Exhibit 10.17
December 30, 1994
Xx. Xxxxxx X. Xxxxxx
000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Amended and Restated Employment Agreement
Dear Xx. Xxxxxx:
Reference is made to the employment agreement, dated December
6, 1989, as amended by letter agreements, dated January 23, 1993 and September
28, 1994, between Special Metals Corporation (hereinafter referred to as the
"Company") and you (as so amended, the "Employment Agreement"). The Board of
Director desires, and by your signature below you have indicated that you are
agreeable, to amend and restate the Employment Agreement to read as follows:
1. You shall serve the Company's President, and Chief
Operating Officer, or in such other senior executive positions reasonably
acceptable to you as the Company may direct, performing all duties reasonably or
necessarily relating to your position or as shall be assigned to you from time
to time by the Company, devoting your best energies and abilities to the
performance of such duties. If such positions are not reasonably acceptable to
you, you may terminate this Agreement and your employment hereunder by giving
the Company written notice and such termination shall be treated as a
termination for reasons other than cause under paragraph 10 and you shall be
entitled to the benefits described in paragraph 10 during the Severance Period
(as therein defined). You have been appointed to the Boards of Directors of the
Company and Special Metals and Technologies Corporation, its holding company,
and shall enjoy the duties and privileges of such directorships as provided by
the by-laws of these respective corporations. You shall serve on these Boards
without further compensation.
2. Your employment with the Company commenced on January 1,
1990 and shall continue, except as otherwise provided in paragraph 10, for
eighteen (18) months from the date you receive advance written notice of
termination from the Company.
3. Your base salary shall be One Hundred and Eighty-Three
Thousand Nine Hundred and Ninety-Six Dollars ($183,996) per annum (which is
presently subject to a temporary 6% reduction until such time as the Company may
determine otherwise), payable in periodic installments no less frequently than
on a monthly basis. You shall be eligible for a salary review based on your
performance periodically during the term of this Agreement. Salary reviews will
be in accordance with the Company's salary review policy then applicable.
Xx. Xxxxxx X. Xxxxxx
4. During the term of this Agreement you shall be eligible to
participate in the Company's bonus and profit sharing plans to the extent that
such plans are offered by the Company to its employees and pursuant to such
plans' terms and conditions.
5. The Company has provided and shall continue to provide you
with the potential to receive an equity interest as described in the Special
Metals Corporation Equity Appreciation Rights Plan, dated December 6, 1989, a
copy of which has been previously provided to you and is incorporated herein. As
provided in Section 5.6(g) of such Plan, in the event of a "Change of Control"
(as such term is defined in Section 3.1(d) thereof), you will be entitled to
exercise all Equity Appreciation Rights which have been granted and are then
exercisable determined without regard to the five year waiting period prescribed
by such Section for a period of 60 days following the date of the Change of
Control.
6. The Company has offered and shall continue to offer you
participation in its Salaried Pension Plan in addition to a supplemental plan as
described in the documents entitled Supplemental Executive Retirement Program
Study and Special Metals Corporation Supplemental Retirement Income Plan, dated
December 6, 1989, a copy of which has been previously provided to you and is
incorporated herein. As provided in Article IV of such Plan, in the event you
terminate your employment by reason of a "Change of Control" (as such term is
defined in Section 2.1(D) thereof), your right to receive a benefit thereunder
will become 100% vested and payable pursuant thereto.
7. The Company shall provide you with those of its standard
employee benefits plans which have been previously explained to you. During the
term of this Agreement you will be eligible to participate in such employee
benefits plans, pursuant to their respective terms and conditions as they may be
modified from time to time.
8. The Company will reimburse you for your use of your
personal car for Company business when automobile transportation is called for
and it is reasonable to expect you to use your personal car. Such reimbursement
shall be at the mileage rate typically paid at the time by the Company for
reimbursement for use of a personal car for Company business. In addition, the
Company will reimburse you for club memberships pursuant to the terms of its
applicable policy relating to same.
