<PAGE>
Exhibit 10.12(g)
WHEELING-PITTSBURGH STEEL CORPORATION
AMENDED AND RESTATED RETENTION AGREEMENT
This Agreement, effective as of February 15, 2006, is an amendment
and
restatement of, and replaces in its entirety, the Post-Bankruptcy
Retention
Agreement entered into effective as of August 1, 2003 (the
"Effective Date"),
and the amendment and restatement of the Post-Bankruptcy Retention
Agreement,
entered into effective as of February 16, 2005, by and between the
Steven W.
Sorvold, currently residing at 6476 Shenandoah Avenue NW, Canton,
OH 44718, and
WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized
under the laws of
the State of Delaware (the "Company") and a wholly-owned subsidiary
of
WHEELING-PITTSBURGH CORPORATION, a corporation also organized under
the laws of
the State of Delaware (the "Parent").
In consideration of the covenants and conditions herein contained
and other good
and valuable consideration, receipt of which is hereby acknowledged
by each
party, the parties hereby agree as follows:
1.
EMPLOYMENT.
The Company shall employ the Executive commencing on the Effective
Date, and the
Executive hereby accepts such employment, all upon the terms and
conditions set
forth herein.
2. DUTIES AND
AUTHORITY.
Executive shall serve as the Vice President, Commercial of the
Company, with
those authorities, duties and responsibilities customary to that
position and
such other authorities, duties and responsibilities as the Board of
Directors of
Parent (the "Board") or the Company's President and Chief Executive
Officer may
reasonably assign the Executive from time to time. The Executive
shall use his
best efforts, including the highest standards of professional
competence and
integrity, and shall devote substantially all his business time and
effort, in
and to his employment hereunder, and shall not engage in any other
business
activity which would conflict with the rendition of his services
hereunder,
except that the Executive may hold directorships or related
positions in
charitable, educational or not-for-profit organizations, or
directorships in
business organizations if approved by the President and Chief
Executive Officer,
and make passive investments, which do not interfere with the
Executive's
day-to-day acquittal of his responsibilities to the Company.
3. TERM.
(a)
GENERAL. This Agreement shall have effect as of the Effective Date,
and
shall remain in effect until August 31, 2006 (the "Expiration
Date") or, if
earlier, the
<PAGE>
date this Agreement and the Executive's employment hereunder shall
have been
terminated in accordance with the provisions of Section 5. The
period from the
Effective Date until this Agreement shall have expired in
accordance with this
Section or been terminated in accordance with Section 5 is
hereafter referred to
as "the term hereof" or "the term of this Agreement."
(b)
SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else
herein
contained, the provisions of Sections 4 through 7 hereof shall
survive the
termination of this Agreement and of the Executive's employment
hereunder and
the provisions of Section 5(a)(vi)(B) and the other provisions
referenced
therein shall extend beyond the Expiration Date to the extent
described therein.
4.
COMPENSATION.
In return for his services hereunder, the Executive shall be
entitled to (i) the
Salary as specified below, (ii) bonuses, to the extent provided
below, and (iii)
certain fringe benefits, to the extent provided below.
(a)
SALARY. Starting with the Effective Date, the Company shall pay
the
Executive, in accordance with the Company's customary payroll
practices for
executives, salary at an annual rate of $140,000, provided, such
salary rate
shall be reduced by 15% through May 1, 2004, subject to annual
review and upward
adjustment at the determination of the Board (as so adjusted, the
Executive's
"Salary").
(b)
BONUS. In addition to the Salary, the Executive shall be to
entitled to
participate in the Company's existing short-term incentive plan for
executives,
as the same may be amended from time to time by the Board, and
shall also be
entitled to receive a bonus of one-half of his then Salary at the
"Performance
Acceptance Date" with respect to the Company's electric arc furnace
as that term
is defined under the Company's Term Loan Agreement as of the
Effective Date. The
Board may also award other bonuses from time to time in its
discretion.
