EXHIBIT 10.4
EXECUTIVE OFFICER SEVERANCE AGREEMENT
(AS AMENDED AND RESTATED TO REFLECT CHANGES
ADOPTED BY THE BOARD ON NOVEMBER 21, 1996)
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CONFIDENTIAL
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_______________, 19___
_________________________
_________________________
_________________________
Dear _______________:
Reference is made to the agreement between us, ________________, 19___ (the
"Agreement"), setting forth the benefits to be provided to you in the event of
the termination of your employment upon the circumstances therein specified.
Upon your execution of a counterpart of this letter, the Agreement shall be
deemed amended and, as so amended, is restated in its entirety to read as
hereinafter set forth.
AK Steel Corporation ("AKS"), since its formation, has established itself as a
strong competitor in the carbon flat rolled steel industry. Continuity of the
management of AKS is a critical factor to the continued growth and success of
AKS. The Board of Directors ("Board") of AK Steel Holding Corporation
("Holding"), of which AKS is a wholly-owned subsidiary, believes it is in the
best interest of Holding and AKS to reinforce and encourage the continued
attention and dedication of key members of management to their assigned duties.
In consideration of the mutual promises contained herein, it is hereby agreed
that Holding shall cause AKS to provide and AKS shall provide to you, and you
shall receive from AKS, the benefits set forth in this Agreement if your
employment by AKS (including, for the purposes hereof, its subsidiaries and
Affiliates, as hereinafter defined) is terminated during the term of this
Agreement as provided herein.
1. Purpose
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This Agreement establishes certain basic terms and conditions relating to
your employment with AKS, and special arrangements relating to the
termination of your employment with AKS for any reason other than: (i) your
voluntary retirement; (ii) your becoming totally and permanently disabled
under the AKS long-term disability plan or policy; or (iii) your death. This
Agreement supersedes all prior agreements with AKS or any predecessor
business, as well as all other AKS severance policies
and practices, except to the extent incorporated or restated herein.
Notwithstanding the foregoing, neither the termination of your employment
nor anything contained in this Agreement shall have any affect upon your
rights under (i) any tax-qualified "pension benefit plan", as such term is
defined in the Employee Retirement Income Security Act of 1974, as amended
(ERISA), (ii) any "welfare benefit plan" as defined in ERISA, including by
way of illustration and not limitation, any medical, surgical or
hospitalization benefit coverage or long-term disability benefit coverage,
or (iii) any non-qualified deferred compensation arrangement, including by
way of illustration and not limitation, any non-qualified pension plan or
deferred compensation plan.
2. Employment
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During the term of this Agreement:
(a) you will be employed by AKS (including for this purpose any direct or
indirect subsidiary or Affiliate of AKS to which you may be transferred)
in your present position or in a position that is at least comparable to
your present position in compensation, responsibility and stature and
for which you are suited by education and background;
(b) you will continue to be eligible to participate in any employee benefit
plan of AKS in accordance with its terms; and
(c) you will be entitled to the same treatment under any generally
applicable employment policy or practice as any other key member of
management of AKS whose position in the AKS organization is at a level
of responsibility comparable to yours.
Those plans, policies and practices that generally apply to other key
members of management of AKS will be referred to in this Agreement as your
"Employment Benefits." Your Employment Benefits may be modified from time to
time after the date hereof without violation of this Agreement if the
changes apply generally to other key members of management of AKS.
3. Term of Agreement
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This Agreement shall be deemed effective as of ______________, 19____ (the
"Effective Date") and shall continue in effect through the later of: (i) the
fifth anniversary of the Effective Date or (ii) the completion of full
payment of all benefits promised hereunder. This Agreement shall be
automatically renewed annually from and after the fifth anniversary of the
Effective Date unless written notice of non-renewal is given by you or by
AKS at least ninety (90) days prior to the expiration
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of the term, including any extension thereof.
4. Termination of Employment
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Your employment may be terminated in accordance with any of the following
paragraphs. The date upon which the termination of your employment becomes
effective is hereinafter referred to as the "Date of Termination". The
period between the date of notice of termination and the Date of Termination
is referred to as the "Notice Period".
