Exhibit 10-T
AMENDMENT NO. 5 TO THE
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AGREEMENT FOR THE TRANSFER OF EMPLOYEES
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THIS AMENDMENT, by and between NKK CORPORATION, a Japanese corporation, having
its main office at 0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (herein called
"NKK") and NATIONAL STEEL CORPORATION, a Delaware corporation having its
principal office at 0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx, XX 00000-0000, X.X.X.
(herein called "NSC"), is made effective December 11, 2000.
WITNESSETH:
WHEREAS, NKK and NSC entered into an Agreement for the Transfer of Employees
dated as of May 1, 1995 (the "Agreement"), pursuant to which certain employees
have been transferred from NKK to NSC for the purpose of providing technical
assistance, consulting services and business assistance to NSC;
WHEREAS, NKK and NSC desire to extend the term of the Agreement for an
additional year, through 2001; and
WHEREAS, NKK and NSC also desire to amend the Agreement to provide for
indemnification of NKK under certain circumstances.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Capitalized terms as used herein and not defined herein shall have the same
meaning as set forth in the Agreement.
2. In accordance with Section 15 of the Agreement, the term of the Agreement
is hereby extended for an additional Contract Year, from January 1, 2001
through December 31, 2001 (the "2001 Contract Year").
3. The Reimbursable Expenses Cap for the 2001 Contract Year shall be Seven
Million Dollars ($7,000,000).
4. The following shall be added as a new Section 25 of the Agreement:
"25. INDEMNIFICATION
25.1 Subject to the terms and conditions set forth in this Section
25, NSC hereby agrees to indemnify, defend and hold harmless NKK and
its subsidiaries (including without limitation NKK U.S.A.
Corporation), directors, officers and employees (together, the
"Indemnitees") from and against any claims, actions, suits,
proceedings and expenses, including reasonable attorneys fees, which
result from the fact that Transferred Employees are or have been
sent to NSC by NKK (together, the "Claims"); provided however that
NSC shall have no obligation with respect to any Claim which results
from (A) an action taken by a Transferred Employee at the direction
of an Indemnitee which was not approved by NSC, or (B) the
negligence or misconduct of an Indemnitee. It is understood and
agreed that (i) the term Claim shall include Xxxxx Xxxxx et. al. v.
NKK Corporation, et. al., filed in the Circuit Court, Third Judicial
Circuit in Madison County, Illinois on September 7, 1999 and (ii)
the indemnification provided in this Section 25 shall also apply to
any Claim that was commenced prior to the date of this Amendment No.
5 to the Agreement.
25.2 In the event that an Indemnitee receives notice of a Claim, it
shall immediately (i) notify NSC in writing, specifying the nature
of the Claim and the total monetary amount or other relief which is
sought, and (ii) provide to NSC a copy of any lawsuit, complaint or
other pleading which is filed; provided, however, that the failure
of the Indemnitee to provide such notice will not relieve NSC of its
obligations hereunder, except to the extent that NSC's ability to
defend the Claim is prejudiced thereby.
25.3 NSC shall have the right to assume and control, at NSC's
expense, the defense and settlement of the Claim with counsel of its
choice. NSC shall notify the Indemnitee of its election to assume
the defense of the Claim within 15 days after receiving the notice
and other documents required pursuant to Section 25.2 above.
25.4 If NSC elects to assume the defense of a Claim, it may settle
such Claim in its sole discretion so long as either (a) such
settlement is a monetary settlement which provides an unconditional
release of the Indemnitee with respect to the Claim, or (b)
Indemnitee consents to such settlement, which consent shall not be
unreasonably withheld.
25.5 If NSC shall not have assumed the defense of the Claim within
the 15 day period set forth in Section 25.3 above, the Indemnitee
may assume the defense with counsel selected by it and may make any
compromise or settlement thereof or otherwise defend the Claim, and
NSC shall pay to the Indemnitee all amounts paid by the Indemnitee
in the defense and settlement of the Claim.
25.6 In the event that NSC elects to assume the defense of the
Claim, the Indemnitee agrees to cooperate with NSC and its counsel
in the defense of the Claim. Such cooperation shall include, but not
be limited to, making available its employees and all relevant files
and records.
25.7 In the event that NSC elects to assume the defense of the
Claim, the Indemnitee shall nevertheless have the right to employ
separate counsel and participate in the defense of the Claim at its
own expense; provided that NSC shall, at all times, have the right
to control the defense of the Claim.
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25.8 In the event that NSC provides any indemnification or makes any
payment to Indemnitee in respect of any matter as to which
indemnification is provided for herein, NSC shall be subrogated to
the extent of such indemnification or other payment to all of the
related rights of recovery of Indemnitee against other persons or
entities. Indemnitee shall execute all documents reasonably required
and shall do everything that may be reasonably necessary to secure
such rights and enable NSC effectively to bring suit to enforce such
rights.
25.9 The indemnification provided for in this Section 25 shall not
be deemed exclusive of any other rights to which Indemnitee may be
entitled under the Agreement, any other agreement or applicable
law."
5. Each party represents and warrants to the other that it has the requisite
power and authority to enter into this Amendment, including, without
limitation, that all necessary corporate proceedings have been duly taken
as required under Section 15 of the Agreement.
6. Except as amended hereby, all of the terms of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 as of the
date first set forth above.
NATIONAL STEEL CORPORATION NKK CORPORATION
By:__________________________________ By:__________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
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