9. The Company and any successor thereto shall honor the
provisions of this Agreement in the event that during its term a "change of
control" occurs. For the purposes of this Agreement, a "change of control" shall
mean any one transaction or series of related transactions which causes the
ownership of all or substantially all of the then assets of the Company to be
transferred or beneficial
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Xx. Xxxxxx X. Xxxxxx
ownership or voting rights with respect to more than fifty percent of the then
outstanding capital stock of the Company to be transferred. Such transaction or
transactions shall include without limitation: (i) a consolidation or merger of
the Company with or into another corporation; (ii) the sale or transfer of (a)
all or substantially all of the Company's assets or (b) more than one-half of
the value or voting power of the stock of any subsidiary or affiliated
corporation of the Company or the product of a taxable or non-taxable spin-off,
split-up or split-off; (iii) the creation of a voting trust; (iv) any other
method excluding sales or transfers of shares by or between current
shareholders; or (v) the effective change of control from Aubert et Xxxxx to
another entity. A "change of control" shall not include any trans action or
series of related transactions within Aubert et Xxxxx or between the
shareholders of Aubert et Xxxxx.
10. During the term of this Agreement, the Company may
terminate it and discharge you for cause upon 30 days written notice to you from
the Company. Upon written notice to you from the Company of a termination for
reasons other than other than cause during the term of this Agreement, the
Company shall provide you with: eighteen (18) months (the "Severance Period")
severance pay at your then current salary (but in no event less than $183,996
per annum), payable in accordance with the Company's normal payroll cycle; bonus
and profit sharing payments, subject to the terms of the Company's bonus and
profit sharing plans, if any; the continuance of employee benefits during the
Severance Period; and appropriate out-placement services for a reasonable period
of time in any event not to exceed six months. After providing notice of
termination of this Agreement for reasons other than cause during its term, the
Company may not assign you any duties or responsibilities (it being understood
that you shall have time to seek other suitable employment).
11. You agree that in consideration of your employment by the
Company and the salary and other values paid to you during the Employment
Period, you will (a) disclose to the Company all "inventions" of any class (as
hereafter defined) which you have made or may hereafter make, (b) make, at the
Company's expense, such applications for United States and foreign patents
covering said inventions as the Company may request, (c) assign to the Company
without further compensation to you the entire title and right to all said
inventions and applications, and (d) execute, acknowledge and deliver at the
request of the Company all papers, including patent applications, assignments
and applications for reissue and do all other rightful acts which the Company
may consider necessary to secure to the Company the fullest rights to said
inventions and to patents in the United States and foreign countries covering
the same. The "inventions" which shall come under this Agreement shall include
all inventions conceived or developed by you either solely or jointly with
others during the Employment Period and for one year thereafter which either (i)
are made in the performance of your duties to which you are assigned during the
Employment Period, (ii) are made with the use of the time, material or
facilities of the Company, or (iii) relate to any apparatus, method, process,
substance, or article of manufacture within the scope of or usable in connection
with the
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Company's field of activity or contemplated field of activity, including the
subject matter of any manufacturing, selling, testing, research, or experimental
activity. You further agree to hold in strict confidence and not to divulge to
others nor to make use thereof, except for the purposes of the Company, both
during and after the Employment Period any and all confidential information
obtained in the course of your employment and concerning the Company's methods
of manufacture, machines, products, designs, drawings, patterns, formulas,
engineering or test data, inventions, patent applications, or other confidential
subject matter of the Company.
12. This Agreement is made and entered into in the State of
New York and the laws of New York State shall govern its validity and
interpretation and the performance by the parties hereto of their respective
duties and obligations hereunder. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect. This Agreement and its attachments
and the documents between the parties respecting your employment and there are
no representations, warranties or commitments, except as set forth herein. This
Agreement may be amended only by an instrument in writing executed by the
parties hereto.
If the foregoing is acceptable to you, please execute the
duplicate original of this letter in the space provided below and return one
fully executed original to me.
Very truly yours,
SPECIAL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx
Chairman of the Board
ACCEPTED AND AGREED to
this 30th day of December, 1994.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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