(a) Involuntary Termination Without Cause
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AKS may terminate your employment without Cause (as defined in Section
4(b) below), but only upon written notice given to you by AKS not less
than thirty (30) days prior to the Date of Termination. During the
Notice Period, you shall continue to receive your full salary and
Employment Benefits. From and after the Date of Termination, pursuant to
this Section 4(a), you shall be entitled to those benefits provided
under Section 5.
(b) Involuntary Termination for Cause
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AKS may terminate your employment for Cause, but only upon written
notice, specifying the facts or circumstances constituting such Cause,
which notice may be given on or at any time prior to the Date of
Termination. For the purposes of this Section 4(b), "Cause" means a
willful engaging in gross misconduct materially and demonstrably
injurious to AKS. "Willful" means an act or omission in bad faith and
without reasonable belief that such act or omission was in or not
opposed to the best interests of AKS. From and after your Date of
Termination, pursuant to this Section 4 (b), you shall only be entitled
to those benefits provided under Section 8.
(c) Voluntary Termination Without Good Reason
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You may voluntarily terminate your employment without Good Reason (as
defined in Section 4 (d) below), but only upon written notice given to
AKS by you not less than thirty (30) days prior to the Date of
Termination. During the Notice Period, you shall continue to receive
your full salary and Employment Benefits, provided you satisfactorily
perform your duties during the Notice Period (unless relieved of those
duties by AKS). From and after the Date of Termination, pursuant to this
Section 4 (c), you shall only be entitled to those benefits provided
under Section 8.
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(d) Voluntary Termination for Good Reason
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You may voluntarily terminate your employment for Good Reason (as herein
defined), but only upon written notice, specifying the facts or
circumstances constituting such Good Reason, given to AKS by you at
least thirty (30) days prior to the Date of Termination and not more
than sixty (60) days following the occurrence of the circumstances
constituting such Good Reason. For the purposes of this Section 4(d),
"Good Reason" shall mean the occurrence, without your express written
consent, of any of the following circumstances (unless, in the case of
clauses (i), (v), (vi), (vii) or (viii) below, such circumstances are
fully corrected prior to the Date of Termination specified in the notice
of termination):
(i) the assignment to you of any duties inconsistent with your
position within AKS or a significant adverse alteration in the
nature or status of your responsibilities or the conditions of
your employment;
(ii) a reduction by AKS in your annual base salary provided, however,
that no such reduction shall reduce your benefits under Section 5
if you have given timely notice pursuant to this Section 4(d);
(iii) a requirement by AKS that you be based anywhere other than the
principal executive offices of AKS except for required travel on
AKS business to an extent substantially consistent with your
customary business travel obligations;
(iv) the failure of AKS to pay to you any portion of your compensation
within seven (7) days of the date such compensation is due;
(v) the failure of AKS, at any time within 24 months following the
occurrence of a Change In Control (as defined in Section 7(b)
hereof), to continue in effect any compensation plan in which you
participated immediately prior to such Change In Control, which
plan is material to your total compensation, unless an equitable
arrangement (embodied in an ongoing substitute or alternative
plan) has been made with respect to such plan, or the failure of
AKS to continue your participation in such compensation plan (or
in such substitute or alternative plan) on a basis not materially
less favorable to you, both in terms of the amount of benefits
provided and the level of your participation relative to other
participants, than that existing immediately prior to such Change
In Control;
(vi) any material reduction, except to the extent permitted by Section
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hereof, in your Employment Benefits;
(vii) the failure of AKS to obtain a satisfactory agreement from any
successor corporation to assume and agree to perform this
Agreement, as contemplated in Section 15 hereof;
(viii) any purported termination of your employment by AKS that is not
effected in compliance with the provisions of Section 4(a) or 4(b)
hereof, as the case may be;
(ix) notice of non-renewal is given by AKS pursuant to Section 3 of
this Agreement.
If you give notice of termination for Good Reason, then, during the Notice
Period (which shall not exceed 60 days), you shall continue to receive your full
base salary and Employment Benefits as in effect prior to the occurrence of the
circumstances constituting such Good Reason, subject to the right of AKS to make
changes to your Employment Benefits to the extent permitted by Section 2. From
and after the Date of Termination, pursuant to this Section 4 (d), you shall be
entitled to those benefits provided under Section 5.
