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Exhibit 10(p)
SEPARATION AGREEMENT
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THIS SEPARATION AGREEMENT is entered into this 17th day of December,
1997, by and between Oglebay Norton Company, a Delaware Corporation (the
"Company"), and R. Xxxxxx Xxxxx, Xx. ("Employee")
WITNESSETH:
WHEREAS, R. Xxxxxx Xxxxx, Xx. has for many years enjoyed an employment
relationship with the Company which has continued without interruption to the
present; and
WHEREAS, the parties mutually desire to enter into a comprehensive
agreement to settle and satisfy all claims as related to the termination of said
employment relationship;
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties agree as follows:
1. EMPLOYMENT TERMINATION. The parties hereby acknowledge and agree that
the employment relationship between the Company and Employee will be terminated
as of June 30, 1999.
A. Effective as of January 1,1998, Employee will step down as
President and Chief Executive Officer of the Company.
Employee will retain his position as Chairman of the Board
until the time of the 1998 Annual Meeting. Employee will
maintain his
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Board seat until the completion of his term in April of
1999. Re-election to the Board will be at the discretion
of the Nominating Committee and the shareholders.
B. The Company agrees to pay Employee a bonus for 1997 to
equal not less than $225,000.00.
C. Employee will continue to be employed by the Company in the
capacity of a consultant until June 30, 1999. During such
period the Company agrees to pay compensation for such
services at a rate not less than his current base rate
including a bonus of not less than the target amount as set
forth in the bonus plan, or four hundred sixty-five
thousand dollars ($465,000.00) per year whichever is
greater. The Company shall further provide all other
benefits as are provided to full-time salaried employees
of the Company.
2. LIFE INSURANCE. The Company further agrees to pay all premiums on
Employee's seven hundred and twenty thousand dollar ($720,000.00)
Executive Life Insurance Policy until such time as the policy is
paid in full.
3. RETIREMENT BENEFITS. Commencing July 1, 1999, the Company agrees
to provide Employee with retirement benefits in accordance with
the retirement plan in existence at that time.
4. RETIREMENT PLANNING FEES. The Company shall pay up to $5,000.00
for any and all retirement planning consultation deemed necessary
by Employee prior
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to his retirement on June 30, 1999. In addition to the payment and
reimbursement of expenses for such consultation, the Company shall
pay to Employee an additional amount sufficient to pay all
federal, state and local taxes incurred by Employee as a result of
(a) the payment of the expense or receipt of the reimbursement and
(b) the receipt of the additional payment.
5. OFFICE SPACE. The Company further agrees to provide employee with
a furnished office and necessary support services, including
personal computer, telephone, fax, copying and secretarial
services until June 30, 2004. Said office will be located off the
company premises at a place of Employee's preference.
6. CLUB MEMBERSHIPS. Membership dues and assessments for the Union
Club will be paid by the Company through June 30, 2002. Membership
dues and assessments for the Pepper Pike Club and the 50 Club
shall be paid by the Company for as long as Employee desires to
maintain his membership.
7. ENTIRE AGREEMENT. This Separation Agreement contains the entire
agreement between the parties and the terms hereof are contractual
and not mere recitals. All prior agreements between the parties
relating to employee's employment are hereby terminated. No
modification or amendment of this Agreement shall be valid or
binding unless contained in a written instrument and signed by the
parties hereto.
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8. GOVERNING LAW. This Agreement shall be construed under the laws of
the State of Ohio and shall in all respects be interpreted,
enforced and governed under the law of said State.
OGLEBAY NORTON COMPANY
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Director
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Director
DATE: 12/17/97
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/s/ R. Xxxxxx Xxxxx, Xx.
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R. Xxxxxx Xxxxx, Xx.
DATE: Dec. 17, 1997
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