|
EXHIBIT
10.8
[FORM OF AGREEMENT TO BE
EXECUTED WITH EACH OFFICER
PARTY TO A CHANGE IN
CONTROL AGREEMENT]
FIRST
AMENDMENT
TO THE
AK STEEL HOLDING
CORPORATION
EXECUTIVE OFFICER CHANGE
OF CONTROL AGREEMENT
WITH [INSERT NAME OF
EXECUTIVE OFFICER]
WHEREAS, the parties to this
First Amendment entered into and executed an Executive Officer
Change of Control Agreement (the “Agreement”) dated
July 26, 2004; and
WHEREAS, the parties desire
to bring the Agreement into compliance with recently effective
provisions of Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations thereunder; and
WHEREAS, unless the Agreement
is amended to bring it into compliance with Section 409A and
the regulations promulgated thereunder, it could result in
substantial tax penalties and other consequences for the
undersigned Executive Officer;
NOW, THEREFORE, in
consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
A. Section E(1) of the
Agreement is hereby amended to read as follows:
“1. Basic
Severance Benefits . If within twenty-four months after a
Change of Control your employment with AKS is involuntarily
terminated without Cause by AKS pursuant to Section C(1) or you
voluntarily terminate your employment for Good Reason pursuant to
Section C(3), [(CEO & GENERAL COUNSEL ONLY) or you
voluntarily terminate your employment within six months after a
Change of Control pursuant to Section C(4),] AKS will pay you,
regardless of whether or not you execute a Release of Claims (as
defined in Section E(2) below), severance pay equal to your base
salary for a period of six months from your Date of Termination.
The aggregate of such severance pay shall be paid to you in a
single, undiscounted lump sum payment within ten days following
your Date of Termination.”
B. Section E(2) of the
Agreement is hereby amended to read as follows:
“2. Supplemental
Severance Benefits . If within twenty-four months after a
Change of Control your employment with AKS is involuntarily
terminated without Cause by AKS pursuant to Section C(1) or you
voluntarily terminate your employment for Good Reason pursuant to
Section C(3), [(CEO & GENERAL COUNSEL
ONLY)
or you voluntarily
terminate your employment within six months after a Change of
Control pursuant to Section C(4),] , and you execute and
provide to AKS within sixty
| 
