Exhibit 10.22
December 30, 1994
Xx. X. X. XxxXxxxxx
Vice President, Sales and Marketing
Special Metals Corporation
0000 Xxxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000-0000
Re: Severance Agreement
Dear Xx. XxxXxxxxx:
Special Metals Corporation (hereinafter referred to as the
"Company") desires, and by your signature below you have indicated that you are
agreeable, to set forth the terms and conditions under which the Company will
pay you severance in the event that during your employment with the Company a
"change of control" occurs.
Your employment with the Company shall continue for twelve
(12) months from the date you receive advance written notice of termination from
the Company following a "change of control" of the Company (the "Triggering
Event"). Commencing upon the occurrence of the Triggering Event, subject to the
terms of this Agreement, the Company shall provide you with twelve (12) months
(the "Severance Period") severance pay at your then current salary (but in no
event less than $109,007 per annum), payable in accordance with the Company's
normal payroll cycle; bonus and profit sharing payments, subject to the terms of
the Company's bonus and profit sharing plans, if any; the continuance of
employee benefits (including any group insurance coverage presently being
provided to you and your eligible dependents, including health, dental, vision
care and life insurance) during the Severance Period; and appropriate
out-placement services with a firm of the Company's choosing for a reasonable
period of time in any event not to exceed six months and at a cost of not more
than $10,000. After the occurrence of the Triggering Event, the Company, at its
sole discretion, may assign you appropriate duties and responsibilities
consistent with its needs during the first six months of the Severance Period
only but in no such event shall such duties and responsibilities require more
than 80 hours in any calendar month (it being understood that you shall have
time to seek other suitable employment).
In consideration of the severance benefits being provided to
you hereunder, you agree that you shall provide the Company with no less than
ninety (90) days advance written notice in the event you elect to terminate your
employment with the Company for any reason.
This Agreement shall inure to the benefit of, and be binding
upon, the Company and its successors and assigns, and upon you and your
executors,
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administrators, heirs and legal representatives. The Company and any successor
thereto shall honor the provisions of this Agreement in the event that during
your employment with the Company a "change of control" occurs.
For the purposes of this Agreement, a "change of control"
shall mean any one transaction or series of related transactions which causes
the ownership of all or substantially all of the then assets of the Company to
be transferred or beneficial ownership or voting rights with respect to more
than fifty percent of the then outstanding capital stock of the Company to be
transferred. Such transaction or transactions shall include without limitation:
(i) a consolidation or merger of the Company with or into another corporation;
(ii) the sale or transfer of (a) all or substantially all of the Company's
assets or (b) more than one-half of the value or voting power of the stock of
any subsidiary or affiliated corporation of the Company or the product of a
taxable or non-taxable spin-off, split-up or split-off; (iii) the creation of a
voting trust; (iv) any other method excluding sales or transfers of shares by or
between current shareholders; or (v) the effective change of control from Aubert
et Xxxxx to another entity. A "change of control" shall not include any
transaction or series of related transactions within Aubert et Xxxxx or between
the shareholders of Aubert et Xxxxx.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
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If the foregoing is acceptable to you, please execute the
duplicate original of this letter in the space provided below and return one
fully executed original to us.
Very truly yours,
SPECIAL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & Chief
Operating Officer
Accepted and agreed to this 30th
day of December, 1994.
/s/ X. X. XxxXxxxxx
--------------------------------
X. X. XxxXxxxxx
