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Exhibit (10)(v)
April 14, 1999
Xx. Xxxxx X. Xxxxxx
0000 Xxxx Xxxxx Xxxxx
Xxxxxx, Xxxx 00000
Dear Al:
This letter agreement sets forth the terms and conditions of your separation
from employment with Cold Metal Products, Inc. (the "Company"). We agree as
follows:
1. RESIGNATION DATE. Your resignation as an officer of the Company will
be effective on December 23, 1998, sometimes referred to herein as the
"resignation date". Your termination of employment with the Company will be
effective on the last day of the one year period beginning on the resignation
date, which is referred to herein as the "post-resignation period".
(b) During the post-resignation period, your only duties will be such
as may be reasonably assigned to you by the President of the Company or its
designee, and you will not have authority to bind or obligate the Company in any
way. The Company recognizes that you will not devote significant portions of
your working time to the performance of such duties.
2. OBLIGATIONS OF THE COMPANY. In consideration of the agreements,
releases and representations made by you in this Agreement:
(a) During the post-resignation period: (i) you will receive monthly
salary at the annual rate of $115,008, less lawful withholdings, (ii) you will
continue to participate in those employee benefit plans and fringe benefit
arrangements identified in Schedule A, subject to the Company's right to modify,
amend or terminate any such plan or arrangement, (iii) for purposes of computing
the amount of your pension from the Pension Plan for Salaried Non-Bargaining
Employees of Cold Metal Products, Inc. (the "Pension Plan"), you will be
credited with service for the post-resignation period, (iv) you may continue to
participate in the Cold Metal Products, Inc. Thrift Plan during the post-
resignation period, (v) you will receive additional severance, in any amount
equal to $8,847 plus pay for 3 more vacation days, within 30 days after the date
of this Agreement; and (vi) you will receive additional severance, in the amount
of $20,000, within 30 days after the date of this Agreement.
(b) You will receive all amounts credited to your account under the
Company's Special Incentive Compensation Plan, including investment earnings, as
if you had "Retired", within the meaning of such plan, on the resignation date.
Payment will be made to you within 30 days after the date of this Agreement.
(c) The Company will transfer title to your Company vehicle to you,
within 30 days after the date of this Agreement.
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April 14, 1999
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(d) Within thirty (30) days after this Agreement becomes effective,
the Company will pay an allowance of $10,000 for financial services and legal
fees relating to this Agreement.
(e) Your resignation on the resignation date will be considered a
"Normal Termination" for purposes of the Company's 1994 Incentive Program, so
that your currently exercisable options to purchase 22,500 shares of Company
stock will not expire until five (5) years after the termination date. You agree
that your employment after the resignation date will not defer or affect the
effective date of your Normal Termination for purposes of this program.
3. PURCHASE OF STOCK.
(a) You shall have the right to require the Company to purchase all or
any part of the 77,900 shares of the Company's common stock owned by you, but
only to the extent permitted by applicable law, at a price equal to the lower
of:
(i) the average of the closing prices of such stock on the New
York Stock Exchange over the 20 trading days preceding the date of your written
notice (described below), or
(ii) $3 13/16 per share.
(b) You may exercise this right by delivering written notice to the
Company on or before April 2, 1999. At the closing of such purchase, which shall
be held on such date as we agree, but not later than 30 days after receipt by
the Company of such written notice, the Company will deliver payment for the
shares, by wire transfer to an account designated by you or as you otherwise
reasonably instruct, subject to your delivery to the Company of certificates
representing all shares, endorsed for transfer or with duly executed stock
powers attached.
4. YOUR OBLIGATIONS: GENERAL RELEASE.
(a) In consideration of your receipt of the payments and benefits
described in paragraphs 2 and 3 above:
(i) You release and agree not to xxx the Company, Aarque
Securities Corporation or any of their affiliates, or any of the officers,
agents or employees thereof, with respect to any claim, whether known or
unknown, which you have, or may have, related to your employment with the
Company, or termination of such employment (the "Claims"), including all Claims
of unlawful discrimination on account of sex, race, age, disability, veteran's
status, national origin or religion; all Claims based upon any federal, state or
local equal employment opportunity law, including the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, the Americans
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April 14, 1999
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With Disabilities Act of 1990, the Civil Rights Act of 1991, all Claims for
violations of the Employee Retirement Income Security Act of 1974; all Claims
for violation of any agreement or representation, express or implied, made prior
to or simultaneously with this Agreement; and all Claims based upon wrongful
termination of employment and similar or related Claims.