5. Special Severance Benefits
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(a) If your employment with AKS is involuntarily terminated by AKS without
Cause in accordance with Section 4(a) or you voluntarily terminate your
employment for Good Reason in accordance with Section 4(d), then you
shall receive the following benefits:
(i) Your base salary shall be continued in effect for a period
(hereafter, the "Severance Pay Period") of (1) 36 months from the
Date of Termination, if the notice of your termination is given
within 24 months after the occurrence of a Change In Control (as
defined in Section 7(b) below) or (2) 24 months from your Date of
Termination, if the notice of your termination is given at any time
other than within 24 months after the occurrence of a Change In
Control. The aggregate base salary payable in accordance with this
Section 5(a)(i) shall be paid to you in a single, undiscounted, lump
sum payment within ten (10) days following the Date of Termination
unless you have requested, in writing, at any time prior to your
Date of Termination to receive payments of your base salary in
regular monthly payments throughout the Severance Pay Period.
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(ii)(1) Within ten (10) days following the Date of Termination, you will
receive a lump-sum payment equal in amount to the result
obtained by application of the following formula: P = (x) times
(y) times (z), where:
P = the lump-sum payment;
(x) = twelve times your monthly base salary;
(y) = the fraction obtained by dividing your annual incentive
compensation which was paid or is payable to you for the
immediately preceding calendar year by your actual base
salary for such year; and
(z) = 3.0 (if the notice of your termination is given within
24 months after the occurrence of a Change In Control,
as defined in Section 7(b) hereof) or 2.0 (if the notice
of your termination is given at any time other than
within 24 months after the occurrence of a Change in
Control).
(2) Within ten (10) days following the date that payment is made to
active employees of AKS, you shall receive a pro-rata payment of
the annual incentive payment you would have received for the
year in which your Date of Termination occurs. Such payment
shall be (A) pro-rated based upon your Date of Termination and
(B) otherwise calculated as an employee in good standing at your
level of participation in effect prior to the Date of
Termination and assuming 100 percent completion of any
individual performance factors.
(iii) Notwithstanding any provision to the contrary in the AK Steel
Holding Corporation 1994 Stock Incentive Plan as amended or any
other similar plan of AKS or Holding (each, a "Plan"), or under the
terms of any grant, award agreement or form for exercising any right
under the Plan, you shall have the right:
(1) to exercise any stock option awarded to you under the Plan
without regard to any waiting period required by the Plan or
award agreement (but subject to a minimum six month holding
period from the date of award and any restrictions
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imposed by law) from the first day of your Notice Period until
the first to occur of the third anniversary of your Date of
Termination or the date the award expires by its terms, and
(2) to the absolute ownership of any shares of stock granted to you
under the Plan, free of any restriction on your right to
transfer or otherwise dispose of the shares (but subject to a
minimum six month holding period from the date of grant and any
restrictions imposed by law), regardless of whether entitlement
to the shares is contingent or absolute by the terms of the
grant; and the Board shall take such action within the Notice
Period as is necessary or appropriate to eliminate any
restriction on your ownership of, or your right to sell or
assign, any such shares; and further provided that if the Board
should fail or refuse to take such action, AKS shall pay you, in
exchange for such shares, no later than ten (10) days after the
Date of Termination, an amount in cash equal to the greatest
aggregate market value of the shares during the Notice Period.
You agree, for a period of six (6) months after your Termination
Date, to continue to comply with all AKS and Holding policies and
directives related to trading in Holding stock which were in effect
prior to your notice of termination. If your compliance with such
policies and directives precludes you from exercising any stock
options or selling any shares of stock described in paragraphs (1)
and (2) above for a period of more than sixty (60) days from the
first day of your Notice Period, then AKS will pay you in cash the
difference between the average share price during the Notice Period
and, if less, the actual share price received by you at the time of
sale provided you have completed such sale within sixty (60) days
from your first opportunity to do so. The average sale price during
the Notice Period will be determined by averaging the highest share
price and the lowest share price during the Notice Period. Any such
differential payment will be paid to you within thirty (30) days
after you provide written notice to AKS requesting such payment.
Such notice is to be directed to the attention of the Secretary of
AKS and contain the relevant stock transaction dates and actual
share price information.
