EXHIBIT 10.1.4
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 7th day of April, 1994, between THE DOE RUN
RESOURCES CORPORATION, a New York corporation, doing business in Missouri under
the trade name "The Doe Run Company" (herein called the "Company"), with its
principal office at 0000 Xxxx 000 Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000 and Xxxx X.
XxxxXxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employee has for some years been employed by the Company or a
predeessor, and Company desires to continue to employ the Employee and Employee
desires to continue to be employed by the Company, all on the terms hereof;
In consideration of the mutual covenants herein contained, it is hereby
agreed as follows:
1. TERM AND DUTIES.
Commencing on the date of this Agreement and continuing until October
31, 1999, unless sooner terminated or extended as herein provided (the
"Employment Term"), the Company shall continue to employ the Employee as its
Vice President and General Manager-Smelting. During the Employment Term the
Employee shall continue to devote all of his business time and his best efforts
to the business of the Company, and its subsidiaries, as may be necessary to
perform his duties hereunder, in accordance with the policies, procedures,
business plans and budgets from time to time established by the Board of
Directors, and the Chairman of the Board and the President and shall not have
any other business affiliations. Employee hereby accepts continued employment
hereunder.
2. COMPENSATION.
In full compensation for the services to be rendered by the Employee to
the Company and its subsidiaries hereunder, during the Employment Term, the
Company will pay to the Employee, and the Employee shall accept:
(a) A basic annual salary of $132,600 for each employment year
of the Employment Term payable in installments not less frequently than
monthly, and increased as the Board of Directors may, from time to
time, determine in its discretion; plus
(b) For each fiscal year (November 1 to October 31) of the
Company ending during the employment of the Employee, a year end bonus
of not less than $30,000 nor more than $60,000 as may be determined by
the Company in its sole discretion, PROVIDED THAT the Employee is in
the employ of the Company at the close of such year and the Company
shall not have incurred a net loss before taxes for such fiscal year
determined in accordance with generally accepted
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accounting principles followed by the Company in preparing its audited
balance sheet as of the date of this Agreement but before giving
effect to this clause (b), and to like provisions in any other
employment agreement to which the Company is a party. The bonus for
each fiscal year shall, if due, be paid as promptly as practicable
after the independent accountants for the Company shall have
determined, and reported in writing, as to whether the Company had a
net loss within the meaning of this clause (b) for such year; plus
(c) such additional amounts, if any, as the Board of Directors
of the Company may determine from time to time in its discretion.
3. PLACE OF EMPLOYMENT.
The Employee's regular place of employment during the Employment Term
shall be at the Herculaneum Smelting Division of the Company in Herculaneum,
Missouri. The Employee may not be required to relocate without his consent.
4. TRAVEL; EXPENSES.
The Employee shall engage in such travel as may reasonably be required
in connection with the performance of his duties, in accordance with prior
practice.
All reasonable travel and other expenses incurred by the Employee (in
accordance with the policies of the Company established from time to time) in
carrying out his duties hereunder will be reimbursed by the Company on
presentation to it of expense accounts and appropriate documentation in
accordance with the customary procedures of the Company for reimbursement of
executive expenses. The Employee shall be entitled to a travel expense advance
in the discretion of the Company when anticipated travel warrants such advance.
5. Early Termination of Employment Term ON DISABILITY OR DEATH.
(a) If during the Employment Term, the Employee fails because
of illness or other incapacity (including incapacity because of
substance abuse) to render to the Company the services required of him
hereunder for a period of two months (during which the Company shall
continue the Employee's compensation at the rates herein provided), the
Company may, in its discretion, give one month notice of termination of
the Employment Term (during which the Employee's compensation shall
likewise be continued), and if the Employee shall not resume full
performance of his duties within such one month period, the Employment
Term shall terminate at the expiration thereof, provided that any such
termination shall not affect the right of the Employee (or his estate)
to continue to receive benefits under any disability insurance plan or
program covering the Employee which is in effect at the date of
termination, and further provided that if any such termination shall be
during a fiscal year and the Company shall not have a net loss before
income taxes determined as provided in paragraph 2(b) for such fiscal
year, the Employee shall be entitled to a pro-rata portion of the
minimum bonus for such year based on the number of full months worked
by him in such year.
