENT. Employee's duties under this Agreement
shall be performed for Company principally in the Chicago,
Illinois area, with periodic trips to other operations,
customers and corporate meetings of Company, as may be
requested by Company.
3. DUTIES AND RESPONSIBILITIES OF EMPLOYEE .
3.1 DUTIES AND RESPONSIBILITIES. Employee shall serve as Executive
Vice President, Non-Ferrous of Company, reporting to the
President of Company, and shall faithfully and diligently
render such services and perform such related duties and
responsibilities as are customarily performed by a person
holding such position and as otherwise may from time to time
be reasonably assigned to Employee by Company. Employee shall
not be authorized to enter into any agreement or contract on
behalf of Company, or to commit Company to any obligation,
other than in the normal, usual and ordinary course of
Company's business, without the prior approval of Company.
3.2 EFFORTS OF EMPLOYEE. Employee shall devote and use Employee's
best skills and efforts and all of Employee's working time to
serve in and perform the duties of the position for which
Employee is hired and any other duties as directed or assigned
by Company. Notwithstanding the above, the Employee shall be
permitted to (i) manage his personal, financial and legal
affairs and (ii) serve on civic or charitable boards or
committees. Subject to the terms and conditions set forth
herein, Employee's position, job title, job duties and
compensation may change depending on the business
circumstances of Company, as determined by Company. This
Agreement does not guarantee Employee continued employment for
any specific period of time, or any specific position and/or
title with Company.
4. COMPENSATION.
4.1 SALARY. During the term hereof, Company shall pay to Employee
as an annual salary the amount of $235,000.00 ("SALARY"),
subject to applicable withholdings. The Salary shall be
payable through and in accordance with Company's normal
payroll practices during each year. The Salary shall not be
reduced but may be increased annually in the sole discretion
of Company. Company would not have agreed to employ Employee
but for Employee's agreeing to the terms and
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conditions of this Agreement. The consideration set forth in
this Agreement, including in this Section 4 and in Section
5.6, is sufficient and valid consideration to support
Employee's obligations set forth in this Agreement.
4.2 BONUSES.
(A) SIGNING BONUS. Company shall, subject to applicable
withholdings, pay Employee a signing bonus promptly
after the Commencement Date equal to $50,000.00.
(B) ANNUAL BONUS. In addition to Salary, Employee shall
be entitled to participate in the "RONA Plan", which
is Company's current annual bonus program, and/or
such other bonus programs in place from time to time
as Company, in its sole discretion, deems
appropriate; provided, however, that Employee shall
receive a bonus payment for the fiscal year ending
March 31, 2005 equal to the greater of (i) the bonus
payment payable to Employee under the "RONA Plan",
based on payments equal to 25% ("threshold"), 50%
("target") or 75% ("maximum") of Salary, as provided
under such "RONA Plan" and (ii) an amount equal to
$141,000.00.
4.3 RELOCATION EXPENSES. Employee's normal and reasonable moving
and transportation expenses from Cincinnati, Ohio to Chicago,
Illinois shall be paid by Company. Reasonable moving expenses
cover packing and unpacking and transportation of normal
household articles, but shall not include shipping of
automobiles, from Employee's residence in Cincinnati, Ohio to
Chicago, Illinois. Additionally, Company shall reimburse
reasonable closing costs and realtor commissions (but
excluding points, loan discount fees and taxes) for the sale
and purchase of Employee's primary residence. Employee will
also receive a one-time tax gross-up of all closing and moving
expenses reimbursed by Company that are taxed under federal or
state tax laws.
4.4 MEDICAL, LIFE AND DISABILITY INSURANCE. Employee shall be
eligible to participate, on the same basis as other similarly
situated executives of the Company, in the medical, life and
disability insurance policies maintained by Company for the
benefit of full-time, salaried employees of Company, upon the
terms and conditions of such insurance policies.