(iv) During the Severance Pay Period your Employment Benefits shall be
continued, subject to the right of AKS to make any changes to your
Employment Benefits permitted in accordance with Section 2;
provided, however, that you shall not:
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(1) accumulate vacation pay for periods after the Date of
Termination;
(2) first qualify for sickness and accident plan benefits by reason
of an accident occurring or a sickness first manifesting itself
after the Date of Termination;
(3) be eligible to continue to make contributions to any Internal
Revenue Code (S) 401(k) plan maintained by AKS or qualify for a
share of any employer contribution made to any tax-qualified
defined contribution plan; or
(4) be eligible to accumulate service for pension plan purposes; and
provided, further, that if, during the Severance Pay Period, you are (and
for so long as you remain) employed by any other employer, the obligations
of AKS to continue to provide you with life, disability and medical,
hospital and other health insurance benefits shall be limited solely to
those benefits necessary to assure that, together with the corresponding
benefits provided to you by your new employer, you receive total benefits
comparable to those to which you were entitled at the Date of Termination.
(v) You shall qualify for full COBRA health benefit continuation
coverage upon the expiration of the Severance Pay Period.
(vi) You shall be entitled, at no cost to you, to full executive
outplacement assistance with an agency selected by AKS.
(b) If your employment with AKS is involuntarily terminated by AKS without
Cause in accordance with Section 4(a), or if at any time after a Change
in Control you voluntarily terminate your employment with AKS (or any
Affiliate, any successor of AKS, or any entity which as a result of the
completion of the transactions causing a Change in Control becomes
affiliated with AKS) for Good Reason (as defined in Section 4(d)),
within ten (10) days following the Date of Termination you will receive,
in addition to any benefits you may be entitled to under Section 5(a)
above, a lump sum payment in an amount equal to the benefit you would be
entitled to under the AK Steel Corporation Executive Minimum and
Supplemental Retirement Plan as amended (the "EMSRP") determined as if
(i) your Vesting Date (as defined under the EMSRP) had occurred prior to
the Date of Termination (if it has not already occurred as of the Date
of Termination) and (ii) you had attained age 60 prior to the Date of
Termination (if you have not already
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attained age 60 as of the Date of Termination). The amount of any such
additional benefit shall be calculated as of the Date of Termination in
accordance with the benefit formula under the EMSRP (as if you had
attained age 60, or your actual age if greater), and the payment of such
benefit shall be in lieu of any payment under the EMSRP.
(c) Voluntary termination of your employment with AKS for Good Reason under
Section 4(d) shall not be considered a voluntary termination under the
AK Steel Deferred Compensation Plan (the "DCP"). Accordingly, if you
terminate your employment with AKS for Good Reason under Section 4(d),
you will be fully vested in the interest credited to your account under
the DCP and will be paid your entire account at such time as provided
under the DCP.
(d) You shall not be required to mitigate the amount of any payment provided
for in this Section 5 by seeking other employment or otherwise, nor
shall the amount of any payment or benefits provided for in this Section
5 be reduced by any compensation or benefits earned by you as the result
of employment by another employer (except as expressly provided in
Section 5(a)(iv) above) or by retirement benefits, or be offset against
any amount claimed to be owed by you to AKS or any of its Affiliates or
successors.
(e) For purposes of calculating any amount due under this Agreement the
effect of any deferral of income shall be disregarded and all sums due
shall be calculated as if no such deferral had been made.
