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EMPLOYMENT AGREEMENT
This Agreement (the "Agreement"), dated as of May 1, 1998,
will confirm that Handy & Xxxxxx, a New York corporation (the "Company") has
offered, and you have accepted, the position of Vice President, Planning and
Development of the Company.
1. The term of your employment shall be from May 1, 1998
through May 1, 1999, subject to earlier termination pursuant to the provisions
set forth below. After expiration of the term, unless the Agreement is extended
or a new employment agreement is entered into with the Company, you shall be an
employee at-will and entitled to all of the benefits including severance under
the Company's then applicable policies.
2. You agree to use your best efforts to promote the interest
of the Company and devote your full business time and energies to the business
and affairs of the Company. You agree to perform such services as are customary
to your position and as shall from time to time be assigned to you by the Board
of Directors of the Company.
3. Your annual base salary shall be no less than $210,000,
less applicable federal, state and local tax deductions, payable in accordance
with the Company's customary payroll practices. Any increases in your annual
salary shall be in the sole discretion of the Company's Board of Directors.
4. (a) You shall be eligible to participate in the following
compensation plans that may be offered from time to time by the Company, in
accordance with the terms and provisions of such plans and their successors and
assigns and subject to the discretion of the Company's Board of Directors: the
Handy & Xxxxxx Management Incentive Plan (the "Bonus
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Plan"), the Handy & Xxxxxx Long-Term Incentive Plan (the "Incentive Plan"), and
WHX Corporation's (the "Parent Company") 1991 Incentive and Non-Qualified Stock
Option Plan (the "Option Plan") in each case as described below.
(b) You shall be eligible to participate in the Bonus Plan
beginning in respect of the 1998 plan year; provided, however, that any bonus
amounts payable thereunder are contingent upon the Company's attainment of
performance goals established by the Company's Board of Directors in its sole
discretion.
(c) You shall be eligible to participate in the Incentive
Plan in respect of the future cycles from the date hereof; provided, however,
that any awards granted and any amounts payable thereunder are contingent upon
the Company's attainment of performance goals established by the Company's Board
of Directors.
(d) You shall be granted, effective as of April 23, 1998,
options (the "Options") to purchase 100,000 shares of common stock of the Parent
Company pursuant to the Option Plan. The Options shall (i) be granted under, and
subject to the terms of, the Option Plan, (ii) have a ten (10) year term
(subject to earlier termination as provided in the Option Plan and the form of
grant agreement thereunder), (iii) vest and become exercisable with respect to
one-third of the shares of common stock subject thereto on each of the first
three (3) anniversaries of the date of grant and (iv) have an exercise price per
share of common stock equal to the fair market value of the common stock as of
April 23, 1998.
5. (a) You shall be eligible to participate in all Company
employee benefit plans and programs which are made generally available to
salaried employees of the Company, in accordance with the terms and provisions
of such plans.
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(b) You shall be eligible to participate in the Handy &
Xxxxxx Supplemental Executive Retirement Plan and the Handy & Xxxxxx Executive
Life Insurance and Post-Retirement Life Insurance Program, in each case in
accordance with the terms and provisions of such plans.
(c) The Company shall reimburse you for annual financial,
estate and tax planning and tax preparation expenses up to a maximum of 3% of
your annual base salary in effect on January 1 of the tax year.
(d) You shall be provided with a Company-owned automobile
in accordance with the Company's existing policies and procedures in place for
other executive officers of the Company.
6. (a) The Company shall reimburse you for all reasonable
business expenses incurred by you in accordance with the Company's policies on
reimbursement for business expenses as then in effect.
(b) The Company shall reimburse you for annual membership
fees and expenses with respect to your membership in one country club selected
by you.
(c) You and your spouse shall be entitled to receive
post-retirement health insurance benefits from the Company under the Company's
Post-Retirement Medical Plan in effect for employees of the Company prior to
1992 on such terms and conditions in place for other employees covered by the
Plan.
7. (a) The Company may terminate your employment at any time,
without prior notice, for any of the following reasons: (i) your engaging in
conduct which is materially injurious to the Company or the Parent Company,
their subsidiaries or affiliates, or any of their
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respective customer or supplier relationships, monetarily or otherwise; (ii)
your engaging in any act of fraud, misappropriation or embezzlement or any act
which would constitute a felony (other than minor traffic violations); or (iii)
your material breach of this Agreement.
