ADDENDUM TO THE SEVERANCE AGREEMENT DATED MAY 11, 2004 BETWEEN PAMELA G. BOONE AND MAVERICK TUBE CORPORATION
Exhibit
10.23.1
ADDENDUM
TO THE SEVERANCE AGREEMENT DATED MAY 11, 2004 BETWEEN
XXXXXX X.
XXXXX AND MAVERICK TUBE CORPORATION
This
Addendum to the Severance Agreement dated May 11, 2004 between Xxxxxx X. Xxxxx
and Maverick Tube Corporation (the "Addendum") is made as of the 12th day of
January, 2005, by and between MAVERICK TUBE CORPORATION, a Delaware corporation
(the "Company"), and Xxxxxx X. Xxxxx ("Executive").
WHEREAS,
the Board of Directors of the Company ("Board") has determined that it is in the
best interests of the Company and its stockholders to modify the current
Severance Agreement between Executive and Company; and
WHEREAS,
the Board, in consideration for said modification desires to obtain a full
release of all claims from Executive;
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged, the Company and the Executive hereby agree as
follows:
1. Severance
Pay Trigger.
If the
employment of Executive is terminated, whether voluntarily or involuntarily for
any reason whatsoever within one hundred eighty (180) days of the earlier of
March 15, 2005 or the appointment of a new Chief Financial Officer by the
Company, the Company shall pay Executive a lump sum of $332,100 (such sum equal
to eighteen (18) months current base compensation on the date such termination
occurs (“Effective Date” plus eighteen (18) months of Executive’s COBRA benefit
premiums). Except as specifically provided herein, no other severance payments
or benefits will be furnished or paid, and all contributions or deductions, if
any shall cease as of the Effective Date.
2. Release
of Company.
In
consideration of the benefits provided by this Addendum and the stipulations and
covenants made hereunder, Executive, with the intent of binding herself and her
successors, heirs, assigns, attorneys, and family members, hereby releases and
forever discharges the Company and its parents, affiliates, subsidiaries and
other related companies and each of their officers, directors, agents,
representatives and employees from and against any and all liabilities, claims,
grievances, demands, charges, actions and causes of action whatsoever which
first arose prior to and through the date on which this Addendum is executed,
including but not limited to, any and all claims arising under or pursuant to
The Age Discrimination in Employment Act of 1967 as amended, 29 U.S.C. §621
et seq.; The
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001
et seq.; Title
VII of the Civil Rights Act of 1964, as amended, 42 U.S.C., §2000e et seq.; The
Civil Rights Act of 1991, 42 U.S.C. §1981(a) et seq.; The
Americans with Disabilities Act of 1990, 00 X.X.X. §00000, et seq.; The
Missouri Human Rights Act, 213.010 RSMo et seq.; The
Missouri Service Letter Statute §290.140 RSMo et seq., and
any and all other statutes or ordinances, and any and all claims arising under
or pursuant to common law. Executive expressly waives the benefit of any statute
or rule of law which, if applied to this Addendum, would otherwise exclude from
its binding effect any claims not known by Executive to exist. Executive also
agrees that she will not institute any claims for damages or for other relief by
charge or otherwise, nor will she authorize, encourage, or induce any other
person or entity, governmental or otherwise, to enter into any claim for damages
or for other relief via administrative or legal proceedings against the Company
for any such claims and should she do so she will immediately tender back all of
the Severance Payments referred to in Paragraph 1 of this Addendum and pay all
costs and expenses (including attorneys’ fees) incurred by the Company and any
other defendant in defending such claims.
3. Release
of Executive.
In
consideration of the benefits provided by this Addendum and the stipulations and
covenants made hereunder, the Company and its parents, affiliates, subsidiaries
and other related companies and each of their officers, directors, agents,
representatives and employees, with the intent of binding itself and its
successors and assigns, hereby releases and forever discharges Executive from
and against any and all liabilities, claims, grievances, demands, charges,
actions and causes of action whatsoever which first arose prior to and through
the date on which this Addendum is executed, including but not limited to, any
and all claims arising under or pursuant to any Federal or state statute,
regulation, contract, common law, tort, equity, and any and all other claims.
The Company expressly waives the benefit of any statute or rule of law which, if
applied to this Addendum, would otherwise exclude from its binding effect any
claims not known by the Company to exist. The Company also agrees that it will
not institute any claims for damages or for other relief, nor will it authorize,
encourage, or induce any other person or entity, governmental or otherwise, to
enter into any claim for damages or for other relief via administrative or legal
proceedings against Executive for any such claims and should it do so it will
pay all costs and expenses (including attorneys’ fees) incurred by Executive and
any other defendant in defending such claims.