6. Certain Tax Matters
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(a) If any of the payments provided to you pursuant to Section 5 hereof
(the "Contract Payments") or any other portion of the Total Payments
(as defined below) becomes subject at any time to the tax (the "Excise
Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"), AKS shall pay to you at the time specified in
section 6(b) below, an additional amount (the "Gross-Up Payment") such
that the net amount retained by you, after deduction of the Excise Tax
on any Contract Payments and/or other Total Payments, any federal and
state and local income tax and Excise Tax upon the payment(s) provided
for by this paragraph, and any interest, penalties or additions to tax
payable by you with respect thereto, shall be equal to the present
value of the Contract Payments and such other Total Payments. For
purposes of determining whether any of the foregoing payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) any
other payments or benefits received or to be received by you in
connection with a Change In Control or the termination of your
employment
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(whether such payments are Contract Payments or are payable pursuant to
the terms of any other plan, arrangement or agreement with AKS, Holding or any
of their respective Affiliates or successors, any person whose actions result in
a Change In Control or any corporation which, as a result of the completion of
the transactions causing a Change In Control, will become affiliated with AKS or
Holding within the meaning of section 1504 of the Code (such other payments,
together with the Contract Payments, the "Total Payments")) shall be treated as
"parachute payments" within the meaning of section 28OG(b)(2) of the Code, and
all "excess parachute payments" within the meaning of section 28OG(b)(1) shall
be treated as subject to the Excise Tax, except to the extent that, in the
opinion of tax counsel selected by AKS' independent auditors and acceptable to
you ("Tax Counsel"), the Total Payments (in whole or in part) do not constitute
parachute payments, or such excess parachute payments are otherwise not subject
to the Excise Tax, (ii) the amount of the Total Payments that shall be treated
as subject to the Excise Tax shall be equal to the lesser of (1) the total
amount of the Total Payments or (2) the amount of excess parachute payments
within the meaning of sections 28OG(b)(1) (after applying clause (i) hereof),
and (iii) the value of any noncash benefits or any deferred payment or benefit
shall be determined by AKS' independent auditors in accordance with the
principles of sections 28OG(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment(s), you shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation
applicable to individuals in the calendar year in which the Gross-Up Payment(s)
is (are) to be made and state and local income taxes at the highest marginal
rates of taxation applicable to individuals as are in effect in the state and
locality of your residence in the calendar year in which the Gross-Up Payment(s)
is (are) to be made, net of the maximum reduction in federal income taxes that
could be obtained from deduction of such state and local taxes. In the event
that the Excise Tax is subsequently determined to be less than the amount taken
into account hereunder, you shall repay to AKS at the time that the amount of
such reduction in Excise Tax is finally determined the portion of the Gross-Up
Payment attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax
imposed on the Gross-Up Payment being repaid by you if such repayment results in
a federal and state and local income tax deduction), plus interest on the amount
of such repayment at the applicable federal rate (as defined in section 1274(d)
of the Code). In the event that the Excise Tax is determined to exceed the
amount taken into account hereunder (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-up
Payment), AKS shall make an additional gross-up payment in respect of such
excess (plus any interest payable with respect to such excess) at the time that
the amount of such excess is finally determined.
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(b) The Gross-up Payment(s) provided for in section 6(a) above shall be
made not later than the tenth day following the Date of Termination or,
with respect to any portion of the Excise Tax not determined on or
before such date to be due, upon the imposition of such portion of the
Excise Tax; provided, however, that if the amounts of such payments
cannot be finally determined on or before such date, AKS shall pay to
you on such day an estimate, as determined in good faith by AKS, of the
minimum amount of such payments and shall pay the remainder of such
payments (together with interest at the rate provided in section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined but in no event later than the thirtieth day after the Date
of Termination. In the event that the amount of the estimated payments
exceeds the amount subsequently finally determined to have been due,
such excess shall constitute a loan by the Corporation to you, payable
on the tenth day after demand by the Corporation (together with
interest at the rate provided in section 1274(b)(2)(B) of the Code).
(c) In the event of any change in, or further interpretation of, sections
28OG or 4999 of the Code and the regulations promulgated thereunder,
you shall be entitled, by written notice to AKS, to request an opinion
of Tax Counsel regarding the application of such change to any of the
foregoing, and AKS shall use its best efforts to cause such opinion to
be rendered as promptly as practicable. All fees and expenses of Tax
Counsel incurred in connection with this Agreement shall be borne by
AKS.
7. Definitions
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For purposes of this Agreement the following terms shall have the following
meanings:
(a) "Affiliate" of any specified person means (i) any other person which,
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directly or indirectly, is in control of, is controlled by or is under
common control with such specified person or (ii) any other person who
is a director of officer (1) of such specified person, (2) of any
subsidiary of such specified person or (3) of any person described in
clause (i) above. For purposes of this definition, control of a person
means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or
otherwise and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
(b) "Change In Control" means the occurrence of any of the following
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events:
(i) any "Person" (as such term is used in Sections 13(d) and 14(d) of
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
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is or becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a Person shall be deemed
to have "beneficial ownership" of all shares that any such Person
has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or
indirectly, of more than 40% of the total voting power of the
Voting Equity Interests of Holding; provided, however, that a
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Person shall not be deemed the "beneficial owner" of shares
tendered pursuant to a tender or exchange offer made by that
Person or any Affiliate of that Person until the tendered shares
are accepted for purchase or exchange;
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (together with any
new directors whose election by such Board, or whose nomination
for election by the shareholders of Holding, as the case may be,
was approved by a vote of 66-2/3% of the directors then still in
office who were either directors at the beginning of such period
or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the
Board then in office; or
(iii) Holding fails to own 100% of the outstanding stock of AKS;
provided, however, that it shall not be deemed a Change in Control
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if Holding merges into AKS except that, in such case, AKS shall be
substituted for Holding for purposes of this definition of "Change
in Control" and this clause (iii) shall not longer be applicable.