(b) If, as a result of your incapacity due to physical or
mental illness, you shall have been absent from the full-time performance of
your duties hereunder for at least 120 days within any twelve (12) consecutive
months, excluding vacation time actually used in accordance with the Company's
policies thereon, your employment may be terminated by the Company, upon written
notice in accordance with paragraph 8 hereof without further notice.
(c) The Company, in its sole discretion, may terminate
your employment at any time for any reason other than those stated in paragraphs
7(a) or 7(b) upon thirty (30) days prior written notice.
8. (a) If your employment is terminated by the Company
pursuant to paragraph 7(a), you shall receive your base salary through the date
of termination and the Company shall have no further obligations to you under
this Agreement.
(b) If your employment is terminated by the Company
pursuant to paragraph 7(b) or 7(c) or by your death, you or your personal
representative, guardian, or the representative of your estate shall be entitled
to the following severance and benefits:
(i) The Company shall pay you a severance payment (the
"Severance Payment") equal to one (1) year's full base salary at your highest
rate in effect during the twelve (12) months preceding the date on which the
Notice of Termination is given plus any Bonus Plan compensation you have
accrued;
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(ii) The Company shall pay you the Severance Payment
starting no later than the thirtieth (30th) day following the date of
termination. The Company shall pay the Severance Payment in equal installments
over the course of the twelve (12) months following the date of termination.
(iii) The Company or the Parent Company shall continue
to provide you or your family with life insurance (other than in the event of
termination of employment as a result of your death) medical and dental
insurance benefits, financial planning and a company-owned automobile,
substantially similar to those benefits which you are receiving or entitled to
receive prior to your termination of employment, for twelve (12) months
following the date of termination.
(iv) During the period you are receiving any payments
or benefits under paragraph 8(b), you agree to promptly notify the Company and
the Parent Company upon your acceptance of any other employment and upon your
eligibility for any medical benefits, insurance, financial planning or use of a
company-owned vehicle by your new employer, you shall no longer be eligible to
participate in the corresponding aspects of the Company's and the Parent
Company's benefit plans and arrangements.
9. You shall be entitled to terminate your employment for
"Good Reason", which shall mean the occurrence of one of the following
circumstances:
(i) a reduction in your annual base salary as in
effect on the date of such change;
(ii) the Company causes the relocation of the office
in which you are located prior to the change to a location more than fifty (50)
miles from Rye, New York, except for
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required travel on the business of the Company to an extent substantially
consistent with your present business travel obligations;
(iii) pursuant to an action taken by the Company, you
are selectively excluded from a compensation, bonus, stock option or stock
ownership plan otherwise in existence at the time of the change or thereafter
put into effect for the benefit of others in a similar situation unless
substantially equivalent benefits are provided to you;
(iv) except as a required by law, the failure to
continue to provide you with benefits at least as favorable as those enjoyed by
you under the employee benefit and welfare plans of the Company or the Parent
Company in which you were participating at the time of the change or the taking
of any action by the Company which would materially reduce any of the benefits
enjoyed by you at the time of the change; or
(v) the failure of the Company or the Parent Company
to obtain a satisfactory agreement from any successor to assume and agree to
perform this Agreement.
10. Upon the occurrence of any of the aforestated set forth in
Section 9, you shall for Good Reason upon notice pursuant to Section 16 hereof
to the Company, if such occurrence is not cured within 30 days of receipt of
such notice, be entitled to the following benefits:
(a) The Company shall pay you a severance payment (the
"Severance Payment") equal to one (1) year's full base salary at your highest
rate in effect during the twelve (12) months preceding the date on which the
Notice of Termination is given plus any Bonus Plan compensation you have
accrued;
(b) For a twelve (12) month period after termination of
your employment, the Company shall arrange to provide you with life, medical and
dental insurance benefits, financial
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planning and a company-owned automobile substantially similar to those which you
are receiving or entitled to receive immediately prior to the Notice of
Termination, unless you are eligible to receive such benefits from a subsequent
employer;
(c) The Company shall pay you the Severance Payment
starting no later than the thirtieth (30th) day following the date of
termination. The Company shall pay the Severance Payment in equal installments
over the course of the twelve (12) months following the date of termination.
11. Your continued employment shall not constitute consent to,
or as a waiver of rights with respect to, any circumstance constituting Good
Reason hereunder for a period of sixty (60) days following the occurrence of
such event, and thereafter such circumstance shall be deemed waived as an event
giving rise to a termination pursuant to Section 9.
