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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: WHEELING-PITTSBURGH CORPORATION | WHEELING-PITTSBURGH STEEL CORPORATION You are currently viewing:
This Employment Agreement involves

WHEELING-PITTSBURGH CORPORATION | WHEELING-PITTSBURGH STEEL CORPORATION

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 8/9/2007
Industry: Iron and Steel     Sector: Basic Materials

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: wheeling-pittsburgh corporation , wheeling-pittsburgh steel corporation
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Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

July 17, 2007

This Agreement, effective as of the above date (the “Effective Date”), is by and between Vincent D. Assetta, currently residing at 224 Fourth Street, Beaver Pennsylvania 15009 (the “Executive”), 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”). Upon the Effective Date, the Employment Agreement, dated as of September 1, 2006 (the “Prior Agreement”), between the Company and the Executive shall terminate and be of no further force or effect (with the exception of the indemnification and other provisions that are specifically provided in such agreement to survive termination).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, and intending to be legally bound, 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.

The Executive shall serve as the Vice President, Controller 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 in writing by the 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 the third anniversary of the Effective Date (the “Initial Employment Term”) or, if earlier, the date this Agreement and the Executive’s employment hereunder shall have been terminated in accordance with the provisions of Section 5. The Executive’s employment under this Agreement shall renew

 


automatically for successive one (1)-year periods, unless at least ninety (90) days prior to the end of the Initial Employment Term or any subsequent anniversary of the Effective Date either party shall have given notice (“Termination Notice”) to the other party that the term of employment shall terminate on that anniversary date. 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(f), 4(g), 5, 6 and 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder (whether or not this Agreement terminates during its term or by non-renewal).

 

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to the following:

(a) Salary . Starting on 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 $220,000, subject to annual review and upward adjustment at the determination and sole discretion of the Board (as so adjusted, the Executive’s “Salary”). Additionally, from the Effective Date until December 31, 2007, to the extent that the Executive remains employed by the Company during the applicable customary payroll period, the Company shall pay to the Executive, in equal, pro-rata installments in accordance with the customary payroll practices for executives, an amount equal to (i) the amount the Executive would have earned had his salary been $220,000 from January 1, 2007 until the Effective Date less (ii) the amount of salary actually earned by the Executive from January 1, 2007 until the Effective Date.

(b) Bonus . In addition to the Salary, the Executive shall be entitled to participate in the Company’s short-term incentive plans and programs for executives as the Board may establish from time to time, subject to the applicable terms and conditions of such plans and programs and to the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan or program, exercised in accordance with applicable law. The Board may also award other bonuses from time to time in its discretion.

(c) Long-Term Incentives . The Executive shall be eligible to participate in such long-term incentive plans and programs for executives as the Board may establish from time to time, subject to the applicable terms and conditions of such plans and programs and to the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan or program, exercised in accordance with applicable law.

(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

 

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medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to peer 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:

(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 to 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.

(vii) Participation in the Company’s 2006 Supplemental Executive Retirement Plan.

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 or required by applicable law.

(e) Business Expenses . The Executive will be entitled to reimbursement of all reasonable business 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

 

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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 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 of 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 in part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, 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 Excise Tax. 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. No Gross-Up Payment shall be made before six months and one day after the Executive’s termination of

 

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employment or later than the end of the Executive’s taxable year next following the taxable year in which the Executive paid the Excise Tax.

 

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 SERP 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.

(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 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 eligible for benefits under the Company’s 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 his 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 a one-time payment in an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding such date, payable in a single lump sum six months and one day after the termination.

 

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(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, 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.

(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 (as defined in subparagraph (b) below), the Executive shall be entitled to receive (1) 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 six months and one day after the termination, in lieu of the amount described in subparagraph (A) above, (2) COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), (3) a pro rata bonus as determined under subparagraph (C) above, and (4) solely with respect to a Change of Control that occurs during the term of this Agreement, the Company shall cause all equity incentive awards granted to the Executive to become fully vested. For the avoidance of doubt, the Change of Control that occurred on November 30, 2006 shall not be deemed to have occurred during the term of this Agreement for purposes of Section 5(a)(iv)(D)(4). 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 of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control then for all purposes of this Agreement the date of the Change of 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 six months and one day after the termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (C) of paragraph (iv) above.

 

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(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 of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control then for all purpo


 
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