1
Exhibit 10.51
EMPLOYMENT SEPARATION AND
-------------------------
GENERAL RELEASE
---------------
This Confidential Separation Agreement and General Release ("Agreement")
is made by and between BAR TECHNOLOGIES, INC., a Delaware corporation (the
"Company") and XXXXXXXXX X. XXXXXXXX (the "Executive"). The parties enter into
this Agreement to set forth the terms of their understanding regarding the
termination of Executive's employment with the Company and the good faith
settlement of all claims or causes of action by or on behalf of Employee.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
SECTION 1 - TERMINATION OF EMPLOYMENT. Executive shall cease to be an
employee of the Company on November 20, 1998 ("Termination Date"). Until his
Termination Date, Executive shall endeavor to assist in the conduct of the
Company's business as is reasonably required by the Company. On his Termination
Date, Executive shall deliver to the Company all of the Company's property in
Executive's custody or control, including without limitation, all credit cards,
records and documents, physical and electronic files, computers, software, and
any other office equipment, furniture and supplies.
SECTION 2 - SEVERANCE PACKAGE. For and in consideration of this
Agreement, including without limitation, the release set forth in Section 3 of
this Agreement, the Company shall provide and Executive shall receive the
following severance package:
(a) SALARY AND BONUS. Executive shall continue to receive
through the Termination Date his current salary and
benefits. All earned but unpaid salary shall be paid no
later than the first regular payroll date following the
Termination Date. Executive shall also receive the
minimum bonus for 1998 of Fifty-Five Thousand Dollars
($55,000), payable within 90 days after the close of
the year, but in no event later than the date that
minimum bonuses are paid to other executive employees
for 1998.
(b) VACATION. Pursuant to the parties' Employment Agreement
dated December 2, 1996, Executive is entitled to twenty
(20) business days paid vacation in calendar year 1998.
The Company agrees to pay Executive by December 31,
1998 for any vacation days not used prior to the
Termination Date.
(c) SEVERANCE BENEFIT. Executive shall be entitled to
receive a severance payment from Company in the amount
of One Hundred and Forty-Five Thousand Dollars
($145,000), which amount equals
2
one (1) year of Executive's base salary as of the
Termination Date. This severance payment shall be paid
in twenty-four (24) consecutive, equal semi-monthly
installments of Six Thousand Forty-One Dollars and
66/100 ($6,041.66) beginning on a pro rata basis on
November 30, 1998. Pursuant to the parties' December 2,
1996 Employment Agreement, payments to Executive under
this subsection shall be offset by any compensation the
Executive earns with a new employer or from
self-employment. The Company agrees that if Executive
does become employed before November 20, 1999,
Executive's first Thirty Thousand Dollars ($30,000) in
wages from his new employer will not be subject to this
setoff requirement.
(d) Executive will also be entitled to a lump sum severance
payment of Twenty-Six Thousand Dollars ($26,000)
payable on December 31, 1998 if he remains employed
with the Company through his Termination Date.
(e) During the period November 21, 1998 through November
20, 1999, the Company agrees to provide Executive at
Company expense with the following benefits at coverage
levels comparable to the coverage levels provided to
Executive as of the Termination Date: health insurance
under the Company's Salaried Employees' Health Care
Plan (or under a plan providing substantially similar
benefits and coverage) and life insurance. Such
coverage will terminate sooner if, and when, Executive
secures employment with another employer who provides
health and/or life insurance benefits for which
Executive is eligible at no cost to Executive. If such
replacement coverage is not equivalent to coverage
provided by the Company, then Company will provide
secondary coverage to Executive to November 20, 1999.
(f) REIMBURSEMENT BONUS. The Company agrees that the
Executive is not responsible for reimbursement of any
portion of the signing bonus as described in Section
3.3 of the parties' December 2, 1996 Employment
Agreement.
(g) STOCK OPTIONS. Executive shall receive Twenty-Five
Thousand Dollars ($25,000) in lieu of any rights to
purchase shares of company pursuant to Appendix A of
the parties' December 2, 1996 Employment Agreement or
any other document pertaining to options on Company
stock. Payment under this subsection (g) shall be made
on the first to occur of June 30, 1999 or the date on
which Bar Technologies, Inc. and Republic Engineered
Steels, Inc. are merged into a single business entity.
-2-
3
(h) PERFORMANCE BONUS. The Company shall pay Executive a
performance bonus in the amount of Twenty Thousand
Dollars ($20,000) within sixty days of the Termination
Date.
(i) GENERAL LIMITATIONS. Executive acknowledges that except
as set forth in this Section 2, the Company shall have
no further obligations for compensation payments or
benefit payments under the Employment Agreement or
Appendix A to the Employment Agreement. Executive shall
be responsible for all income taxes applicable to the
payments, compensation, and benefits provided to
Executive under this Section 2. Company shall have the
right to deduct Executive's portion of Social Security
taxes and all federal, state, and municipal taxes from
the payments due under this Section 2. Executive
acknowledges that the majority of the compensation and
benefits provided herein are given in consideration of
the general release contained in this Agreement; that
Executive would not otherwise be entitled to such
compensation and benefits; that such compensation and
benefits are offered in the spirit of promoting the
good faith settlement of all matters between the
parties; and that payment of such compensation and
benefits does not constitute an admission by Company of
any liability to Executive in connection with any of
the matters that are the subject of the general
release.
SECTION 3 - GENERAL RELEASE OF CLAIMS.