4.5 BENEFITS PLANS. Employee shall be eligible to participate, on
the same basis as other similarly situated executives in the
Company, in any retirement plan, 401k plan, profit-sharing
plan, defined benefit plan and/or incentive stock option plan
maintained by Company for the benefit of full-time, salaried
employees of Company, upon the terms and conditions of such
plans; provided, however, that this provision shall not
guarantee or otherwise entitle Employee to receive any
compensation, grants or other payments under any such plans,
all of which shall be at the sole discretion of the Company.
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4.6 VACATIONS. Employee shall be entitled to four weeks paid
vacation per year. Unused vacation shall expire at the end of
each calendar year.
4.7 REIMBURSEMENT OF EXPENSES. Employee shall be entitled to be
reimbursed for all reasonable, documented, lawful expenses
incurred by Employee in the performance of Employee's duties
hereunder, within a reasonable time (and consistent with the
Company's reimbursement policies) following the presentation
by Employee of appropriate invoices to Company.
4.8 CAR ALLOWANCE. Company will provide Employee with a monthly
car allowance of $1,000.00 per month, subject to applicable
withholdings.
4.9 OPTIONS. Upon execution and delivery of this Agreement by
Company and Employee, Employee shall be granted the following
non-incentive stock options ("OPTIONS") to purchase shares of
Company's common stock, par value $0.01 per share ("COMPANY
STOCK"), pursuant to the terms of the Metal Management, Inc.
2002 Incentive Stock Plan (the "PLAN"): (i) 5,000 shares of
Company Stock at an exercise price per share equal to 110% of
the closing price of Company Stock on the Commencement Date;
(ii) 5,000 shares of Company Stock at an exercise price per
share equal to 150% of the exercise price of the Options
described in clause (i) of this Section 4.9; and (iii) 5,000
shares of Company Stock at an exercise price per share equal
to 200% of the exercise price of the Options described in
clause (i) of this Section 4.9. Employee's interest in
one-fifth of each grant of Options set forth in clauses (i),
(ii) and (iii) of this Section 4.9 shall vest on March 31,
2005, provided Employee is still employed by Company on such
date, Employee's interest in an additional one-fifth of each
such Options set forth in clauses (i), (ii) and (iii) of this
Section 4.9 shall vest on each of the next four subsequent
anniversaries of such date provided Employee is still employed
by Company on such anniversary date. All the terms and
conditions to such grants shall be set forth for Employee in
certificates in accordance with the terms of the Plan.
5. TERMINATION.
5.1 CAUSE. Company may terminate Employee's employment at any time
for Cause. For purposes of this Agreement, "CAUSE" shall
include, but is not limited to, the following circumstances:
(A) Employee knowingly participates or engages in any act
of fraud, embezzlement or theft (regardless of
whether any such act results in a criminal
prosecution or conviction but shall not include mere
allegations of fraud, embezzlement or theft);
(B) Employee willfully damages the property of Company or
acts in any material manner in conflict with the best
interest's of Company;
(C) Employee is convicted of any misdemeanor involving an
act of dishonesty or breach of trust or any felony;
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(D) Employee has been insubordinate, refuses or fails to
perform the duties assigned to Employee or is grossly
negligent in the performance of such duties; or
(E) Employee has materially breached any provision of
this Agreement.
Any termination of Employee's employment by Company for Cause
shall not limit or preclude any other right or remedy Company
may have under this Agreement or otherwise. In the event of
termination of Employee's employment by Company for Cause,
Employee shall be entitled to receive Employee's accrued and
unpaid Salary, accrued, unpaid and unexpired vacation,
non-forfeitable restricted stock and unreimbursed business
expenses through the date of termination, but shall not be
entitled to any further salary, additional compensation or
other payments, rights or benefits under or in connection with
this Agreement after the termination date.