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(b) The Employment Term shall end upon the death of the
Employee, provided that (i) if the Employee shall die during a fiscal
year, and the Company shall not have a net loss, determined as provided
in paragraph 2(b), for such fiscal year, the Employee shall be entitled
to a pro-rata portion of the minimum bonus for such year, based on the
number of full months worked by him during such year.
6. VACATION.
During the Employment Term, the Employee shall be entitled to vacation
periods in accordance with previously agreed-to vacation entitlement or with the
*Vacation Policy for St. Louis Office Employees on April 7, 1994, to be taken at
such time or times as shall be mutually convenient to the Company and the
Employee (but not more than two weeks consecutively except as may be
specifically approved by the President). Unused vacation shall not accumulate
from year to year.
* 1-4 years service = 2 weeks vacation
5-11 years service = 3 weeks vacation
12-19 years service = 4 weeks vacation
20-29 years service = 5 weeks vacation
30 or more years service = 6 weeks vacation
7. CONFIDENTIALITY; COMPETITION.
(a) For the purposes hereof, all confidential information
about the business and affairs of the Company (including, without
limitation, business plans, financial and marketing information and
information about its secrets and machinery, designs, plans patterns
and specifications, formulae, processes, inventions and discoveries,
and name of suppliers and customers and nature of dealings with them)
constitute "Company Confidential Information. " For some years, the
Employee has been a senior officer of the Company or a predecessor. He
acknowledges that he has 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 the Employee during or after the
termination of his employment by the Company could cause serious injury
to the business of the Company. Accordingly, the Employee agrees that
he will forever keep secret and inviolate all Company Confidential
Information which shall have come or shall hereafter come into his
possession, and that he will not use the same for his own private
benefit, or directly or indirectly for the benefit of others, and that
he will not disclose such Company Confidential Information to any other
person.
(b) During the Employment Term, the Employee will not (whether
as an officer, director, partner, proprietor, investor, associate,
employee, consultant, adviser, public relations or advertising
representative or otherwise), directly or indirectly, be engaged in any
aspect of the business of lead mining, milling, recycling or sale
within the continental United States (which the parties acknowledge is
the Company's trading area). For purposes of the preceding sentence,
the Employee shall be deemed to be engaged in any business which any
person for whom he shall perform services is engaged. Nothing herein
contained shall be deemed to prohibit the Employee from owning, as a
passive investment, a security of any issuer which is not a supplier,
vendor, customer or competitor of the Company.
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(c) Within the terms of this Agreement, it is intended to
limit disclosure and competition by the Employee to the maximum extent
permitted by law. If it shall be finally determined by any court of
competent jurisdiction ruling on this Agreement that the scope or
duration of any limitation contained in this paragraph 7 is too
extensive to be legally enforceable, then the parties hereby agree that
the scope and duration (not greater than that provided for herein) of
such limitation shall be the maximum scope and duration which shall be
legally enforceable and the Employee hereby consents to the enforcement
of such limitation as so modified.
(d) The Employee acknowledges that any violation by him of the
provisions of this paragraph 7 could cause serious and irreparable
damages to the Company. He further acknowledges that it might not be
possible to measure such damages in money. Accordingly, the Employee
further acknowledges that, in the event of a breach or threatened
breach by him of the provisions of this paragraph 7, the Company may
seek in addition to any other rights or remedies, including money
damages, an injunction or restraining order, restraining the Employee
from doing or continuing to do or perform any acts constituting such
breach or threatened breach.
8. EMPLOYEE'S INVENTIONS.
The Employee agrees to assign and transfer to the Company, its
successors and assigns, his entire right, title and interest in and to any or
all inventions, designs, discoveries and improvements which he may make, either
solely or jointly with others, during the Employment Term hereunder and for a
period of one (1) year thereafter, which relate in any way to the business or
products of the Company, together with all rights to letters patent which may be
granted thereon. Immediately upon making any inventions, designs, discoveries or
improvements, the Employee shall notify the Company and, without further
compensation, shall execute and deliver to the Company such documents as may be
necessary to prepare or prosecute applications for patents upon such inventions,
designs, discoveries and improvements, and shall assign and transfer to the
Company his entire right, title and interest therein. the Company shall pay all
expenses involved in carrying out the provisions of this paragraph 8.
9. BENEFITS.
The company agrees to provide to the Employee during the Employment
Term the retirement plan, 401-(k) Savings Plan, medical, hospitalization,
dental, life and AD&D, disability, travel accident insurance, as well as the
executive auto allowance program and other benefits as provided to the Employee
on March 31, 1994.
