EXHIBIT 10.22
CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT
(conformed)
THIS AGREEMENT
, by and between Ryerson Inc. (the
“Company”) and Stephen E. Makarewicz (the
“Executive”) effective as of June 1, 2000 (the
“Effective Date”) and as amended and restated
January 1, 2006.
WITNESSETH THAT:
WHEREAS , the Company has appointed Executive to the
position of President Ryerson South, and Executive has served as
same since October 1994; and
WHEREAS , in connection with such appointment, the
Company and Executive desire to enter into this
Agreement;
WHEREAS , this Agreement is amended and restated
effective January 1, 2006 to conform to the requirements of
the Internal Revenue Code Section 409A;
NOW, THEREFORE
, in consideration of the
Executive’s appointment as President Ryerson South, and for
other good and valuable consideration the receipt of which is
hereby acknowledged, it is agreed by the Executive and Company as
follows:
1. Confidential
Information . Except as may be required by the lawful order
of a court or agency of competent jurisdiction, or except to the
extent that the Executive has express authorization from the
Company, the Executive agrees to keep secret and confidential
indefinitely all non-public information concerning the Company or
any affiliate of the Company which was acquired by or disclosed to
the Executive during the course of his employment with the Company
or its affiliates, including but not limited to customer lists,
price lists, customer services requirements, costs of providing
services, supplier information, and other data of or pertaining to
the Company or to any affiliate of the Company which are not a
matter of public knowledge, and not to disclose the same, either
directly or indirectly, to any other person, firm or business
entity or to use it in any way.
2. Nonsolicitation .
While the Executive is employed by the Company and its affiliates
and for a period of two years after the date the Executive
terminates employment with the Company and its affiliates for any
reason, the Executive covenants and agrees that he will not,
whether for himself or for any other person, business, partnership,
association, firm, company or corporation, directly or indirectly,
call upon, solicit, divert or take away or attempt to solicit,
divert or take away, any of the customers or employees of the
Company or its affiliates in existence from time to time during his
employment with the Company and its affiliates.
3. Noncompetition .
While the Executive is employed by the Company and its affiliates,
and for a period of two years after the date the Executive
terminates employment with the Company and its affiliates, the
Executive covenants and agrees that he will not, directly or
indirectly, engage in, assist, perform services for, plan for,
establish or open, or have any financial interest (other than
(i) ownership of 1% or less of the outstanding stock of any
corporation listed on the New York or American Stock Exchange or
included in the National Association of Securities Dealers
Automated Quotation System or (ii) ownership of securities in
any entity affiliated with the Company) in any person, firm,
corporation, or business entity (whether as an employee, officer,
director or consultant) that engages in an activity in any state in
which the Company or its affiliates is conducting or has reasonable
expectations of commencing business activities at the date of the
Executive’s termination of employment, which is the same as,
similar to, or competitive with the metals service center,
processing and distribution business of the Company and its
affiliates.
4. Rights and Payments Upon
Termination . The Executive’s right to benefits and
payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his
“Termination Date”) shall be determined in accordance
with this Section 4:
(A) Termination by the Company
for Reasons Other Than Cause; Termination by the Executive for Good
Reason . If the Executive’s termination by the
Company occurs for any reason other than Cause or is a result of
the Executive’s termination of employment for Good Reason
(and is not on account of the Executive’s death, disability,
or voluntary resignation, the mutual agreement of the parties or
any other reason), then the period (the “Benefit
Period”) commencing on his Termination Date and ending on the
earliest of
(i) the twenty-fourth month after
the Executives Termination Date; (ii) the date on which the
Executive violates the provisions of Sections 1, 2 or 3 of this
Agreement; or (iii) the date of the Executive’s death,
the Executive shall continue to receive from the Company bi-weekly
base salary and Bonus payments (based on his Salary in effect
on
his Termination Date and on his
Bonus as defined below. Such continued bi-weekly base salary
payments shall be made on the regularly scheduled pay dates
following the Executive’s Termination Date. Notwithstanding
the foregoing provisions of this Paragraph 3(A), if the Executive
is a “spe
