Exhibit 10.6
EMPLOYMENT
AGREEMENT
THIS AGREEMENT made
as of the 10 th day of February 2009, by and
between UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a
Delaware corporation (the “Company”), and William W.
Beible Jr. (the “Executive”).
WITNESSETH:
In consideration of the covenants
and agreements herein contained, and intending to be legally bound
hereby, the Company and Executive agree as follows:
Article 1. -
Employment
1.1. Employment . The Company
agrees to employ Executive, and Executive agrees to serve the
Company, for the period stated in Article 2 hereof (the “Term
of Employment”) and upon the other terms and conditions
herein provided.
1.2. Position and
Responsibilities . The Company employs Executive, and Executive
agrees to serve as Senior Vice President of Operations, of the
Company and to accept such other responsibilities as may be
assigned to Executive by the Company from time to time during the
Term of Employment.
1.3. Duties . During the Term
of Employment, Executive shall devote all of his business time,
attention, skill and efforts to the faithful performance of his
duties hereunder.
Article 2. -
Term
The Term of
Employment shall commence as of the 11 th day of February 2009 (the
“Effective Date”), and shall continue until the
10 th day of February 2010 (the
“Initial Term”). Thereafter, subject to the termination
provisions of this Agreement, this Agreement will be automatically
extended for successive one year terms unless either party provides
written notice to the other party on or before
November 1 st of any year, of his or its
election not to extend the term of this Agreement.
Article 3. -
Compensation
3.1. Salary . As compensation
to the Executive for the performance of services hereunder, the
Company shall pay to the Executive a base annual salary (the
“Salary”) of $230,000.00. Installments of the Salary
shall be paid to the Executive in accordance with the standard
procedure of the Company, which at the present time is once every
two weeks. During the period of this Agreement, Executive’s
salary shall be reviewed at least annually and may be increased if
the Board of Directors of the Company (the “Board”)
acting after approval of the Compensation Committee (the
“Compensation Committee”), determines that an increase
is appropriate on the basis of the types of factors it generally
takes into account in increasing the salaries of employees
similarly situated in the Company.
3.2. Reimbursement of
Expenses . The Company will reimburse the Executive for those
customary and necessary business expenses incurred by him in the
performance of his duties and activities on behalf of the Company.
Except as provided in this Agreement, such expenses will be
reimbursed only on presentation by the Executive of appropriate
documentation to substantiate such expenses pursuant to the
policies and procedures of the Company governing reimbursement of
business expenses to its executives.
3.3. Participation in Plans .
The Executive shall be entitled to participate in any life,
medical, dental, health, hospitalization, travel, accident and/or
disability insurance plans and in any sick leave and/or salary
continuation plan, vacation (which shall not be less than three
(3) weeks per year), holiday pay, retirement or employee
benefit plan or program generally offered by the Company to its
salaried employees. In addition, Executive shall be entitled to
participate in the variable incentive compensation plan and the
perquisites described on Schedule A attached hereto.
Article 4. - Termination of
Employment
4.1. Definitions . For the
purposes hereof:
(a) “ Disability
” shall be deemed to have occurred when the Executive is
eligible, due to a health condition, to collect benefits under the
Company’s short term disability plan and has been determined
by the Board of Directors to be unable to perform substantially the
duties associated with the Executives position for a period of
three months.
1
(b) “ Cause ”
shall mean any of the following: (i) Executive’s
personal dishonesty or willful misconduct;
(ii) Executive’s willful violation of any law or
material rule or regulation, provided that such violation is
demonstrably injurious to the assets, operations or business
prospects of the Company; (iii) the conversion or embezzlement
for the personal benefit of the Executive of corporate funds or
property or a material business opportunity of the Company;
(iv) the misuse by the Executive for his personal benefit of
any trade secrets or other information of the Company in violation
of the provisions of Article 7 of this Agreement; or
(v) Executive’s material breach of any other provision
of this Agreement which is not cured within thirty (30) days
of receipt of notice of such breach from Company.
(c) “ Good Reason
” shall, absent the Executive’s consent to such action,
mean the occurrence of any one of the following: (i) following
a Change of Control, the removal of the Executive as Senior Vice
President of Operations, (by reason other than death, Disability or
Cause); (ii) any breach by the Company of a material
obligation under this Agreement; (iii) a substantial and
material alteration in the nature or status of Executive’s
duties and responsibilities that renders the Executive’s
position to be of substantially less responsibility or scope;
(iv) a material reduction by the Company in the
Executive’s Salary, except for proportional across-the-board
salary reductions similarly affecting all senior executives of the
Company; or (v) any material reduction by the Company of the
benefits, taken as a whole, enjoyed by the Executive on the date of
this Agreement under any savings, life insurance, medical, health
and accident, disability or other employee welfare benefit plans or
programs, including vacation programs, provided that this paragraph
(v) shall not apply to any proportional across the board
reduction or action similarly affecting all senior executives of
the Company.
Notwithstanding the foregoing, no
event of “Good Reason” shall be deemed to have occurred
unless Executive provides to the Chairman of the Compensation
Committee of the Board of Directors of the Company written notice
of the facts and circumstances which Executive believes constitutes
Good Reason under this Section 4.1(c) within 30 days of such
initial occurrence and such facts and circumstances are not
corrected or otherwise cured by the Company within thirty
(30) days of receipt thereof. Termination by Executive for
Good Reason must occur within 90 days of the initial occurrence of
the Good Reason event.
For purposes of this Agreement, a
Change of Control shall be deemed to have occurred on the earlier
of (x) if, in any transaction or series of related
transactions consummated in a ninety day period, more than fifty
percent (50%) of the then outstanding voting common stock of
the Company is sold to a person or group; (y) a merger or
consolidation of the Company and another entity in which the
Company is not the surviving corporation or in which more than
fifty percent(50%) of the equity ownership of the Company changes,
or (z) the sale of 50% or more of all of the assets of the
Company.
(d) “ Notice of
Termination ” shall mean written notice which shall
indicate the specific termination or resignation provisions in this
Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for such
termination or resignation under the provision so indicated and the
Company shall submit to the Executive a certified statement signed
by the Chairman of the Compensation Committee of the Board of
Directors of the Company approving such termination in the case of
a Termination by the Company for Cause or Without Cause.
(e) “ Date of
Termination ” shall mean the date specified in the Notice
of Termination as the effective date the Executive’s
employment is terminated for any reason or the Executive’s
effective date of resignation, which ever is earlier.
Article 5. - Compensation Upon
Termination
5.1. Death . If the
Executive’s employment hereunder terminates by reason of his
death, his beneficiaries shall be entitled to receive from the
Company such amounts as are then provided pursuant to plans,
programs or arrangements currently in effect or as approved from
time to time by the Board of Directors.
5.2. Disability . If the
Executive’s employment hereunder terminates by reason of his
Disability, the Executive shall be entitled to receive such amounts
as are then provided pursuant to Company’s then existing
disability plans, programs or arrangements. Notwithstanding any
provisions herein to the contrary, the Executive shall be entitled
to receive all benefits to which the Executive is entitled as a
terminated employee under the terms of any of the Company’s
qualified employee benefit plans and any other plan, program or
arrangement relating to retirement or other benefits including,
without limitation, any employee stoc