(ii) You will not at any time disclose any Confidential
Information in whole or in part to any person, firm or corporation for any
reason or purpose whatsoever, or use such information in any way or in any
capacity. The term "Confidential Information" shall mean secret or confidential
information relating to the Company, its affiliates and customers or their
affiliates, which conveys a competitive advantage to the Company or any such
customer, client or affiliate, and which was disclosed to or known by you as a
consequence of or through your employment with the Company (including
information conceived, originated, discovered or developed by you), which
information is not public knowledge or otherwise generally known in the relevant
trade or industry.
(b) It is agreed that the general release set forth in this paragraph
4: (i) does not release the Company of its obligations under this Agreement; and
(ii) shall not adversely affect such benefits, if any, to which you may be
entitled under the Pension Plan for Salaried Non-Bargaining Employees of Cold
Metal Products, Inc., the Cold Metal Products, Inc. Thrift Plan, the Cold Metal
Products, Inc. Special Incentive Compensation Plan, and the fringe benefit plans
set forth in Schedule A, as such plans may be amended from time to time.
(c) You represent and acknowledge that you do not possess any
literature, manuals, documents, data, information, order forms, price lists,
memoranda, correspondence, computer disks or tapes, customer or prospective
customer lists, customers' orders or records, whether compiled by you, a
customer or the Company, or coming to your knowledge or custody in connection
with your activities as an employee of the Company, or any machines, parts,
equipment, or other materials received by you from the Company or from any of
its customers in connection with such activities, excluding publicly available
documents and information.
5. ACKNOWLEDGMENTS. By signing this Agreement, you expressly
acknowledge and agree that:
(a) You have read and fully understand the terms of this Agreement;
(b) YOU UNDERSTAND THAT THIS AGREEMENT CONSTITUTES A FULL, FINAL AND
BINDING SETTLEMENT OF ALL MATTERS COVERED BY THIS AGREEMENT AND THAT THIS
AGREEMENT CONSTITUTES A RELEASE OF ALL CLAIMS, KNOWN AND UNKNOWN, WHICH RELATE
TO YOUR EMPLOYMENT OR SEPARATION FROM EMPLOYMENT INCLUDING, WITHOUT LIMITATION,
CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT;
(c) You understand that this Agreement does not waive any rights or
claims arising after this Agreement goes into effect;
(d) The payments and benefits described above are significantly more
valuable than any payments or benefits you would be entitled to receive under
the Company's normal termination policies;
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April 14, 1999
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(e) You have had the opportunity to consult with an attorney and have
in fact consulted an attorney, namely, Xxxxx Xxxxxxxx of the firm of Xxxxxx &
XxXxxxxx, prior to signing this Agreement;
(f) YOU HAVE HAD ADEQUATE OPPORTUNITY TO REQUEST AND HAVE RECEIVED ALL
INFORMATION YOU NEED TO UNDERSTAND THIS AGREEMENT AND HAVE BEEN OFFERED
SUFFICIENT TIME, THAT IS, AT LEAST FORTY-FIVE (45) DAYS TO CONSIDER WHETHER TO
SIGN THIS AGREEMENT;
(g) YOU HAVE KNOWINGLY AND VOLUNTARILY ENTERED THIS AGREEMENT WITHOUT
ANY DURESS, COERCION OR UNDUE INFLUENCE BY ANYONE.
6. MISCELLANEOUS.
(a) You and the Company agree that this Agreement contains the complete
agreement between you and the Company and that there are no other agreements or
representations relating in any way to the subject matter of this Agreement.
(b) This Agreement will become effective on the 7th day after you sign
it. During the seven (7) days after you sign this Agreement, you may revoke it
by giving written notice to the Company, in which event this Agreement will not
go into effect.
(c) The offers set forth in paragraphs 2 and 3 are integrated,
dependent offers, and none may be accepted separately.
If you agree with the foregoing, please indicate by signing below.
COLD METAL PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO IN FULL:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Date: April 14, 1999
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