4. Review
of Public Statements.
Executive shall be informed by Company if it intends to issue a written public
statement that include Executive’s name. Executive shall have the right to
review any such written statement prior to its issuance. The Company, however,
shall retain sole authority with respect to the contents of any such written
communication.
5. Affirmation.
Executive affirms that she has not filed, caused to be filed, or presently is a
party to any claim, complaint, or action against the Company in any forum or
form.
6. Post-Termination
Matters. In the
event Executive’s employment with the Company ends during the 18 month time
period set forth in Paragraph 1 above, then the following terms shall apply:
First, should Executive breach any provision of this Addendum, she shall be
required to immediately tender back all payments made by the Company pursuant to
Paragraph 1 of this Addendum. Second, Executive
agrees not to apply for or accept employment or re-employment with Company, or
any parent, affiliate, subsidiary or related company. Third, the Company and
Executive agree that each shall make no statement or take any action that
disparages the other. Fourth, Executive agrees that she shall not attempt to
induce other employees of the Company to leave their employment with the
Company.
7. Acceptance.
Executive acknowledges that she has been given twenty-one (21) days from the
date she receives this Addendum to consider, sign and accept it. Executive
further acknowledges and agrees that this period constitutes a reasonable amount
of time during which to consider this Addendum.
8. Revocation
Period. For a
period of seven (7) days following the execution of this Addendum, Executive may
revoke the Addendum and the Addendum shall not become effective or enforceable
until this Revocation Period has expired.
9. Attorney
Consultation.
Executive
has the right to consult with an attorney with respect to this Addendum and
should exercise that right. Company shall reimburse Executive for her reasonable
legal fees incurred associated with the review of this Agreement up to the
amount of three thousand dollars ($3,000), which shall be grossed up for tax
consequences to Executive according the Company’s internal formula. Said
reimbursement shall be payable within fifteen (15) days upon remittance of
supporting documentation which must be submitted by Executive no later than
September 15, 2005. Company shall not be responsible for any legal fees or
expenses associated with the termination, whether voluntary or involuntary, of
Executive’s employment.
10. No
Other Inducement.
Executive represents and warrants that no promise or inducement has been offered
or made except as set forth herein and that this Addendum is executed without
reliance upon any statement or representation by Company or any person acting on
its behalf.
11. Knowing
and Voluntary Waiver.
Executive expressly acknowledges that the waiver of her claims, including but
not limited to any and all claims arising under or pursuant to The Age
Discrimination in Employment Act of 1967 as amended, 29 U.S.C. §621 et seq..; The
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001
et seq.; Title
VII of the Civil Rights Act of 1964, as amended, 42 U.S.C., §2000e et seq.; The
Civil Rights Act of 1991, 42 U.S.C. §1981(a) et seq.; The
Americans with Disabilities Act of 1990, 00 X.X.X. §00000, et seq.; The
Xxxxxxxx-Xxxxx Act of 2002; The Missouri Human Rights Act, 213.010 RSMo
et seq..; The
Missouri Service Letter Statute §290.140 RSMo et seq., and
any and all other statutes or ordinances, and any and all claims arising under
or pursuant to common law, is knowing and voluntary and that this waiver is part
of this Addendum. Executive also expressly acknowledges that the waiver and the
Addendum have been written in a manner calculated to be, and which is,
understood by Executive, and Executive is not waiving rights for claims first
arising under the Age Discrimination in Employment Act after the date this
Addendum is signed and that the rights and claims that she is waiving are in
exchange for consideration to which he is not otherwise entitled.
12. Advice.
Executive expressly agrees that: (1) she has carefully read and understands this
Addendum; (2) she has been given twenty-one (21) days within which to consider
this Addendum; (3) she has been advised to consult with an attorney regarding
this Addendum, its meaning and application; and (4) she is signing this Addendum
knowingly and voluntarily of her own free will and with the intent of being
bound by it.
13. Addendum
Controls. To the
extent that any provision of this Addendum conflicts with any provision of the
Severance Agreement, said provision in this Addendum will supersede any such
conflicting provision. Except as modified by this Addendum, the Severance
Agreement dated May 11, 2004, and any other agreements between Executive and the
Company shall remain in effect.
IN
WITNESS WHEREOF, the Parties hereby execute this Addendum as of the date written
below.
|
By: |
/s/
C. Xxxxxx Xxxxx | ||
|
Name: |
C.
Xxxxxx Xxxxx | ||
|
Title: |
CEO | ||
|
Executive: | |||
|
/s/
Xxxxxx X. Xxxxx | |||
|
Xxxxxx
X. Xxxxx | |||
|
Dated: |
March
14, 2005 |
||