(c)
LONG-TERM INCENTIVES. As of the Effective Date, the Executive shall
be
granted 42,857 shares of Restricted Stock under and in accordance
with the terms
of the Parent's 2003 Management Restricted Stock Plan.
(d)
FRINGE BENEFITS. The Executive will be eligible for and entitled
to
participate in other benefits maintained by the Company for its
senior executive
officers, as such benefits may be modified from time to time for
all such
employees, such as its medical, dental, 401(k), accident,
disability, and life
insurance benefits, on a basis not less favorable than that
applicable to other
executives of the Company. Any such participation shall be subject
to (i) the
terms of the applicable plan documents, (ii) generally applicable
policies of
the Company and (iii) the discretion of the Board or any
administrative or other
committee provided for in or contemplated by such plan, exercised
in accordance
with applicable law. The Executive will also be entitled to the
following:
2
<PAGE>
(i) Subject to the Company's standard policies, four (4) weeks
of
vacation per calendar year (or any longer period as shall be
provided under the
Company's general vacation policies), without reduction in Salary,
to be taken
at such times and intervals as shall be determined by the Executive
subject to
the reasonable business needs of the Company and to Company
policies as in
effect from time.
(ii) Appropriate office space, administrative support, e.g.,
secretarial assistance, and such other facilities and services as
are suitable
to the Executive's position and adequate for the performance of the
Executive's
duties.
(iii) The use of a company car. The Company shall be responsible
for
the purchase price or lease payment and shall pay or reimburse all
of the
Executive's expenses for gasoline for use of the Company car, and
maintenance
and insurance of his Company car, subject to such reasonable
reporting
requirements as may be specified by the Company and/or the Internal
Revenue
Service. The Executive shall keep and submit records of his
business and
personal use of the automobile. The Executive acknowledges that his
personal use
of the automobile will result in additional taxable income to
him.
(iv) Up to $10,000 per annum in reimbursement of legal and
personal
tax preparation and planning assistance.
(v) Payment or reimbursement of the cost of membership for himself
and
his immediate family in one country club and business-related use
thereof.
(vi) Payment or reimbursement of the cost, not covered by
health
insurance, of one comprehensive physical examination during each
year during the
term of this Agreement.
Executive acknowledges that he will have no right to cash
compensation in lieu
of any of the specific foregoing fringe benefits except with
respect to vacation
pay, and then only to the extent, if any, allowed by the Company's
vacation pay
policies as in effect from time to time.
(e)
EXPENSES. The Executive will be entitled to reimbursement of
all
reasonable expenses, in accordance with the Company's policy as in
effect from
time to time and on a basis not less favorable than that applicable
to other
executives of the Company, including, without limitation,
telephone, travel and
entertainment expenses incurred by the Executive in connection with
the business
of the Company, subject to such reasonable substantiation and
documentation as
may be specified by the Company.
(f)
INDEMNIFICATION. The Company shall, and the Company shall use its
best
efforts to cause the Parent and any subsidiaries or affiliates it
may now or
hereafter have to, indemnify the Executive to the maximum extent
permitted by
law and regulation in connection with any liability, expense or
damage which the
Executive incurs as a result of the Executive's employment and
positions with
the Company and its current or future subsidiaries as contemplated
by this
Agreement, provided that the Executive
3
<PAGE>
shall not be indemnified with respect to any matter as to which he
shall have
been adjudicated in any proceeding not to have acted in good faith
in the
reasonable belief that his action was in the best interest of the
Company and
its subsidiaries. The Company, on behalf of itself and its current
and future
subsidiaries, hereby confirms that the occupancy of all offices and
positions
which in the future are or were occupied or held by the Executive
in connection
with his employment under this Agreement have been so occupied or
held at the
request of and for the benefit of the Company and its subsidiaries
for purposes
of the Executive's entitlement to indemnification under applicable
provisions of
the respective articles of organization and/or other similar
documents of the
Company and its subsidiaries. Expenses incurred by the Executive in
defending a
claim, action, suit, investigation or proceeding shall be paid by
the Company in
advance of the final disposition thereof upon the receipt by the
Company of an
undertaking by the Executive to repay such amount if it shall
ultimately be
determined that he is not entitled to be indemnified hereunder. The
foregoing
rights are not exclusive and shall not limit any rights accruing to
the
Executive under any other agreement or contract or under applicable
law.
