WCI STEEL, INC.
0000 XXXX XXXXXX XX
XXXXXX, XX 00000-0000
as of June 1, 1999
Xx. Xxxx X. Xxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Net Worth Appreciation Participation Agreement
Dear Xx. Xxxxxxxx:
In connection with your employment by WCI Steel, Inc. ("Company"),
you are hereby granted a Net Worth Appreciation Agreement ("Agreement")
under which you and the Company agree as follows:
1. On June 1, 2002 provided that you continue to be
continuously employed by the Company from the date hereof through that
date, you shall receive a credit of one and one fifth percent (1-1/5%),
and on each of June 1, 2003 and June 1, 2004, you shall receive an
additional credit of two fifths of one percent (2/5%), provided that
you are continuously employed by the Company to such date, for a
maximum credit, if you remain employed by the Company continuously
through June 1, 2004 of two percent (2%) ("Maximum Credit"). You shall
not receive credit for any partial year of employment, unless your
employment terminates due to death or total disability, in which case
you shall be deemed to be vested in that percentage earned through the
next succeeding June 1st. (up to said Maximum Credit of two percent).
2. Cumulative Net Income Participation Benefit - There is
hereby established for your benefit an unfunded, unsecured, deferred
compensation account (the "Account") to which there shall be credited
an amount equal to (1) the product of a) the total percentage credited
to you under paragraph 1 (a maximum of two percent) multiplied by b)
the Cumulative Net Income (as defined), less (2) the cumulative amount
of payments made to you under paragraph 3. As a result of The Renco
Group, Inc. electing to become a subchapter S corporation for Internal
Revenue Code purposes effective with its fiscal year beginning November
1, 1998 and designating this Company and its subsidiaries as qualified
subchapter S subsidiaries, in determining Cumulative Net Income, as
defined, an assumed net tax rate of 38% shall be applied to
consolidated net income of the Company beginning November 1, 1998. The
Cumulative Net Income is the amount, if any, of 62% of the total of (a)
the cumulative consolidated net income of the Company available to its
Common Stock; plus (b) benefits expensed under this Agreement or
similar Net Worth Appreciation Participation Agreements which reduce
the cumulative consolidated net income in item (a), both from June 1,
1999 through the Measurement Date (as defined). In connection with
this Agreement, you agree to provide 30 days prior written notice of
your intention to voluntarily terminate your employment or retire. In
the event you voluntarily leave the Company's employ, the Measurement
Date for purposes of measuring compensation under this Agreement shall
be the end of the Company's fiscal quarter in which the 30-day notice
period ends. In the event your employment is terminated involuntarily
by the Company, the Measurement Date shall be the end of the fiscal
quarter immediately preceding the termination of your employment. If
there is no positive Cumulative Net Income, no deferred compensation
shall be due you under this Agreement. The determination of the
independent public accountants for the Company as to the Cumulative Net
Income, made in accordance with generally accepted accounting
principles, consistently applied, shall be conclusive. If your
employment shall be terminated for Cause (as defined) at any time, you
shall not receive any future payment under this Agreement. For
purposes of this provision, termination shall be deemed to be for
"Cause" only if the grounds therefore are one or more of the following:
(a) material conduct contrary to the best interests of WCI, (b)
continuing refusal or inability to perform the duties of your position
(other than for reasons of disability), or (c) illegal conduct having a
material impact on WCI.
3. Dividend Participation - If while you are employed by the
Company, the Company shall pay any cash dividend on its Common Stock
from Accumulated Earnings (as defined), or pay management fees to The
Renco Group, Inc., ("Renco"), or other affiliates of Renco other than
subsidiaries of the Company, in excess of one million, two hundred
thousand dollars per year, then the Company shall make a cash payment
to you equal to (a) 62% of the total amount of the cash dividends being
paid and excess management fees multiplied by (b) your Maximum Credit.
Accumulated Earnings is the amount of cumulative consolidated net
income, less dividends paid from Accumulated Earnings, both from
November 1, 1998 to the date of the cash dividend payment. If while
you are employed by the Company, the Company shall pay any cash
dividend on its Common Stock in excess of Accumulated Earnings, then
the Company shall make a cash payment to you equal to the total amount
of the dividend in excess of Accumulated Earnings multiplied by your
Maximum Credit.
