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EXHIBIT 10.34
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of the 28th
day of April, 1997, by and between GS INDUSTRIES, INC., a Delaware corporation
("Employer"), GEORGETOWN STEEL CORPORATION, a Delaware corporation
("Georgetown") and XXXXX X. XXXXXXXXXXX ("Employee").
RECITAL:
Employee, Employer and Georgetown Industries, Inc. (which was merged
into Georgetown on December 31, 1996) entered into that certain Employment
Agreement dated October 5, 1995 (the "Employment Agreement") which the parties
desire to amend as hereafter set forth.
NOW, THEREFORE, the parties hereby stipulate and agree that the
Employment Agreement is amended as follows:
1. Paragraph 1 of the Employment Agreement is hereby amended to provide
that Employee shall continue to serve as Chairman and Chief Executive Officer
through December 31, 1997 or such earlier date as the Board of Directors of
Employer designates his successor as Chief Executive Officer. Subsequent to the
date that a new CEO is designated, Employee agrees to serve as Chairman of the
Board through March 31, 1999, or such earlier date as the Board of Directors
designates a new Chairman of the Board. Employee agrees to serve as a director
of Employer through December 31, 1999 or such earlier date as may be determined
by the shareholders of Employer; provided, that Employee shall have no further
obligation to serve as a director of Employer if a new Chairman of the Board is
designated prior to April 1, 1999. Subsequent to the Transition Date (as defined
below), Employee's duties for Employer shall not
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be inconsistent with the duties normally associated with Chairman of the Board,
director and senior executive consultant.
2. Paragraph 2 of the Employment Agreement is deleted in its entirety
and the following is substituted in lieu thereof:
2. Employer agrees to pay Employee an annual salary of Six
Hundred Fifty Thousand Dollars (650,000.00) payable in equal monthly
payments through the twelfth (12th) full calendar month following the
date (the "Transition Date") that the Board of Directors of Employer
notifies Employee that he is not required to devote more than forty
percent (40%) of his time and energy to the furtherance of the
businesses of Employer, GST, GSTOC and Georgetown (the "Full Payment
Period"). Effective the first day of the month following the Full
Payment Period and continuing through March 31, 1999, Employer shall
pay Employee an annual salary of Two Hundred Sixty Thousand Dollars
($260,000.00) payable in equal monthly installments of Twenty-One
Thousand Six Hundred Sixty-Six and 67/100 Dollars ($21,666.67).
Employer agrees to pay Employee a monthly salary of no less than
Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67)
commencing April 1, 1999 through December 31, 1999.
3. Through December 31, 1999, Employee shall be entitled to continue to
receive all of the benefits set forth in paragraph 3 of the Employment Agreement
including, but not limited to (i) an incentive bonus pursuant to the Employer's
Annual Incentive Program and (ii) benefits under the Parent SERP or their
equivalent; provided, that Employer may provide Employee with reasonably
equivalent non-employee benefits in the event that Employee's participation in
any such benefits is denied or restricted under the terms of Employer's plans or
insurance policies by virtue of his work schedule on and after the Transition
Date. In the event that any such benefits shall be taxable to Employee other
than as such benefits would be taxable if Employee received the benefits as a
full-time employee of the Company, Employer shall gross up its payments to
Employee hereunder to cover such tax.
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All of the payments to Employee under paragraph 2 of this Amendment
shall be "base salary" under Employer's Annual Incentive Program and Employer
agrees that Employee's "Individual Multiplier Factor" under the Annual Incentive
Plan shall continue to be six (6) through December 31, 1999.
4. Paragraph 3(b) of the Employment Agreement is hereby amended to
provide that reimbursement to Employee for accrued and unused vacation time will
be made on the basis of Employee's rate of annual compensation in effect as of
the time the right to the vacation accrued.
5. Paragraph 4 of the Employment Agreement is deleted in its entirety
and the following is substituted in lieu thereof:
4. If Employee becomes disabled during the term of the
Employment Agreement such that he is unable to perform his duties
hereunder, he shall continue to receive the salary and benefits
hereunder until the earlier of (i) his death or (ii) December 31, 1999;
provided the Employer shall be entitled to a credit to the extent of
any payments to Employee under any disability insurance plan provided
by Employer.
6. Paragraph 5 of the Employment Agreement is deleted in its entirety
and the following is substituted in lieu thereof:
5. Through the Transition Date, Employee shall devote his
entire time and energy to the furtherance of the business of Employer,
GST, GSTOC and Georgetown and shall not, in any advisory or other
capacity, work for any other individual, firm or corporation without
first having obtained the written consent of Employer thereto.
Commencing on the Transition Date and continuing through March 31,
1999, Employee shall not be required to devote more than forty percent
(40%) of his time and energy to the furtherance of the businesses of
Employer, GST, GSTOC and Georgetown. Commencing April 1, 1999 and
continuing through December 31, 1999, Employee shall not be required to
devote more than ten days (10) each calendar quarter to the furtherance
of the businesses of Employer, GST, GSTOC and Georgetown. Commencing on
the Transition Date Employee shall be entitled to advise or work for
another individual, firm or corporation provided that it does not
unreasonably interfere with his duties under this Agreement and that
such other individual, firm or corporation is not directly in
competition with Employer and its subsidiaries in the Territory.
Anything in
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the foregoing to the contrary notwithstanding, it is stipulated and
agreed that Employee shall be deemed a "full-time" employee of Employer
for the purposes of determining Employee's eligibility for benefits
through December 31, 1999.
7. Paragraph 8 of the Employment Agreement is amended to provide that
the term of the Employment Agreement as amended herein is extended to December
31, 1999.
8. Employee agrees that neither the changes in his duties and
responsibilities nor the provision of equivalent benefits as contemplated in
this Amendment shall constitute Good Reason as defined in paragraph (d) of the
Severance Letter referred to in paragraph 16 of the Employment Agreement or in
paragraph 2(a) of the Stock Option Agreement dated October 5, 1995 between
Employer and Employee.
9. Employee agrees that as of January 1, 2000, he will have retired as
an employee of Employer and Georgetown and they shall have no further obligation
to Employee for compensation or benefits or for severance payments; provided,
that Employee shall not hereby waive his rights to:
a. compensation accrued through December 31, 1999 and
unpaid;
b. unreimbursed expenses;
c. benefits under Employer's Supplemental Executive
Retirement Plan (SERP);
d. benefits under Employer's Pension Plan and Trust;
e. benefits under Employer's Retirement Savings Plan;
f. rights under the Stock Option Agreement dated October
5, 1995;
g. COBRA rights; and
h. Employee's right to indemnification from Employer and
its subsidiaries.
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10. Except as expressly set forth herein, all of the terms and
conditions of the Employment Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
GS INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Title:
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GEORGETOWN STEEL CORPORATION
By:
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Title:
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/s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx
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