(g)
PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of
this
Agreement, in the event that any payment or benefit under this
Agreement or any
other agreement or arrangement of the Company received or to be
received by the
Executive in connection with a Change in Control or the termination
of the
Executive's employment (all such payments and benefits, the "Total
Payments") is
determined to be subject (in whole or part) to the tax imposed by
Section 4999
of the Code (the "Excise Tax"), then the Executive shall be
entitled to receive
an additional payment (a "Gross-Up Payment") in an amount such that
after
payment by the Executive of all taxes (including any interest or
penalties
imposed with respect to such taxes), including without limitation
any income
taxes and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an
amount equal to the Total Payments. All determinations required to
be made under
this Section 4(g), including whether and when a Gross-Up Payment is
required and
the amount of such Gross-Up Payment and the assumptions to be
utilized in
arriving at such determination, shall be made by the Company's
accountants or
such other certified public accounting firm reasonably acceptable
to the Company
as may be designated by the Executive which shall provide detailed
supporting
calculations both to the Company and the Executive.
5. TERMINATION
OF EMPLOYMENT AND EFFECTS THEREOF.
(a)
TERMINATION. This Agreement and the Executive's employment under
this
Agreement may be terminated prior to its expiration under Section 3
in the
following circumstances. On any termination (including expiration
of the term
hereof), the Executive (or in the event of his death, his estate)
shall be
entitled to his then Salary and supplemental pension contribution
(as described
in Section 4(d)(vii)) earned or accrued but unpaid through the end
of the month
in which termination (including death) occurred but the Company
shall have only
such further obligations to the Executive, if any, as are specified
below under
the applicable termination provisions.
4
<PAGE>
(i) UPON DEATH. In the event of the Executive's death during the
term
hereof, the Executive's employment hereunder shall immediately and
automatically
terminate.
(ii) AS A RESULT OF DISABILITY. In the event that the Executive
becomes disabled during the term hereof within the meaning of the
Company's then
applicable long-term disability plan, the Company may terminate the
Executive's
employment without further obligation upon notice to the Executive.
In the event
of such disability, the Executive will continue to receive his base
salary and
benefits under Section 4 hereof until the earlier of his death or
the date the
Executive becomes eligible for disability income under the
Company's then
applicable long-term disability plan or workers' compensation
insurance plan.
(iii) BY THE COMPANY FOR CAUSE. The Company may terminate the
Executive's employment for Cause (as defined in subsection (b)
below) at any
time upon notice to the Executive setting forth in reasonable
detail the nature
of such Cause.
(iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may
terminate
Executive's employment other than for Cause upon thirty (30) days
notice to the
Executive (or at its option immediately with thirty (30) days
continued
compensation, including then Salary and benefits, in lieu of such
notice). In
the event of such termination, Executive (or in the event of his
death following
termination, his estate) shall be entitled only to the additional
amounts
described in subparagraphs (A) and (C) below and the continuation
of health
insurance benefits described in subparagraph (B) below, subject to
(D) below:
(A) Salary Payment. Under this subparagraph, the Executive shall
be
entitled to receive one-time payment in an amount equal to one (1)
times
his
then Salary payable in a single lump sum within thirty (30) days
of
termination.