4. Payment of Deferred Compensation Balances - Payment to you
of deferred compensation balances earned under this Agreement shall be
made in forty (40) equal quarterly installments, without interest,
commencing three (3) months after the Trigger Date (as defined) and
three (3) month intervals thereafter. The Trigger Date shall be the
earlier of your sixty second birthday, or the completion of twenty
continuous years of employment with the Company. If you remain
employed by the Company after the commencement of payments under the
Agreement, and continue to have earnings or losses under the Agreement,
the amount of the quarterly payment due you shall be recomputed on an
annual basis in the first fiscal quarter of each fiscal year to reflect
the balance of your Account at the end of the previous fiscal year
divided by 40 (i.e., a rolling ten year payment schedule). In the
event of your permanent disability, rendering you unable to engage in
your customary employment, payments measured and paid as described
above, if they have not already commenced, will commence. The period
during which the payments will be made is herein called the "Payment
Period". In the event of your death, your estate or beneficiaries
shall receive a payment, within 90 days of your death, equal to the
present value of the balance of your Account as determined under
Section 2 above computed using (a) 40 equal quarterly installments if
payments to you have not begun or the remaining Payment Period if
payments have previously started and (b) the discount rate used for
computing the present value of annuitized benefits under the provision
of the Internal Revenue Code of 1986 and the regulation thereunder as
the same may be amended from time to time.
5. Sale of Company's Stock or Assets - If, while you shall be
employed by the Company, Renco sells an interest in the Company or if
the Company sells substantially all of its assets, to a person who is
not an affiliate of Xxx Xxxx Xxxxxxx, then, upon the closing of such
sale, your Maximum Credit shall be deemed to be vested, and you shall
be entitled to receive a payment equal to your Maximum Credit (2%) of
the Net Proceeds (as defined) of the sale available for the Company's
Common Stock, in kind, on the same terms and conditions as the Company
or its shareholders is being paid. Net Proceeds, for purposes hereof,
shall mean the amount of the proceeds of the sale after deducting: (1)
all expenses of the sale; (2) all applicable taxes owed by the Company;
(3) 38% of all income recorded by the Company on a sale of assets which
is not subject to corporate level tax; (4) all liabilities retained by
the seller; and (5) all amounts to which holders of preferred stock are
entitled. Upon the sale of all or substantially all of the Company's
Assets or Common Stock, and except for such payment, neither you nor
this Company shall have any further rights or liabilities
hereunder.
6. Condition Precedent - During the Payment Period, you shall
comply with the following provisions as a condition precedent to your
right to receive payments:
(a) For the Purposes hereof, all confidential information about
the business and affairs of the Company (including, without limitation,
business plans, product design and specifications, financial,
engineering, and marketing information and information about costs,
manufacturing methods, names of suppliers and customers) constitute
"Company Confidential Information". You further acknowledge that for
some period, you have been a senior officer or manager of the Company.
You further acknowledge that you have in the past had, and will
continue to have, access to and knowledge of Company Confidential
Information, and that improper use or revelation of same by you during
or after the termination of your employment by the Company could cause
serious injury to the business of the Company. Accordingly, you agree
that you will forever keep secret and inviolate all Company
Confidential Information which shall have come or shall hereafter come
into your possession, and that you will not use the same for your own
private benefit, or directly or indirectly for the benefit of others,
and that you will not disclose such Company Confidential Information to
any other person.
(b) You agree that, as long as you are entitled to any part of
the payment, you will not, directly or indirectly, whether as employee,
consultant, proprietor, partner, controlling shareholder or other
capacity engage in the production, marketing, sale of financing
activities of any entity involved in the production of sale of flat
rolled steel products that competes with the Company. Should you
engage in any activity proscribed by the preceding sentence then the
Company's obligation to you to make the payment (or any unpaid part
thereof) shall automatically and permanently cease, and you shall be
deemed to have irrevocably released your right to same.
7. Notice - Any notices to be sent pursuant hereto shall be
sent by hand, certified or registered mail or overnight service to you,
at the address indicated below and to the Company, The Renco Group,
Inc., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, to the attention
of Xxx Xxxx Xxxxxxx, or to any other address which any of us may
designate by notice in writing.
8. General - Your rights under this Agreement may not be
assigned, transferred, pledged or hypothecated without the prior
approval of the Company, except that, upon your death, your interest in
the Account will vest in your estate or heirs and that during your
lifetime, you may assign your interest to a revocable or irrevocable
trust for the primary benefit of your spouse or any lineal descendant
of your or your spouse's grandparents. This Agreement sets forth the
entire understanding of you and the Company concerning this subject
matter. Any further additions, deletions or modifications of the
Agreement shall only be made in writing signed by you and the Company.
Please confirm that the foregoing correctly sets forth our full
agreement with respect to your Net Worth Appreciation Participation
Agreement by signing and returning the enclosed copy of this letter.
Very truly yours,
/S/ XXX XXXX XXXXXXX
----------------
Xxx Xxxx Xxxxxxx
Chairman of the Board
Confirmed and Agreed to:
/S/ XXXX X. XXXXXXXX
----------------
Xxxx X. Xxxxxxxx
