<PAGE>
EXHIBIT 10.2
(WOLVERINE TUBE, INC. LOGO)
WOLVERINE TUBE, INC.
200 CLINTON AVENUE, SUITE 1000
HUNTSVILLE, AL 35801
November 7, 2005
Mr. James E. Deason.
PERSONAL & CONFIDENTIAL
Dear Jed,
I am very pleased to extend to you an offer
for the position of Chief Financial
Officer, Senior Vice-President and
Corporate Secretary at our Corporate Offices
in Huntsville, Alabama on the terms set
forth below. The job location is
Huntsville, Alabama. You will report to
Dennis Horowitz, Chief Executive Officer
and Chairman of the Board. Your start date
will be on or about November 7, 2005.
1. You
will receive an annual salary of $280,000.00.
2. You
will be included in our Annual Performance Incentive Plan
beginning
in 2006, as appropriate and consistent with the terms of that
program.
Your target performance levels will be 35%/50%/70%. This incentive
will
be based on the achievement of corporate and individual
objectives.
3. You
will be eligible for equity grants as appropriate and
consistent
with the terms of The Wolverine Tube, Inc. 2003 Equity Incentive
Plan
at the discretion of the Compensation Committee of the Board of
Directors. You will also receive a grant of 10,000 restricted
shares
that will vest one year from the grant date of November 7,
2005.
4. If
the Company experiences a Change in Control (as that term is
defined
within Appendix A, attached hereto), within six months of November
7,
2005, the
date of this offer, you will be entitled to six months' base
pay and a prorated bonus; or alternatively, one year's base pay
and
bonus if the Company experiences a change in control after six
months
from November 7, 2005 have passed. In any event, you must be an
employee immediately prior to the time of the change in control
event
in order to receive any payment of base pay or bonus.
5. As
consideration for this offer, you agree to abide by the
nonsolicitation, noncompetition and secrecy provisions listed
within
Section 2 of the attached Appendix A.
6.
Wolverine's current health care and dental plan provisions are
provided
through Blue Cross Blue Shield of Alabama. The Company and
employee
share in the cost of the program. You will be eligible for these
health
care and dental benefits during your tenure as an employee.
Upon
termination of your employment, you and your wife will receive
health
benefits commensurate
1
<PAGE>
(WOLVERINE TUBE, INC. LOGO)
WOLVERINE TUBE, INC.
200
CLINTON AVENUE, SUITE 1000
HUNTSVILLE, AL 35801
with the health care benefits you are currently receiving as a
prior
executive of the Company. Also, you are eligible to participate in
the
Company's current 401(k) Plan. These and other benefits, with
the
exception of the extension of your health care coverage
post-employment, may be changed from time to time by the
Company.
7. You
will be entitled to four weeks of vacation prorated for the
time
you are employed with the company in 2005. Beginning in 2006, you
will
be entitled to four weeks' paid vacation each year.
8. You
will be eligible to participate in financial counseling
services
provided by The Ayco Company, L.P. This benefit will be treated
as
taxable income to you, and is subject to change by the Company.
9. The
Company's short-term disability policy will provide 100% income
protection
for the 1st 90 days and 60% income protection for the next
90 days, which is provided to you at no cost. Our long-term
disability
policy will provide 60% income protection up to $5,000 per
month
beginning on the 181st day, to include base and bonus (once a bonus
has
been granted). You have the option to purchase additional
long-term
disability insurance to fill the gap between the $5,000 per month
cap
and 60% of your actual base and bonus, subject to coordination with
any
personal policy you may have. Both long-term disability plans are
fully
contributory in order to allow you to receive benefits under the
plans
tax-free.
10. As with
other Wolverine employees, your employment with Wolverine is
"at will", which means that either you or Wolverine may terminate
the
employment relationship at any time without reason or notice.
We are excited about the prospect of having
you rejoin the Company as a member
of the Executive Management Committee and
hope this offer meets with your
approval.
Sincerely,
/s/ Chip Manning
Chip Manning
President and Chief Operating Officer
cc: Dennis Horowitz
Please indicate your acceptance of this
offer by signing in the space provided.
/s/ James E. Deason
11/7/2005
-------------------------------
-----------------------
James E. Deason
Date
2
<PAGE>
(WOLVERINE TUBE, INC. LOGO)
WOLVERINE TUBE, INC.
200 CLINTON AVENUE, SUITE 1000
HUNTSVILLE, AL 35801
APPENDIX A
TO OFFER LETTER TO JAMES E. DEASON
DATED NOVEMBER 7, 2005
1.
Definition of Change in Control
For purposes of this offer letter
("Agreement"), "Change in Control" shall be
defined as:
(A) The Company is merged, consolidated or reorganized into or
with
another corporation or other legal person,
and as a result of such merger,
consolidation or reorganization less than a
majority of the combined voting
power of the then-outstanding securities of
such corporation or person
immediately after such transaction are held
in the aggregate by the holders of
Voting Stock (as that term is hereafter
defined) of the Company immediately
prior to such transaction;
(B) The Company sells or otherwise transfers all or
substantially
all of its assets to another corporation or
other legal person, and as a result
of such sale or transfer less than a
majority of the combined voting power of
the then-outstanding securities of such
corporation or person immediately after
such sale or transfer is held in