(B) Health Care Continuation. If at his termination of employment
by
the
Company without Cause the Executive is eligible to and timely
elects
continued health coverage under Sections 601-607 of ERISA
("COBRA
Continuation") then, for the period of such COBRA Continuation (or
for
twelve (12) months, if less), the Company shall also pay that share
of the
premium cost of Executive's COBRA Continuation (and that of his
eligible
dependents also electing COBRA Continuation) in the Company's group
health
plan
as it pays for active employees of the Company and their
dependents
generally.
(C) Pro Rata Bonus. The Executive shall be entitled to a pro
rata
bonus in an amount determined under the terms of the applicable
Company
bonus plan, payable at the same time as executive bonuses are
paid
generally under the applicable Company bonus plan, but in no event
later
than
March 15 of the year following the year in which the
termination
occurs.
5
<PAGE>
(D) Effect of Change of Control. In the event the Company
terminates
the
Executive's employment other than for Cause within one (1) year
following a Change of Control, the Executive shall be entitled to
receive
an
amount equal to two (2) times his annual Salary at the highest
annualized rate in effect during the one year immediately preceding
the
date
of the Change of Control, payable in a single lump sum within
thirty
(30)
days of termination, in lieu of the amount described in
subparagraph
(A)
above, COBRA Continuation under subparagraph (B) above (but in
this
event, for a maximum of eighteen (18) months) and a pro rata bonus
as
determined under subparagraph (C) above. Anything in this Agreement
to the
contrary notwithstanding, if the Executive's employment with the
Company is
terminated other than for Cause prior to the date on which a Change
of
Control occurs, and it is reasonably demonstrated that such
termination (i)
was
at the request of a third party who has taken steps reasonably
calculated to effect a Change in Control or (ii) otherwise arose
in
connection with or anticipation of a Change in Control then for
all
purposes of this Agreement the date of the Change in Control shall
mean the
date
immediately prior to the date of such termination.
(v) BY THE EXECUTIVE. Executive may terminate his employment and
this
Agreement for any or no reason whatsoever at any time upon sixty
(60) days'
notice.
(A) Good Reason. In the event the Executive gives such notice for
and
within sixty (60) days of having Good Reason, on the effective date
of his
resignation he shall be entitled to receive an amount equal to one
(1) times his
annual Salary at the highest annualized rate in effect during the
one year
immediately preceding the date of the date of termination, payable
in a single
lump sum within thirty (30) days of termination, COBRA Continuation
under
subparagraph (B) of paragraph (iv) above and a pro rata bonus under
subparagraph
(C) of paragraph (iv) above.
(B) Effect of Change of Control. In the event the Executive gives
such
notice within the period of thirty (30) days beginning six (6)
months
immediately following a Change of Control, regardless of whether
the Executive
has Good Reason to terminate his employment, he shall receive the
identical
benefits as if the termination had occurred under Section
5(a)(iv)(D) above. In
the event that at any time within one (1) year following a Change
of Control the
Executive gives such notice for and within sixty (60) days of
having Good
Reason, he shall receive the identical benefits as if the
termination had
occurred under Section 5(a)(iv)(D) above. Anything in this
Agreement to the
contrary notwithstanding, if the circumstances constituting Good
Reason occur
prior to the date on which a Change of Control occurs, and it is
reasonably
demonstrated that such circumstances (i) occurred at the request of
a third
party who has taken steps reasonably calculated to effect a Change
in Control or
(ii) otherwise arose in connection with or anticipation of a Change
in Control
then for all purposes of this Agreement the date of the Change in
Control shall
mean the date immediately prior to the occurrence of such
circumstances.
6
<PAGE>
(C) Resignation Without Good Reason. In the event the Executive
resigns other than in the circumstances described in subparagraphs
(A) and (B)
above, he shall not be entitled to any additional Salary or COBRA
Continuation
or pro rata bonus. The Company may at its sole option waive the
requirement of
advance notice and decline to accept the Executive's service for
any period
following its receipt of notice, but in that event, Executive shall
be entitled
to continued compensation in accordance with Section 4 for the
entirety of the
otherwise applicable notice period as well as Salary and