EXHIBIT 10.2
EXECUTION COPY
DIRECTOR AGREEMENT
THIS DIRECTOR AGREEMENT (this "Agreement"), dated the 17th day of
November, 2005, by and between Wolverine Tube, Inc., a Delaware corporation (the
"Company") and Xxxxxx X. Xxxxxxxx, an individual (the "Chairman"), as follows:
RECITALS
WHEREAS, effective December 9, 2005 (the "Retirement Date") the
Chairman will retire as the Chief Executive Officer of the Company and all other
officer and employee positions held by the Chairman in the Company;
WHEREAS, the Company has requested that the Chairman continue as
non-executive Chairman of the Board of Directors of the Company (the "Board of
Directors") following his retirement;
WHEREAS, the Chairman has agreed to continue as non-executive Chairman
of the Board of Directors following his retirement; and
WHEREAS, the parties hereto desire to set forth their respective rights
and obligations with respect to the Chairman's non-executive chair position.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises recited herein, agree as follows:
Duties and Responsibilities
1. From and after the Retirement Date, the Chairman shall
serve in the following capacities as determined by the Company's
shareholders, the Board of Directors, and the Chairman: (i) director
and the Chairman of the Board of Directors until the Company's 2008
annual meeting of shareholders and (ii) member of up to two committees
of the Board of Directors during the term of his service as a director.
The Chairman agrees to perform customary duties of a non-executive
Chairman of the Board of Directors in consultation with the Company's
Chief Executive Officer (the "CEO") and the Board of Directors, but
shall have no executive office or exercise any executive powers.
Compensation and Benefits
2. As full and total compensation for services rendered under
this Agreement, Company shall pay (a) The Chairman a fee at the rate of
$75,000 per year (payable at the times directors receive their annual
fees) and equity grants equivalent to those received by other outside
directors for service as Chairman of the Board of Directors in lieu of
the compensation paid to Company directors including any board and
committee meeting fees otherwise paid to Company directors; provided
however, (x) in the event the Chairman is a member of the Board of
Directors but does not serve as Chairman thereof, he shall only be
entitled to receive board and meeting fees and equity grants which are
commensurate with the fees and equity grants received by other
non-Chairman directors or (y) in the event the Chairman ceases to be a
director, he shall not thereafter be entitled to any board or committee
meeting fees or equity grants, and (b) the Chairman's reasonable travel
expenses to and from the Company headquarters and such other location
of Company business in compliance with the Company's travel policy for
directors. The Chairman shall submit an application for such
reimbursement in a form acceptable to the Company and shall provide all
backup documentation.
3. Company shall reimburse the Chairman for reasonable client
entertainment and other reasonable business expenses in accordance with
the policies of Company.
4. Company shall make available secretarial and administrative
support in connection with the Chairman's performance of duties during
the term of this Agreement; provided, however, that such secretarial
and administrative support shall only be provided from the Company's
headquarters.
5. No additional compensation or fee shall be payable by
Company to the Chairman by reason of any benefit gained by Company
directly or indirectly through the Chairman's efforts on Company's
behalf, nor shall Company be liable in any way for any additional
compensation, fee, expense reimbursement, or any employee benefit or
fringe benefit available to employees of the Company unless the parties
have expressly agreed thereto in writing.
Term and Termination
6. This Agreement shall be effective as of the Retirement Date
and shall terminate no later than the date of the Company's 2008 annual
shareholders' meeting (the "Termination Date"). Notwithstanding the
foregoing, in the event the Chairman ceases to be a member of the Board
of Directors for any reason whatsoever, including resignation or
non-election, prior to the Termination Date the Company shall have no
further obligation to pay the Chairman any fees or reimburse the
Chairman for expenses incurred thereafter.
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Indemnification and Liability Insurance
7. The Company hereby agrees to indemnify the Chairman and
hold him harmless to the fullest extent permitted by applicable law
against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable
attorney's fees), losses, and damages resulting from his good faith
performance of his duties and obligations with the Company as a member
of its Board of Directors. This provision is in addition to any other
rights of indemnification the Chairman may have, including the
Indemnity Agreement dated February 15, 2005 (which shall remain in full
force and effect). This provision shall survive any termination of this
Agreement or the Chairman's services.
8. The Company shall cover the Chairman under its director's
liability insurance both during and, while potential liability exists,
after the term of this Agreement in the same amount and to the same
extent as the Company covers its other directors. This provision shall
survive any termination of this Agreement or the Chairman's services.
General Provisions
9. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns. The
Chairman's rights and obligations under this Agreement may not be
assigned without prior written consent of Company. The Company may not
assign its rights and obligations hereunder without the prior written
consent of the Chairman, except to a successor to all or substantially
all of the assets of the Company and then only if such assignee
promptly delivers to the Chairman a written assumption of the
obligations hereunder.
10. This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama.
11. This Agreement shall constitute the sole agreement between
the parties hereto with respect to the subject matter hereof and shall
supersede any and all prior agreements or understandings relating to
the subject matter hereof. No change or amendment to this Agreement
shall be binding unless in writing and signed by both parties.
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12. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
13. The headings in this Agreement are for reference only, and
shall not affect the meaning or interpretation of this Agreement.
14. In the event that any provision of this Agreement shall be
declared to be invalid, illegal or unenforceable, such provision shall
survive to the extent it is not so declared, and the validity, legality
and enforceability of the other provisions hereof shall not in any way
be affected or impaired thereby, unless such action would substantially
impair the benefits to any party of the remaining provisions of this
Agreement.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed as of the date first indicated above.
Xxxxxx X. Xxxxxxxx Wolverine Tube, Inc.
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CHAIRMAN COMPANY
/s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
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Title: Chief Operating Officer & President
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EXECUTION COPY
INDUCEMENT
As an inducement to Wolverine Tube, Inc. (the "Company") to enter into
the Consultant Agreement with DH Partners, LLC (the "Consultant") dated as of
November 17, 2005 and annexed hereto as Exhibit A (the "Consulting Agreement"),
the undersigned hereby acknowledges and represents that he has carefully read
the Consulting Agreement in its entirety and is fully familiar with all of the
obligations, requirements, representations and warranties contained therein
relating to the Consultant and, in consideration of the Company's execution of
the Consulting Agreement, the undersigned hereby warrants, covenants and agrees
that (i) he will perform the consulting services set forth in the Consulting
Agreement on behalf of the Consultant and (ii) he will be bound by all of the
obligations and requirements set forth in Paragraphs 11 and 14 of the Consulting
Agreement in the same manner as if he had personally entered into the Consulting
Agreement with the Company in the place of the Consultant.
Dated as of November 17, 2005
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
