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Exhibit 10.29
STAND STILL AGREEMENT
This Stand Still Agreement is made this 3rd day of May, 2000 by and
between ________, an employee of Weirton Steel Corporation (hereinafter referred
to as "Optionee") and Weirton Steel Corporation, a Delaware corporation having
its principal place of business at 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxx
Xxxxxxxx 00000 (hereinafter referred to as "Corporation").
WHEREAS, the Optionee has previously been granted options to purchase
shares of the common stock of the Corporation pursuant to the terms of the
Corporation's 1987 and 1998 Non-Qualified Stock Option Plans; and
WHEREAS, the Optionee is desirous of exercising or otherwise monetizing
all or a portion of the value represented by the aforesaid said stock options;
and
WHEREAS, the Corporation is concerned that should the Optionee monetize
all of said value through the exercise of all of the options previously granted
to the Optionee, the subsequent sale thereof in the open trading market could
have a significant but temporary negative effect on the Corporation's stock
price, thereby being adverse to the interests of the Corporation's stockholders
in general.
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WHEREFORE, the parties hereto have agreed as follows:
1. The Optionee agrees to forbear from exercising options
representing __________ shares of the Corporation's common
stock (the "Forbearance Shares") for a period of twelve (12)
months from the date hereof.
2. In consideration of said forbearance, the Corporation agrees
to pay to the Optionee, within ten (10) days of the date of
this Agreement, a sum (the "Forbearance Price") equal to
twenty percent (20%) of the closing price of the Corporation's
common stock as established by trading on the New York Stock
Exchange on the date of this Agreement, multiplied by the
number of Forbearance Shares specified in Paragraph 1 above.
3. At the conclusion of each of the next four (4) fiscal quarters
of the Corporation, following the execution of this Agreement,
the Optionee shall be partially released from the obligations
of this Agreement and shall be entitled to exercise options
representing twelve percent (12%) of the number of forbearance
shares, and to the extent that the Optionee chooses not to
effectuate such an exercise, the right to so exercise shall be
cumulative, so that at the conclusion of the Corporation's
fiscal quarter on March 31, 2001 forty-eight percent (48%) of
the forbearance shares shall be released from this Agreement.
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4. In the event that the Optionee's employment with the
Corporation shall terminate by virtue of the Optionee's
retirement or resignation prior to the expiration date of this
Agreement, the Optionee shall be released from the obligation
to continue to forbear from exercising the subject options,
provided that, in the event of any such exercise, the Optionee
shall repay to the Corporation a sum of money equal to the
Forbearance Price multiplied by a fraction, the numerator of
which is the number 365 minus the number of days elapsed
between the date of this Agreement and said exercise and the
denominator of which shall be 365. In the event that the
Optionee's employment with the Corporation shall be
involuntarily terminated prior to the expiration of this
Agreement, the Optionee shall be released from the obligations
of the Agreement, and no repayment obligation shall arise in
connection with any subsequent option exercise.
5. In the event that the Optionee shall exercise an option on the
Forbearance Shares in breach of this Agreement, the Optionee
shall refund to the Corporation the entire Forbearance
Payment.
6. In all other respects, this Agreement and the obligations
contained therein, shall terminate on the 3rd day of May,
2001.
7. This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of West Virginia,
without regard to its conflict of laws provisions.
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8. No amendment or modification to this Agreement, or waiver of
any right hereunder, shall be valid and enforceable unless
contained in a writing duly executed by the parties hereto. No
waiver of any right shall be construed as a waiver of any
subsequent right, whether the same or different.
9. This Agreement shall not in any way operate as an amendment to
any Option Agreement previously granted by the Corporation to
the Optionee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
WEIRTON STEEL CORPORATION
By: __________________________________
Name:
Title:
______________________________________
OPTIONEE
Name:
