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Horsehead Holding Corp.
300 Frankfort Road
Monaca, Pennsylvania 15601
Robert D.
Scherich
600 Gunn Ridge Road
West Finley, Pennsylvania 15377
Re:
SEC Filing Bonus Arrangement
You are hereby
confidentially informed that Horsehead Holding Corp. (the “
Company ”) is prepared to offer a bonus to you on the
terms and conditions set forth in this letter (the “
Filing Bonus Arrangement ”). This Filing Bonus
Arrangement is being offered to you in return for your continued
employment by the Company and your contribution towards its planned
registration (the “ Registration ”) of its
common stock, par value $0.01 per share, under the Securities Act
of 1933, as amended, as required by Section 2(a) of that certain
Registration Rights Agreement, to be executed after the date hereof
by and between the Company and Friedman, Billings, Ramsey &
Co., Inc. (the “ Registration Rights Agreement
”) and the other consideration set forth herein. This Filing
Bonus Arrangement is in addition to the current compensation and
benefits you receive.
1. Filing
Bonus Amount . In consideration of your continued employment
and contributions toward the Registration, the Company will pay to
you, subject to the other provisions specified in this letter, a
filing bonus of $250,000 (the “ Bonus ”) on the
date on which Company makes its initial filing of the Shelf
Registration Statement (as defined in the Registration Rights
Agreement) pursuant to Section 2(a) of the Registration Rights
Agreement (the “ Bonus Payment Date ”).
Notwithstanding the foregoing, if the Bonus Payment Date does not
occur prior to April 15, 2007, the “Bonus” payable
pursuant hereto shall be reduced by an amount equal to the product
of (i) $2,500 and (ii) the number of business days between
April 15, 2007 and the Bonus Payment Date (excluding any
business days (x) on which the U.S. Securities and Exchange
Commission is unable to accept filings and (y) on which the
Company was not able to make the filing of the Shelf Registration
Statement if the Company has endeavored in good faith (determined
as set forth in the Registration Rights Agreement) to make the
filing by April 15, 2007 but has not been able to as a result
of circumstances outside of its reasonable control).
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