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EXHIBIT 10.2
EXECUTION COPY
DIRECTOR AGREEMENT
THIS DIRECTOR AGREEMENT (this "Agreement"), dated the 17th day
of
November, 2005, by and between Wolverine
Tube, Inc., a Delaware corporation (the
"Company") and Dennis J. Horowitz, an
individual (the "Chairman"), as follows:
RECITALS
WHEREAS, effective December 9, 2005 (the "Retirement Date") the
Chairman will retire as the Chief Executive
Officer of the Company and all other
officer and employee positions held by the
Chairman in the Company;
WHEREAS, the Company has requested that the Chairman continue
as
non-executive Chairman of the Board of
Directors of the Company (the "Board of
Directors") following his retirement;
WHEREAS, the Chairman has agreed to continue as non-executive
Chairman
of the Board of Directors following his
retirement; and
WHEREAS, the parties hereto desire to set forth their respective
rights
and obligations with respect to the
Chairman's non-executive chair position.
NOW, THEREFORE, the parties hereto, in consideration of the
mutual
promises recited herein, agree as
follows:
Duties and Responsibilities
1. From and after the Retirement Date, the Chairman shall
serve in the following capacities as determined by the
Company's
shareholders, the Board of Directors, and the Chairman: (i)
director
and the Chairman of the Board of Directors until the Company's
2008
annual meeting of shareholders and (ii) member of up to two
committees
of the Board of Directors during the term of his service as a
director.
The Chairman agrees to perform customary duties of a
non-executive
Chairman of the Board of Directors in consultation with the
Company's
Chief Executive Officer (the "CEO") and the Board of Directors,
but
shall have no executive office or exercise any executive
powers.
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Compensation and Benefits
2. As full and total compensation for services rendered under
this Agreement, Company shall pay (a) The Chairman a fee at the
rate of
$75,000 per year (payable at the times directors receive their
annual
fees) and equity grants equivalent to those received by other
outside
directors for service as Chairman of the Board of Directors in lieu
of
the compensation paid to Company directors including any board
and
committee meeting fees otherwise paid to Company directors;
provided
however, (x) in the event the Chairman is a member of the Board
of
Directors but does not serve as Chairman thereof, he shall only
be
entitled to receive board and meeting fees and equity grants which
are
commensurate with the fees and equity grants received by other
non-Chairman directors or (y) in the event the Chairman ceases to
be a
director, he shall not thereafter be entitled to any board or
committee
meeting fees or equity grants, and (b) the Chairman's reasonable
travel
expenses to and from the Company headquarters and such other
location
of Company business in compliance with the Company's travel policy
for
directors. The Chairman shall submit an application for such
reimbursement in a form acceptable to the Company and shall provide
all
backup documentation.
3. Company shall reimburse the Chairman for reasonable client
entertainment and other reasonable business expenses in accordance
with
the policies of Company.
4. Company shall make available secretarial and administrative
support in connection with the Chairman's performance of duties
during
the term of this Agreement; provided, however, that such
secretarial
and administrative support shall only be provided from the
Company's
headquarters.
5. No additional compensation or fee shall be payable by
Company to the Chairman by reason of any benefi
