EXHIBIT 10.33
AMENDMENT #1
TO
EMPLOYMENT
AGREEMENT
This Amendment #1, dated
as of November 10, 2008 (this “ Amendment
”), is to the Employment Agreement, dated as of March 31,
2008, between RathGibson, Inc., a Delaware corporation
(the “ Company ”), and Michael G. Schwartz
(the “ Executive ” and, together with the
Company, the “ Parties ”) (the “
Employment Agreement ”). Any capitalized terms
used but not defined in this Amendment have the respective meanings
set forth in the Employment Agreement.
Recitals
:
A.
Under Section
9.4 of the Employment Agreement, the Employment Agreement may
be amended upon the execution of a written instrument by the
Parties.
B.
The Parties would like
to amend the Employment Agreement as provided in this Amendment.
Agreement
:
In consideration of the
foregoing and the mutual promises contained herein and in the
Employment Agreement, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Effective Time
of Amendment . This Amendment is made
pursuant to Section 9.4 of the Employment Agreement and
will become effective when it has been executed and delivered by
both of the Parties.
2.
Amendments
.
(a)
Section
5.5 of the
Employment Agreement is hereby amended to provide in its entirety
as follows:
“5.5
By the
Executive .
(a)
The Executive may
terminate his employment hereunder at any time, either with or
without “Good Reason” (as defined below), upon written
notice to the Company as described below.
(b)
Notice of termination
by the Executive of his employment hereunder either without Good
Reason or pursuant to clause (i) or (ii) of the
definition of Good Reason (a “ Non-CEO Related Good Reason
Termination ”) shall be provided by the Executive to the
Company at least thirty (30) days prior to the anticipated date of
termination of employment. The Executive’s employment shall
terminate thirty (30) days after the date such notice is provided
unless (solely with respect to a Non-CEO Related Good Reason
Termination) the Company corrects the circumstances constituting
grounds for such Non-CEO Related Good Reason Termination within
such thirty (30) day period. Any notice of termination for a
Non-CEO Related Good Reason Termination must, for such termination
to constitute a Non-CEO Related Good Reason Termination, be
provided by the Executive to the Company within thirty (30) days
after the Executive first learns of the circumstances constituting
grounds for the Non-CEO Related Good Reason Termination.
1
(c)
Notice of termination
by the Executive of his employment hereunder pursuant to clause
(iii) of the definition of Good Reason (a “ CEO
Related Good Reason Termination ”) must, for it to
constitute a CEO Related Good Reason Termination, be provided by
the Executive to the Company within thirty (30) days after the
Executive first learns of the circumstances constituting grounds
for the CEO Related Good Reason Termination. The Company shall
provide to the Executive reasonably prompt written notice of the
occurrence of circu