(c) "Voting Equity Interests" of a corporation means all classes of stock
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then outstanding and normally entitled to vote in the election of
directors or other governing body of such corporation.
8. Benefits Upon Voluntary Termination or Termination for Cause
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Upon your Date of Termination for Cause in accordance with Section 4(b) or
your Date of Termination without Good Reason in accordance with Section
4(c), all benefits under this Agreement will be void, but, you nevertheless
shall be eligible for any benefits provided in accordance with the plans and
practices of AKS which are applicable to employees generally.
9. Arbitration
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Any dispute under this Agreement (except for disputes arising under Sections
10 and 12 below) shall be submitted to binding arbitration subject to the
rules of the American Arbitration Association. Except as hereinafter
provided, AKS and you
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shall each bear your own attorney's fees and shall share equally the cost of
arbitration. However, if you prevail in a challenge by you to AKS' assertion
of the existence of Cause for termination or in a challenge by AKS to your
assertion of the existence of Good Reason for termination, you shall be
reimbursed by AKS for all reasonable costs or expenses incurred by you in
such challenge, including reasonable attorney's fees.
10. Confidentiality
---------------
You will not disclose to any person or use for the benefit of yourself or
any other person any confidential or proprietary information of AKS without
the prior written consent of an elected officer of AKS. Upon your
termination of employment, you will return to AKS all written or
electronically stored memoranda, notes, plans, records, reports or other
documents of any kind or description (including all copies in any form
whatsoever) relating to the business of AKS.
11. Conflicts of Interest
---------------------
You agree for so long as you are employed by AKS to avoid dealings and
situations which would create the potential for a conflict of interest with
AKS. In this regard, you agree to comply with the AKS policy regarding
conflicts of interest.
12. Covenant Not to Compete
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During the term of this Agreement, and for a period of one year following
your Date of Termination for any reason other than for Cause pursuant to
Section 4 (b) you agree not to be employed by, or serve as director of or
consultant or advisor to, any business engaged directly or indirectly in
the melting, hot rolling, cold rolling, or coating of carbon or stainless,
flat rolled steel, or that is reasonably likely to engage in such business
during the one-year period following your termination of employment;
provided however, if a Change in Control occurs, the foregoing restriction
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applicable to the one year period following your Date of Termination shall
lapse and be null and void.
13. Notice
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Notices required or permitted under this Agreement shall be in writing and
shall be deemed to have been given when personally delivered or mailed by
United States certified mail, return receipt requested, postage prepaid,
addressed to the intended recipient at its or his address first above
written. Notices to AKS shall be marked for the attention of the Chief
Executive Officer of AKS.
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14. Modification; Waiver
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No provision of this Agreement may be waived, modified or discharged except
pursuant to a written instrument signed by you and the Chairman of the
Board or the Chief Executive Officer of AKS.
15. Successors; Binding Agreement
-----------------------------
(a) AKS and Holding will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of AKS to expressly
assume and agree to perform this Agreement in the same manner and to
the same extent that AKS would be required to perform it if no such
succession had taken place. Failure of AKS or Holding to obtain such
assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement.
(b) This Agreement shall inure to the benefit of and be enforceable by you
and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should
die while any amount would still be payable to you hereunder had you
continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee, or, if there is no such devisee,
legatee or designee, to your estate.
16. Validity; Counterparts
----------------------
This Agreement shall be governed by and construed under the law of the
State of Delaware. The validity or unenforceability of any provision hereof
shall not affect the validity or enforceability of any other provision
hereof. This Agreement may be
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executed in one or more counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same
instrument.
Sincerely,
AK STEEL HOLDING CORPORATION
By:_______________________________
X. X. Xxxxxx
Accepted and agreed to this _____ day
__________________, 19___.
___________________________________
AK STEEL CORPORATION
By:________________________________
X. X. Xxxxxx
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