5.2 DEATH OR PERMANENT DISABILITY. In the event of Employee's
death or Permanent Disability occurring during the term of
this Agreement, this Agreement shall be deemed terminated and
Employee or Employee's estate, as the case may be, shall be
entitled to receive Employee's accrued and unpaid Salary,
accrued, unpaid and unexpired vacation, non-forfeitable
restricted stock and unreimbursed business expenses through
the date of termination, but shall not be entitled to any
further salary, additional compensation or other payments,
rights or benefits under or in connection with this Agreement
after the termination date. A "PERMANENT DISABILITY" shall be
deemed to have occurred after 120 days in the aggregate during
any 12-month period or after 90 consecutive days during which
Employee, by reason of a physical or mental injury, disability
or illness (as determined by a reputable physician mutually
acceptable to Company and Employee), shall have been unable to
discharge fully Employee's duties under this Agreement. In the
event Employee suffers a physical or mental injury, disability
or illness that results in Employee being unable to discharge
fully Employee's duties under this Agreement, but such injury,
disability or illness is not of a duration sufficient to be
considered a Permanent Disability hereunder, any obligation of
Company to make payments to Employee pursuant to this
Agreement shall be offset by the amount of any payments that
Employee receives pursuant to any short-term disability plan
of Company, including but not limited to any payments received
under a disability insurance policy described in Section 4.4
above. Notwithstanding anything herein to the contrary, the
Options, to the extent not previously vested, shall fully vest
and become non-forfeitable in the event of Employee's death or
Permanent Disability.
5.3 GOOD REASON. Subject to the provisions of Section 5.6 below,
Employee may terminate Employee's employment with Company at
any time for Good Reason. For purposes of this Agreement,
"GOOD REASON" shall mean (i) the willful and continued failure
by Company to substantially perform its material obligations
under this Agreement after a demand for substantial
performance is delivered to Company by Employee that
specifically identifies the manner in which Employee
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believes that Company has not substantially performed its
material obligations hereunder, and Company fails to resume
substantial performance of its material obligations on a
continuous basis within 14 days after receiving such demand;
provided, that if it is not reasonably possible for Company to
resume such substantial performance within such 14-day time
period, then such time period shall be extended to that
minimum period of time during which it is reasonably possible
for Company to resume such substantial performance, not to
exceed 90 days from such demand, (ii) the assignment to
Employee of duties and responsibilities materially
inconsistent with Employee's title, position and authority as
contemplated in Section 3.1 herein (other than, and to the
extent necessary. to avoid a breach of the Confidentiality
Agreement (as defined below)) or (iii) the requirement that
Employee relocate to a location more than 100 miles from
Chicago, Illinois (other than in connection with a relocation
of Company's headquarters).
5.4 TERMINATION WITHOUT CAUSE. Subject to the provisions of
Section 5.6 below, Company may terminate Employee's employment
at any time prior to this Agreement's then scheduled
expiration date without Cause upon two weeks' notice.
5.5 TERMINATION WITHOUT GOOD REASON. Employee may terminate
Employee's employment at any time prior to this Agreement's
then scheduled expiration date without Good Reason. In the
event of such termination by Employee, Employee shall be
entitled to receive Employee's accrued and unpaid Salary,
accrued, unpaid and unexpired vacation, non-forfeitable
restricted stock and unreimbursed business expenses through
the date of termination, but shall not be entitled to any
further salary, additional compensation or other payments,
rights or benefits under or in connection with this Agreement
after the termination date.
5.6 SEVERANCE. In the event that Employee's employment is
terminated by Company (other than for Cause) or is terminated
by Employee for Good Reason, then all Options, to the extent
not previously vested, shall fully vest and become
non-forfeitable and Employee shall be entitled to applicable
benefits as provided for in Sections 4.4, 4.5 and 4.6 through
the date of termination and shall be entitled to severance by
continuing payment of Employee's Salary (as in effect on the
date of termination) through Company's existing payroll
practices and applicable benefits provided in Section 4.4
herein for a period equal to the 12 months following such
termination, but shall not be entitled to any further salary,
additional compensation or other payments, rights or benefits
under or in connection with this Agreement after the
termination date. No severance shall be paid in the event
that:
(A) this Agreement is terminated by Company for Cause;
(B) this Agreement is terminated by the death or
Permanent Disability of Employee; or
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(C) this Agreement is terminated by Employee other than
for Good Reason.
