April 14, 2008
[Missing Graphic Reference]
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Titanium
Metals Corporation
Three
Lincoln Centre
0000
XXX Xxxxxxx
Xxxxx
0000
Xxxxxx,
Xxxxx 00000-0000
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Telephone: (000)
000-0000 Telephone Facsimile: (972) 448-1445
April 14,
2008
CONFIDENTIAL
Xx.
Xxxxxxx X. Xxxxxxxx Via
Hand Delivery
000
Xxxxxxxx Xxxx
Pottstown,
PA 19465
Dear
Xxxxx:
In
accordance with our discussions, Titanium Metals Corporation (“TIMET” or the
“Company”) hereby accepts your resignation as President – Global Operations and
Chief Operating Officer of TIMET (and all other titles and positions you have
with TIMET or any of its affiliates) effectively immediately. You will be paid
for your services to TIMET in such capacity through April 15,
2008. This will confirm that TIMET and you have agreed, in exchange
for the consulting agreement provided herein to terminate immediately that
certain Employment Agreement dated January 1, 2007 between you and Titanium
Hearth Technologies, Inc. with no further obligation on either party’s behalf
except as provided herein. Notwithstanding such termination, you agree the
consulting payments provided herein are conditioned upon your agreement to
comply with and remain bound by the provisions contained in Sections 8, 9, 10
and 11 of your Employment Agreement, which shall survive the termination of the
Employment Agreement.
Following
the termination of your employment, you agree to provide professional consulting
services to TIMET on matters as requested by TIMET from time to time during the
term hereof. You will use your best efforts in performing such
services for TIMET. You will be permitted to perform services for
others during the term hereof, including full time employment with another
company, provided that you undertake reasonable efforts to perform services for
TIMET as specifically requested hereunder. It is contemplated that
your services will be provided on an as-needed basis as reasonably requested by
TIMET to assist with the transfer of knowledge that you have gained with TIMET
during your employment by TIMET. Your services hereunder are not
anticipated to require your full time efforts during the term
hereof.
This
agreement shall be for a twelve month term terminating on April 15, 2009. TIMET
will pay you a consulting fee of $550,000 during the term hereof payable in
semi-monthly installments in arrears with the first payment due on April 30,
2008. TIMET will also reimburse you for reasonable, documented
out-of-pocket business expenses in connection with your consulting services
hereunder.
You
may terminate this agreement at any time prior to such date by providing not
less than ten days’ prior written notice to TIMET, in which case you will
forfeit all consulting fees that would otherwise have been paid to you hereunder
after the date of termination (your final payment will be prorated through the
date of termination). This agreement may not be terminated by TIMET
except in the case of material breach by you which remains uncured after thirty
days prior written notice to you at the address listed above.
In
exchange for the payments and benefits provided to you under this letter, you
knowingly, voluntarily, and irrevocably release and forever discharge TIMET and
its officers, directors, shareholders, employees, and affiliates of and from all
actions or causes of action, suits, debts, covenants, contracts, agreements,
promises, obligations, damages, judgments, executions, liabilities, claims for
attorney’s fees and costs or disbursements, and any other claims or demands of
whatever kind or nature, whether known or unknown, suspected or unsuspected,
which you or your heirs, executors, or administrators ever had, now have, or may
have against TIMET and its officers, directors, shareholders, employees and
affiliates.
Sincerely,
/s/Xxxxx
X. X'Xxxxx, President
Xxxxx X.
X’Xxxxx, President
/s/Xxxxxx
X. Xxxxxx, Chief Executive Officer
Xxxxxx X.
Xxxxxx, Chief Executive Officer
Agreed:
/s/Xxxxxxx
X. Xxxxxxxx
Xxxxxxx
X. Xxxxxxxx