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Horsehead Holding Corp.
300 Frankfort Road
Monaca, Pennsylvania 15601
James M.
Hensler III
1035 South Lake Drive
Gibsonia, Pennsylvania 15044
Re:
Retention Bonus Arrangement
You are hereby
confidentially informed that Horsehead Holding Corp. (the “
Company ”) is prepared to offer a retention bonus to
you on the terms and conditions set forth in this letter (the
“ Retention Bonus Arrangement ”). This Retention
Bonus Arrangement is being offered to you in return for your
continued employment by the Company and your contribution towards
its planned sale of its common stock, par value $0.01 per share, to
Friedman, Billings, Ramsey & Co., Inc. and certain other
purchasers (the “ Rule 144A Sale ”) and the
other consideration set forth herein. This Retention Bonus
Arrangement is in addition to the current compensation and benefits
you receive.
1.
Retention Bonus Amount . In consideration of your continued
employment and contributions toward the Rule 144A Sale and the
closing thereof, the Company will pay to you, subject to the other
provisions specified in this letter, a retention bonus in the
aggregate of $818,580.18 (the “ Bonus
”).
Provided that the
other provisions of this Retention Bonus Arrangement are satisfied,
the Bonus will be paid to you in equal installments of $409,290.09
upon the first and second anniversaries of the successful initial
closing (without regard to any secondary closings) of the
Rule 144A Sale (the “ Bonus Payment Dates
”). Notwithstanding anything contained herein to the
contrary, (i) if the initial closing of the Rule 144A
Sale does not occur prior to December 31, 2006, you shall not
be entitled to receive the Bonus and this letter agreement (other
than your obligations to keep this letter agreement and the terms
set forth herein confidential, which shall remain in full force and
effect) shall terminate and (ii) if your employment with the
Company is terminated by the Company without Cause prior to the
second Bonus Payment Date, you shall be entitled to receive, on the
remaining Bonus Payment Date(s), subject to your execution and
delivery to the Company of a customary release in form and
substance acceptable to the Company, the remaining amount of the
Bonus contemplated to be paid to you hereunder.
2.
Performance . All payments to you and other rights provided
to you hereunder are conditioned upon your:
Page 2 of 4
James Hensler
October 31, 2006
(i) Not
disclosing to any person the existence or the terms of this
Retention Bonus Arrangement, including but not limited to the Bonus
amount, without the prior written consent of the
Company;
(ii) Employment with the Company not being
previously terminated by you for any reason or by the Company for
Cause. If your employment is
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