6. EMPLOYEE'S ASSURANCES.
6.1 Except for that certain Confidentiality and Non-Competition
Agreement, dated as of August 1, 2000 (the "CONFIDENTIALITY
AGREEMENT"), between the Xxxxx X. Xxxxxx Company and Employee,
Employee is not under any contractual agreement, including any
with a former employer, that would conflict with or in any way
prevent Employee from entering into this Agreement or from
performing any and all of Employee's duties assigned by
Company, including contacting any customers or prospective
customers.
6.2 Employee will not and the Company will not require Employee to
utilize any proprietary or confidential materials or
information of any former employer while performing Employee's
duties for Company. Proprietary or confidential information
does not include general skills or knowledge generally known
or available to others.
7. NON-DISCLOSURE/CONFIDENTIALITY.
7.1 Employee will keep secret, confidential and inviolate and not
disclose, either during or after Employee's employment by
Company, any proprietary or confidential information or
business secret of Company including, without limitation those
relating to: (a) Company's current, past or future business
plans; (b) the business, conduct, or operations of Company;
(c) any methods or ways of doing business used in the
engineering, manufacturing, production and/or marketing of
Company's products or services; (d) the existence or
betterment of, or possible new uses or applications for, any
such products or services; or (e) Company's customer lists,
pricing formulas and purchasing information or policies.
7.2 Upon leaving the employ of Company for any reason, the
Employee shall promptly return to Company any and all manuals,
notes, plans, computer files, and other media, customer lists
or other records, price sheets, reports, proposals, technical
information, and reproductions thereof, which relate in any
way to Company's operations, business assets, employee files
or records, or any of the foregoing items covered by this
paragraph.
7.3 Any and all confidential information which Employee will have
access to, use or create during Employee's employment with
Company is and shall at all times remain the sole and
exclusive property of Company. Employee shall and hereby does
assign to Company any right, title or interest Employee may
have in such confidential information and to all confidential
information, inventions, improvements, and developments,
patentable or unpatentable ("ASSIGNMENTS"), which, during
Employee's employment with Company, Employee has made or
conceived or hereafter may make or conceive, either solely or
jointly with others (a) with the use of Company's time,
equipment, materials, supplies, facilities,
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trade secrets or Confidential Information, (b) resulting from
or suggested by Employee's work for Company or (c) in any way
relating to any subject matter within the existing or
contemplated business of Company. All such inventions,
improvements and developments shall automatically and
immediately be deemed to be the property of Company as soon as
made or conceived. This Assignment includes all rights to xxx
for all infringements, including those which may have occurred
before this Assignment.
7.4 If Employee is asked by Company, Employee will (at Company's
expense) do all things and sign all documents reasonably
requested by Company to eliminate any ambiguity as to the
rights of Company in the Assignments, including but not
limited to providing Employee's full cooperation to Company in
the event of any litigation to protect, establish, or obtain
such rights of Company.
7.5 Employee agrees to disclose promptly to Company all
inventions, improvements and developments relating to the
Assignment when made or conceived. Upon termination of
Employee's employment for any reason, Employee shall
immediately give to Company all written, computerized or other
records of such inventions, improvements, and developments
relating to the Assignment, and make full disclosure thereof
to Company, whether or not they have been reduced to writing.
7.6 This Section 7 does not waive or transfer to the Company any
of Employee's rights to any invention for which no equipment,
supplies, facility, or trade secret or confidential
information of Company was used and which was developed
entirely on Employee's own time, unless the invention relates
to the business of Company, or to Company's actual or
demonstrably anticipated research or development, or the
invention results from any work that Employee performed for
Company during the term of Employee's employment relationship
with Company.
8. BUSINESS PRESERVATION.
8.1 Each of the provisions of this Agreement are reasonable and
necessary to preserve and protect the legitimate business
interests of Company, including its customer relationships,
confidential information and the training which will be given
to Employee, its present and potential business activities,
and the economic benefits derived therefrom; they will not
prevent Employee from earning a livelihood in Employee's
chosen business and are not an undue restraint on the trade of
Employee, or any of the public interests which may be
involved.
