Exhibit 10.18
December 30, 1994
Xx. Xxxxxx X. Xxxxxxx
Vice President, Secretary and
Chief Legal Counsel
Special Metals Corporation
0000 Xxxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000-0000
Re: Amended and Restated Employment Agreement
Dear Xx. Xxxxxxx:
Reference is made to the employment agreement, dated January
4, 1988, as amended by letter agreements, dated March 26, 1992 and April 21,
1994, between Special Metals Corporation (hereinafter referred to as the
"Company") and you (as so amended, the "Employment Agreement"). The Company
desires, and by your signature below you have indicated that you are agreeable,
to amend and restate the Employment Agreement to read as follows:
1. You shall serve the Company as Vice President, Secretary
and Chief Legal Counsel, or in such other executive positions as the
Company may direct, performing all duties relating to your position or
as shall be assigned to you from time to time by the Company, using
your best energies and abilities in the performance of such duties.
2. The employment period (hereinafter referred to as the
"Employment Period") shall continue for eighteen (18) months from the
date you receive advance written notice of termination from the
Company; or, alternatively, for ninety (90) days from the date the
Company receives advance written notice of termination from you. The
Employment Period shall, however, terminate upon two (2) months advance
written notice from the Company if you, in the Company's judgement,
with the Company acting in good faith and upon reasonable grounds, and
after advance written notice of failure from the Company, fail to
adhere to the terms and conditions of this Agreement or should you
engage in conduct which would injure the reputation of the Company or
otherwise materially and adversely affect its interest if you were
retained as an employee. The Employment Period shall, likewise,
terminate upon six (6) months advance written notice from the Company
if you, in the Company's judgement, with the Company acting in good
faith and upon reasonable grounds, are unable, for a period of six (6)
months, to effectively perform your duties by reason of illness or
incapacity, or if you should die. The date of death shall be construed
to be the date of advance written notice of termination. In the event
of death, all salary owed to you shall be paid to your widow, or, if
none, to your estate. Upon notice of
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termination from the Company for reasons other than cause during the
Employment Period, the Company shall provide you with eighteen (18)
months (the "Severance Period") severance pay at your then current
salary (but in no event less than $111,948 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 health, dental, vision care and life insurance) during the
Severance Period; and appropriate out-placement services for a
reasonable period of time in any event not to exceed six months. After
providing notice of termination of this Agreement for reasons other
than cause during its term, the Company may not assign you any duties
or responsibilities (it being understood that you shall have time to
seek other suitable employment).
A termination for cause is defined as: (i) your willful
misconduct in respect of your duties for the Company; (ii) conviction
for a felony or willful neglect or an act of common law fraud; (iii)
material, knowing and intentional failure to comply with applicable
laws with respect to the execution of the Company's business
operations; (iv) theft, fraud, embezzlement, dishonesty or similar
conduct which has resulted or is likely to result in material economic
damage to the Company or any of its affiliates or subsidiaries; or (v)
dependence or addiction to alcohol or use of drugs (except those
legally prescribed by and administered pursuant to the directions of a
practitioner licensed to do so under the laws of the state or county of
licensure) which in the opinion of the Company interferes with your
ability to perform your assigned duties and responsibilities.
3. During the Employment Period, you shall receive as
compensation for your services a salary, payable at a rate of One
Hundred Eleven Thousand Nine Hundred Forty Eight Dollars ($111,948) per
annum (which is presently subject to a temporary 6% reduction until
such time as the Company may determine otherwise) or such higher amount
as the Company, at its sole discretion, may determine. Your salary
shall be reviewed in accordance with standard Company policy for
adjustment during each successive January during the Employment Period.
You shall also be entitled to participate in such employee benefit
plans, including bonus and profit sharing plans, as the Company may,
from time to time, maintain for its salaried employees in grade level
33. In addition, you shall be entitled to reimbursement for use of your
personal car for Company business when automobile transportation is
called for and it is reasonable to expect you to use your personal car.
Such reimbursement shall be at the mileage rate typically paid at the
time by the Company for reimbursement for use of a personal car for
Company business.
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4. You shall not, so long as the Company is obligated to pay
you a salary, whether as principal or as agent, officer, director,
employee, consultant, or otherwise, alone or in association with any
other person, corporation or other entity, render services to any
person, corporation or other entity engaged in any business similar to
the business carried on by the Company, except in the course of your
employment by the Company or with the prior written consent of the
Company.
5. You agree that in consideration of your employment by the
Company and the salary and other values paid to you during the
Employment Period, you will (a) disclose to the Company all
"inventions" of any class (as hereafter defined) which you have made or
may hereafter make, (b) make, at the Company's expense, such
applications for United States and foreign patents covering said
inventions as the Company may request, (c) assign to the Company
without further compensation to you the entire title and right to all
said inventions and applications, and (d) execute, acknowledge and
deliver at the request of the Company all papers, including patent
applications, assignments and applications for reissue and do all other
rightful acts which the Company may consider necessary to secure to the
Company the fullest rights to said inventions and to patents in the
United States and foreign countries covering the same. The "inventions"
which shall come under this Agreement shall include all inventions
conceived or developed by you either solely or jointly with others
during the Employment Period and for one year thereafter which either
(i) are made in the performance of your duties to which you are
assigned during the Employment Period, (ii) are made with the use of
the time, material or facilities of the Company, or (iii) relate to any
apparatus, method, process, substance, or article of manufacture within
the scope of or usable in connection with the Company's field of
activity or contemplated field of activity, including the subject
matter of any manufacturing, selling, testing, research, or
experimental activity. You further agree to hold in strict confidence
and not to divulge to others nor to make use thereof, except for the
purposes of the Company, both during and after the Employment Period
any and all confidential information obtained in the course of your
employment and concerning the Company's methods of manufacture,
machines, products, designs, drawings, patterns, formulas, engineering
or test data, inventions, patent applications, or other confidential
subject matter of the Company.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
7. 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, administrators, heirs and legal representatives.
The Company and any successor thereto shall honor the provisions of
this Agreement in the event that during the Employment Period a "change
of control" occurs. For the
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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 trans action or series of related
transactions within Aubert et Xxxxx or between the shareholders of
Aubert et Xxxxx.
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
-----------------------------
Xxxxxx X. Xxxxxx
President & Chief Operating
Officer
Accepted and agreed to this 30th
day of December, 1994.
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx
