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Exhibit 10.2
REIMBURSEMENT AGREEMENT
THIS AGREEMENT is made as of the 12th day of July, 2001 by and
between SPECIAL METALS CORPORATION, a Delaware corporation, having its principal
office in New Hartford, New York, United States of America (hereinafter referred
to as "SMC"), and SPECIAL METALS SARL, a societe anonyme organized under the law
of the Republic of France, having its principal office in Paris, France
(hereinafter referred to as "SARL").
W I T N E S S E T H :
WHEREAS, SMC , on behalf of itself and its direct and indirect
subsidiaries, including SARL, has entered into an Agreement For Executive
Services with Xxxxxxxx Xxxxxxx de Janvry (the "Executive") dated as of July 12,
2001 (the "Executive Services Agreement"); and
WHEREAS, pursuant to the Executive Services Agreement SMC has
agreed to direct SARL to make certain payments to the Executive for his
services; and
WHEREAS, SARL is willing to make payments to the Executive as directed by SMC,
provided that SMC reimburses SARL for the amount of all such payments.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby mutually covenant and agree as follows:
1. As directed by SMC, SARL shall make payments to the
Executive pursuant to the Executive Services Agreement.
2. SMC shall promptly reimburse SARL for all such payments
made to the Executive pursuant to SMC's direction.
3. This Agreement supersedes any and all other Agreements,
either oral or written, between the parties with respect to the subject matter
hereof. Any modification of this Agreement shall be effective only if it be in
writing, signed by the party sought to be charged.
4. This Agreement may not be assigned without the express
written consent of the other party.
5. The laws of the State of New York, United States of America
shall govern this Agreement.
6. This Agreement may be separately executed in counterparts.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Reimbursement
Agreement to be duly executed by its proper representatives as of the day and
year first above written.
SPECIAL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice-President, Secretary and Chief Legal Counsel
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SPECIAL METALS SARL
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Gerant
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