8.2 The relationships between Company and its customers, the
confidential and proprietary information to which Employee
will have access, and the goodwill of Company and its customer
relationships that the Employee will enjoy while employed by
Company are significant and valuable to Company.
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8.3 Because of Company's valuable interest in its customer
relationships, during Employee's employment and for a period
of 24 months following Employee's termination of employment
with Company for any reason, Employee will not directly or
indirectly solicit scrap or usable iron, scrap or usable steel
and/or any other ferrous and/or non-ferrous scrap or usable
metal and/or scrap or usable metal alloy business, and/or
directly or indirectly purchase, collect, deliver, distribute,
haul, process, toll, supply, broker, shred, shear, torch, cold
briquette, bundle, recycle and/or otherwise handle scrap or
usable iron, scrap or usable steel and/or other ferrous and/or
non-ferrous scrap or usable metal or scrap or usable metal
alloy, from any person, company, partnership, corporation or
other entity that does business with Company or any of its
divisions, subsidiaries, parent, affiliates or successors, or
any other person or entity that is, as of the time of the
termination of Employee's employment or the immediate one-year
period prior to such termination, a customer or supplier of
Company with or about whom Employee has had any dealings,
contact or knowledge through Employee's employment with
Company.
8.4 In order to protect Company's relationships with its
employees, during Employee's employment and for a period of 24
months thereafter, Employee will not solicit, encourage or
have contact with any of Company's employees for the purpose
of encouraging them to end their employment with Company
and/or to join Employee as a partner, agent, employee or
otherwise in a business venture or other business
relationship.
8.5 During Employee's employment and for an 24 month period
following employee's termination of employment with Company
for any reason, Employee will not in any capacity related to
Employee's duties while employed by Company and will not
otherwise, directly or indirectly, engage in demolition or
stevedoring services or provide services to or for any person
or entity that collects processes, distributes or otherwise
handles items Company collects, processes, distributes or
otherwise handles (including as described in Section 8.3
above) or otherwise competes with Company in any way. This
restriction is limited to the geographic area that is within a
150 mile radius of each facility of Company. Also, this
restriction is specifically limited to protect Company's
legitimate and protectible interests and this limited
restriction will not prevent Employee from obtaining
employment in other aspects of the scrap or usable iron, steel
or ferrous or non-ferrous metal industry.
8.6 In the event Employee breaches any portion of this Section 8,
the 24-month period contained herein shall be extended by the
period of time in which the Employee has breached this Section
8.
9. INJUNCTIVE RELIEF. A breach of any of the covenants herein contained
would cause irreparable harm to Company's business and monetary damages
would be difficult or impossible to ascertain and will not afford an
adequate remedy. Therefore, in the event of any such breach, or
threatened breach, in addition to such other remedies which may
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be provided by law, Company shall have the right to specific
performance of the covenants herein contained by way of temporary
and/or permanent injunctive relief.
10. MODIFICATION OR WAIVER.
10.1 No modification of this Compete Agreement or waiver of any
terms or conditions hereof shall be valid unless in writing
and duly executed by the president of Company or by Employee
if Employee is the party to be charged therewith, and no
evidence of any waiver or modification shall be offered or
received in evidence in any proceeding, arbitration or
litigation between the parties hereto arising out of or
affecting this Agreement or the rights or obligations of the
parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid.
10.2 The failure in any one or more instances of a party to insist
on performance of any of the terms or conditions of this
Agreement or to exercise any right or privilege in this
Agreement conferred, or the waiver by either party of a breach
of any of the terms or conditions of this Agreement shall not
be construed as a subsequent waiver of any such term,
condition, right or privilege.
11. ATTORNEYS' FEES AND COSTS. If any contest or dispute shall arise
between Company and Employee regarding any provision of this Agreement,
(i) Company shall reimburse Employee for all legal fees and expenses
reasonably incurred by Employee in connection with such contest or
dispute if the Employee prevails to a substantial extent with respect
to Employee's claims brought and pursued in connection with such
contest or dispute and (ii) Employee shall reimburse Company for all
legal fees and expenses reasonably incurred by Company in connection
with such contest or dispute if Company prevails to a substantial
extent with respect to Company's claims brought and pursued in
connection with such contest or dispute. Such reimbursement shall be
made as soon as practicable following the resolution of such contest or
dispute (whether or not appealed) to the extent the reimbursing party
receives reasonable written evidence of such fees and expenses.