(a) In consideration of the benefits provided herein,
Executive hereby releases and discharges the Company,
its officers, directors, employees, representatives,
agents, shareholders, successors and assigns, including
RES Acquisition Corporation and Republic Engineered
Steels, Inc. from any and all claims, demands, actions,
causes of action, liabilities, costs, damages,
expenses, and attorneys fees, whether known or unknown
arising in any way out of, or relating in any manner to
the employment of Executive by the Company, the
termination of such employment, or any condition or
benefit of employment, including but not limited to,
claims for breach of contract, breach of promise, loss
of income, backpay, reinstatement, frontpay, impairment
of earning capacity, discrimination under state law
and/or under federal law, wrongful termination, damage
to reputation, fraud, violation of public policy,
violation of statute, infliction of mental or emotional
distress, intentional tort, or any other claim or
damage. Executive agrees to refrain from instituting,
maintaining or prosecuting a claim, action, suit,
charge or other cause of action against the Company
arising
-3-
4
out of his employment, termination of employment, or
any condition or benefit of employment. The release
given under this section includes but is not limited
to, claims arising from any alleged violation by the
Company and/or its affiliates of any federal, state, or
local statutes, rules, regulations, ordinances or
common loss, including but not limited to, the Age
Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act),
the Employee Retirement Income Security Act of 1974, as
amended, Title VII the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1866, as amended, the
National Labor Relations Act, as amended, the Ohio
Revised Code Section 4112 et seq and Section 4101.17,
as amended, or claims growing out of legal
restrictions, if any, on an employer's right to
terminate its employees.
(b) Executive expressly acknowledges that this Agreement is
intended to include in its effect. without limitations,
all claims which have arisen in Executive's favor prior
to the Termination Date and that this Agreement
contemplates the extinguishment of any and all claims
including, without limitation, any such claims which
Executive does not know to exist even though Executive
has no reason to know or suspect that they may exist.
Further, it is the intention of Executive, in executing
this Agreement, that the same shall be effective as a
bar to each and every claim, demand and cause of
action, including those herein above specified.
Executive acknowledges that he may hereafter discover
claims or facts in addition to or different from those
which he now knows or believes to exist with respect to
the subject matter of this Agreement, and which, if
known or suspected at the time of executing this
Agreement, may have materially affected this
settlement.
(c) Executive represents and certifies that he has
carefully read and fully understands all provisions and
effects of this Agreement, and has been advised by the
Company to discuss thoroughly all aspects of this
Agreement with Executive's private attorney if he
chooses; that Executive is voluntarily entering into
this Agreement; that neither the Company nor employees,
officers, agents, representatives or attorneys have
made any promises. representations or statements
concerning the terms of effects of this Agreement other
than those expressly contained herein.
SECTION 4 - NON-DISCLOSURE/NON-COMPETITION. Executive agrees to abide
by the terms of this Section 11 of his December 2. 1996 Employment Agreement
with the Company regarding non-disclosure of confidential information and
non-competition. In addition, the Executive covenants and agrees not to use or
disclose to any third parry any confidential. proprietary information pertaining
to the business, processes, or systems of the Company without
-4-
5
the prior written consent of the Company. Executive further covenants and agrees
that he shall refrain from:
(a) Making any critical or derogatory public statements
concerning the Company, its officers, directors, or
employees;
(b) Taking any other action which would adversely effect
the Company's reputation or business prospects.
The Company covenants and agrees that it shall refrain from making any
critical or derogatory public statements concerning the Executive or taking any
other action which would adversely effect the Executive's reputation or business
prospects.
SECTION 5 - GENERAL PROVISIONS
(a) Executive hereby acknowledges that he has been advised
to consult with his attorney and given at least
twenty-one (21) days to review and consider all of the
terms, conditions, and covenants entered into herein
and has consulted his attorney in connection with such
negotiations, review, and consideration prior to the
execution of this Agreement.
(b) This Agreement shall be deemed to have been made and
entered into in the State of Ohio and shall, in all
respects, be interpreted, enforced, and governed under
the laws of the State of Ohio and the United States,
and the parties consent to exclusive venue and
jurisdiction in the courts of the State of Ohio for the
resolution of any dispute arising under this Agreement.
(c) The severance benefit payable under this Agreement
shall not be deemed to be salary or other compensation
to Executive for purposes of computing benefits to
which he may be entitled under any pension or other
arrangement of Company for the benefit of its
employees.
(d) Any and all obligations of the Company, its successors,
and assigns. shall be relieved and discharged after the
date of the death of Executive except for those
payments and benefits owed to Executive's survivors
pursuant to the terms and conditions of any qualified
retirement plan maintained by the Company; and except
for payments or benefits under Sections 2(a), (b), (c).
(d), (g), and (h) above, which payments will be made to
Executive's estate,
(e) Should any provision of this Agreement be declared or
be determined by any court to be illegal or invalid,
the validity of the remaining parts, terms, or
provisions shall not be affected thereby
-5-
6
and said illegal or invalid part, term, or provision
shall be deemed not to be a part of this Agreement.
(f) This Agreement sets forth the entire agreement between
the parties hereto, and fully supersedes any and all
prior agreements or understandings between the parties
pertaining to the subject matter of this Agreement.
(g) Executive may rescind this Agreement for a period of
seven (7) days following the date of Executive's
signature set forth below by providing written notice
to the Company of his intention to rescind this
Agreement. This Agreement shall become fully effective
and enforceable upon the expiration of such seven (7)
day period, in which case both parties shall be fully
bound by the terms hereof.
IN WITNESS WHEREOF the Executive and Company have executed this
Agreement.
12/23/98 /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------- -----------------------------
Date Xxxxxxxxx X. Xxxxxxxx
"Executive"
BAR TECHNOLOGIES, INC.
10/25/98 By: /s/ Xxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Date its: Chief Executive Officer
-------------------------
"Company"
-6-
