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RETAINER AGREEMENT
This Agreement made and entered into as of the first day of March 1997
between ACME METALS INCORPORATED, a Delaware corporation ("Acme") and XXXXX X.
X. XXXXXXX ("Xx. Xxxxxxx").
RECITALS
WHEREAS, Xx. Xxxxxxx has been employed by Acme for many years in senior
executive positions, including a member and Chairman of the Board of Directors
and Chief Executive Officer, during which time he has acquired valuable
experience and knowledge regarding Acme's businesses; and
WHEREAS, Xx. Xxxxxxx has elected to retire from active employment with
Acme as of the last day of February 1997; and
WHEREAS, Acme wishes to continue to have available to it Xx. Xxxxxxx'x
experience and knowledge in the capacity of a non-employee Chairman of the
Board of Directors of Acme and Xx. Xxxxxxx is willing to provide such services
to Acme upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter contained, the parties agree as follows:
1. MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS
Xx. Xxxxxxx'x current term as a member of Acme's Board of Directors
expires at the 1998 Annual Meeting of Shareholders (April 1998), Xx. Xxxxxxx
agrees to continue to serve as a non-employee member and as the elected
Chairman of Acme's Board of Directors for the balance of his
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current term, performing such duties and responsibilities as are related to
such positions and perform such other tasks as, from time to time, may be
reasonably directed by the President and Chief Executive Officer or by the
Board of Directors of Acme.
2. COMPENSATION
a. MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS. Xx.
Xxxxxxx, so long as he continues to serve his current or any
subsequent term of office as a member of Acme's Board of Directors
to which he is elected, Acme shall pay Xx. Xxxxxxx a retainer of
One Hundred Thousand and no/100 Dollars ($100,000.00), payable in
quarterly installments of Twenty-Five Thousand and no/100 Dollars
($25,000.00). In addition to this retainer, Xx. Xxxxxxx shall be
paid those fees paid to non-employee directors for attendance at
meetings, including those payable as a member or chairman of any
committee thereof; and, he shall be entitled to such benefits and
reimbursements as may be payable to non-employee directors of Acme.
b. EXPENSES. Acme shall reimburse Xx. Xxxxxxx for all
direct expenses incurred in the performance of services hereunder
in accordance with Acme's expense reimbursement policies and
practices.
c. PRORATION. In the event services shall be rendered for
less than a full calendar quarter, then the quarterly installment
shall be prorated.
d. SERVICES. In addition to the compensation and fees
payable hereunder, Acme shall provide Xx. Xxxxxxx with the
following services and benefits at Acme's expense:
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i. the use of an office at Acme's business offices located at
00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, including
secretarial, telephone, fax and similar business office
services;
ii. continued participation in Acme's Automobile
Reimbursement Program comparable to the level of participation
of a full-time executive officer of Acme;
iii. payment or reimbursement of Xx. Xxxxxxx'x dues at the
Midlothian Country Club;
iv. payment or reimbursement of the fees of Xx. Xxxxxxx'x
tax preparer for preparing and filing his federal, state and
local income tax returns consistent with Acme's program for
executive officers; and
v. participation in Acme's Key Person Physical Examination
Program.
e. ADDITIONAL TAXES. To the extent, in respect of any
calendar year receipt by Xx. Xxxxxxx of the services and
benefits described in Section 3.d. above which shall result in
additional taxable income to him for federal income tax purposes, Acme
shall pay to him promptly after determination thereof an amount equal
in cash to such additional taxable income multiplied by Xx. Xxxxxxx'x
marginal federal income tax rate for such year.
3. TERM.
This Agreement shall commence as of the first day of March 1997
and shall terminate on the day of Acme's 1998 Annual Meeting of Shareholders
(e.g., on or about April 30, 1998), subject to its earlier termination as
follows:
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a. In the event of Xx. Xxxxxxx'x death, this Agreement shall terminate
as of the end of the calendar quarter in which his death shall
occur.
b. In the event Xx. Xxxxxxx shall suffer any physical or mental
disability which, in Acme's sole discretion, prevents the satisfactory
performance of the services to be rendered hereunder by Xx. Xxxxxxx for
a continuous period of three months, Acme may terminate this Agreement
upon written notice to Xx. Xxxxxxx at any time during the continuance
of such disability.
c. Thirty days after Acme's receipt of written notice from Xx. Xxxxxxx
of his election to terminate this Agreement.
4. NON-COMPETITION.
During the term of this Agreement and continuing for a period of two (2)
years after the termination of this Agreement Xx. Xxxxxxx shall review with and
obtain the consent of Acme's Chief Executive Officer prior to rendering
consulting services to a competitor of Acme or engaging in competition,
directly or indirectly, with Acme. Xx. Xxxxxxx shall not during the term of
this Agreement and thereafter disclose to any person (except as shall be
authorized by Acme) any confidential business or proprietary information or
trade secrets of Acme obtained by him during and in connection with his prior
service with Acme or during the term of this Agreement.
5. INDEPENDENT CONTRACTOR.
It is expressly understood and acknowledged by the parties hereto that Xx.
Xxxxxxx is an independent contractor and has entered into this Agreement as a
principal, not as an agent or employee of Acme. As an independent contractor,
it shall be Xx. Xxxxxxx'x responsibility to report and pay any and all federal,
state and local taxes or assessments of any kind whatsoever imposed by
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law or which may be required in connection with the performance of consulting
services pursuant to this Agreement or the payment of monies for services
rendered hereunder.
6. GENERAL PROVISIONS.
a. This Agreement shall be construed in accordance with and
governed by the laws of the State of Illinois.
b. Notices served hereunder shall be deemed sufficient if sent by
United States first class registered or certified mail, postage
prepaid, to the following addresses or at such other addresses as the
parties may hereafter in writing designate:
Acme Metals Incorporated
Office of the Secretary
00000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Xxxxx X. X. Xxxxxxx
00 Xxxxxx Xxxx Xxxxx
Xxxxx Xxxxxxx, Xxxxxxxx 00000
c. This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof; and, this Agreement
shall not be modified in any manner except by written agreement signed by
both parties.
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IN WITNESS WHEREOF the parties have cause this Agreement to be duly
executed as of the date first specified above.
ACME METALS INCORPORATED
by /s/ S. D. Xxxxxxx
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S. D. Xxxxxxx
President and Chief Executive Officer
/s/ Xxxxx X. X. Xxxxxxx
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Xxxxx X. X. Xxxxxxx
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