12. EMPLOYMENT. Nothing contained in this Agreement is intended to alter
the fact that Employee's employment shall be at-will, and it is
expressly understood that, subject to the terms and conditions of this
Agreement, either Company or the Employee may terminate the employment
relationship at any time for any reason.
13. SEVERABILITY. The language of all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning. The
parties believe the time restrictions herein to be reasonable to
protect business activity. However, in the event that a court of
competent jurisdiction deems any provision hereof to be unreasonable,
void or unenforceable, such provision(s) shall be deemed severed from
the remainder of the Agreement, which at the sole discretion of Company
shall continue in all other respects to be valid and enforceable.
14. SURVIVAL. The parties expressly acknowledge and agree that the
provisions set forth in Sections 6 through 20 of this Agreement that by
their express or implied terms extend
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beyond the expiration of this Agreement or the termination of
Employee's employment under this Agreement shall continue in full force
and effect, notwithstanding Employee's termination of employment under
this Agreement or the termination of this Agreement.
15. COMPLETE AGREEMENT. This Agreement sets forth all of the terms and
conditions of the agreement between the Parties concerning the subject
matter hereof and any prior oral communications are superseded by this
Agreement.
16. BINDING EFFECT/APPLICABLE LAW. This Agreement and all of Employee's
obligations arising under it shall be governed by, and construed under
the law of the State of Illinois; shall survive the termination of
Employee's employment regardless of the manner of such termination; and
shall be binding upon Employee's heirs, executors and administrators.
The parties agree that any suit, action or proceeding with respect to
this Agreement shall be brought in the courts of Xxxx County of the
State of Illinois or in the U.S. District Court located in the Xxxx
County of the State of Illinois. The parties hereto hereby accept the
exclusive jurisdiction of those courts for the purpose of any such
suit, action or proceeding. The parties hereto hereby irrevocably
waive, to the fullest extent permitted by law, any objection that any
of them may now or hereafter have to delaying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or
any judgment entered by any court in respect thereof brought in the
State of Illinois and hereby further irrevocably waive any claim that
any such suit, action or proceeding brought in the State of Illinois
has been brought in an inconvenient forum.
17. AMENDMENT. This Agreement may not be altered, amended or modified
except in writing signed by the parties.
18. BENEFIT. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, personal representatives,
successors and assigns.
19. NOTICE. Any notice or other communication required or permitted to be
given to a party pursuant to this Agreement shall be in writing and
shall be determined to have been duly given when delivered personally
or sent by Unites States certified or registered mail, return receipt
requested, postage prepaid, as follows:
As to Company: Metal Management, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to: King & Spalding LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: E. Xxxxxxx Xxxxx, II
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As to Employee: Xxxxxx X. Xxxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
With a copy to: Xxxxxxxxxxx X. Xxxxxx
Xxxxxxxx & Xxxxxxx, P.S.C.
3000 National City Tower
000 X. Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Either party may change such party's address for the purpose of this
Section 19 by written notice given in the manner herein provided. In
the event of notice by certified or registered mail, such notice shall
be effective upon receipt or refusal to receive.
20. OPPORTUNITY TO REVIEW. Employee was given this Agreement on April 20,
2004 and had the opportunity to consult with an attorney regarding the
restrictions in this Agreement and Company and Employee have engaged in
negotiations over the terms of this Agreement prior to Employee's
execution of this Agreement. Employee shall not be hired unless
Employee executes and returns this Agreement to Company on or before
April 27, 2004 (or such later date as may be requested by Employee and
agreed to by Company in its sole discretion).
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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first above written.
METAL MANAGEMENT, INC.
By
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Xxxxxxx X. Xxxxx
President
EMPLOYEE
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Xxxxxx X. Xxxxxxxx