10. EMPLOYEE'S REPRESENTATION.
Employee hereby represents to the Company that he has full right and
power to enter into his Agreement and carry out his duties hereunder, and that
same will not constitute a breach of or default under any employment,
confidentiality, non-competition or other agreement by which he may be bound.
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11. DEFAULT BY EMPLOYEE.
If the Employee shall:
(i) commit an act of dishonesty against the Company or fraud
upon the Company; or
(ii) breach his obligations under-this Agreement and fail to cure
such breach within five (5) days after written notice
thereof; or
(iii) be convicted of a crime involving moral turpitude; or
(iv) fail or neglect diligently to perform his duties hereunder
and continue in his failure after written notice;
then, and in any such case, the Company may terminate the employment of the
Employee hereunder and, in the event of any such termination, the Employee shall
no longer have any right to any and all benefits (including future salary
payments) which would otherwise have accrued after such termination.
12. AUTOMATIC RENEWAL.
This Agreement shall automatically renew and be extended from year to
year upon the expiration of the Employment Term (as extended if extended) unless
terminated by either party by written notice given to the other at least three
months prior to its termination date. If any such notice shall be given, this
Agreement shall terminate on the next succeeding October 31.
13. SUCCESSORS.
The rights, benefits, duties and obligations under this Agreement shall
inure to and be binding upon the Company, its successors and assigns and upon
the Employee and his legal representatives, legatees and heirs. It is
specifically understood, however, that this Agreement may not be transferred or
assigned by the Employee. The Company may assign any of its rights and
obligations hereunder to any subsidiary or affiliate of the Company, or, by
written instruction to a successor or surviving corporation resulting from a
merger, consolidation, sale of assets or stock, or other corporate
reorganization, on condition that the assignee shall assume all of the Company's
obligations hereunder (but nevertheless the Company shall remain liable
hereunder) and it is agreed that such successor or surviving corporation shall
continue to be obligated to perform the provisions of this Agreement.
14. NOTICES.
Notices hereunder shall be in writing and shall be sent by telegraph or
by certified or registered mail, telecopy, or recognized overnight delivery
service (such as Federal Express) prepaid as follows:
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TO EMPLOYEE: TO COMPANY:
Xxxx X. XxxxXxxxxxx The Doe Run Company
P. O. Box 476 c/o The Renco Group, Inc.
Xxxxxxxx, XX 00000 00 Xxxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxx Xxxxxxx
Chairman
After October 1, 1994:
00 Xxxxxxxxxxx Xxxxx
00xx xxxxx
Xxx Xxxx, XX
with copies to:
The Doe Run Resources
Corporation
0000 Xxxx 000 Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: President
and
Xxxx Xxxxx & Xxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. D"Atri, esq.
and shall be deemed to have been given when telecopied to the addressee or three
days after placed in the mail or the second business day following delivery to a
recognized overnight delivery service (such as Federal Express) or a telegraph
company, prepaid and properly addressed. Notices to the Employee may also be
delivered to him personally. Notices of change of address shall be given as
provided above, but shall be effective only when actually received.
15. WAIVERS.
The failure of either party to insist upon the strict performance of
any of the terms, conditions, and provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance therewith, and said
terms, conditions, and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement on the part of the Company,
shall be effective for any purposes whatsoever unless such waiver is in writing
and signed by the Company.
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16. ENTIRE AGREEMENT; GOVERNING LAW.
There are no oral or written understandings concerning the Employee's
employment outside of this Agreement and the separate Net Worth Appreciation
Agreement between the Company and the Employee. This Agreement may not be
modified except by a writing signed by the parties hereto. This Agreement
supersedes any and all prior employment agreements or understandings. This
Agreement is made under, and shall be construed in accordance with, the laws of
the State of Missouri, applicable to agreements to be performed wholly within
that state.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
THE DOE RUN RESOURCES CORPORATION
Attest: doing business as THE DOE RUN COMPANY
/s/ XXXXXX XXXXXXX By: /s/ XXX XXXX XXXXXXX 10/21/94
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Witness:
/s/ LIL XXXXXX /s/ XXXX X. XXXXXXXXXXX 8/11/94
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Xxxx X. XxxxXxxxxxx, Employee