12. Any termination of your employment by the Company, or by
you shall be communicated by written "Notice of Termination" to the other party
hereto in accordance with Section 16 hereof. For purposes of this Agreement, a
Notice of Termination shall mean a notice indicating the specific termination
provision in this Agreement relied upon and setting forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated. Further, you agree that upon
termination that you will resign effective as of the date of termination from
any and all directorships you may hold in the Company or the Parent Company and
their subsidiaries.
13. "Date of Termination" shall mean (30) days after the date
specified in the Notice of Termination.
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14. Arbitration; Certain Costs. Any dispute or controversy between the Company
or Parent Company and you, whether arising out of or relating to the Agreement,
the breach of the Agreement, or otherwise, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Rules then in effect and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Such
arbitration shall take place in the New York City metropolitan area. The cost of
any arbitration proceeding hereunder shall be borne equally by the Company and
you. The arbitrator shall have the authority to award any remedy or relief that
a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may, without
inconsistency with this arbitration provision, apply to any court having
jurisdiction over such dispute or controversy and seek interim provisional,
injunctive or other equitable relief until the arbitration award is rendered or
the controversy is otherwise resolved. In the event that it shall be necessary
or desirable for you to retain legal counsel and/or incur other costs and
expenses in connection with this arbitration provision, and provided that you
substantially prevail in the enforcement of such rights, the Company shall pay
(or you shall be entitled to recover from the Company, as the case may be) your
reasonable attorneys' fees and costs and expenses in connection with any
application under this arbitration provision, including the enforcement of any
arbitration award, up to $25,000 in the aggregate. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered
hereunder, or to obtain interim relief, neither a party nor an arbitrator may
disclose the existence, content or results of any arbitration hereunder without
the prior written consent of the Company.
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15. You have previously executed the Non-Competition Agreement
annexed hereto.
16. Any notices required by this Agreement shall be in writing
and shall be deemed to have been given when delivered by hand, sent by facsimile
(so long as an original is mailed within 24 hours of such facsimile
transmission), mailed by United States certified mail, return receipt requested,
postage prepaid, or sent by nationally-recognized overnight mail service, as
follows:
if to you:
Xx. Xxxxxx Xxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxxx, XX. 00000
if to the Company:
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President and
General Counsel
and or to such other address as the parties may furnish to the other in writing
in accordance with this paragraph. Notices of change of address shall only be
effective upon receipt.
17. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.
18. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, arrangements and understandings among the
Company and you with respect to such subject matter.
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This Agreement can be modified only by a writing signed by you and the Company.
If any provision of this Agreement shall be held to be void or unenforceable,
the remainder of this Agreement shall nevertheless remain in full force and
effect. This Agreement shall inure to the benefit of and be binding upon the
Company's successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first above written.
HANDY & XXXXXX
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Senior Vice President and General
Counsel
Agreed to this 1st day
of May, 1998
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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Exhibit 10.16
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 dated as of December __, 1998 to the
Employment Agreement dated as of May 1, 1998 (the "Employment Agreement"), by
and between Handy & Xxxxxx (the "Company"), a New York corporation, and Xxxxxx
Xxxxx ("Employee").
W I T N E S S E T H :
WHEREAS, Employee is an employee of the Company; and
WHEREAS, Employee and the Company have entered into the
Employment Agreement, pursuant to which the Company has employed and will
continue to employ Employee as Vice President, Planning and Development of the
Company; and
WHEREAS, in consideration for Employee's performance under the
Employment Agreement, the parties wish to amend certain terms of the Employment
Agreement to provide for a one-year evergreen renewal, as provided herein.
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby amended in
its entirety effective as of the date hereof to read as follows:
1. The initial term of your employment shall be from
May 1, 1998 through May 1, 1999, subject to earlier
termination pursuant to the provisions set forth below, and
shall automatically be extended for successive one-year terms
unless either you or the Company shall advise the other upon
not more than 60 days nor less than 30 days notice that such
term shall not be renewed; provided that if the Agreement
shall not be renewed by the Company, you
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shall be entitled to the benefits set forth in Section 8(b)
hereof as if your employment had been terminated pursuant to
Section 7(c) hereof;
2. Except as modified above, the terms and conditions of the
Employment Agreement are hereby confirmed and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 1 as of the date first above written.
HANDY & XXXXXX
By: /s/ Xxxxxx XxXxxxx
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Name: Xxxxxx XxXxxxx
Title: President and Chief
Executive Officer
Agreed to this 21st day
of December, 1998
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
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