EXHIBIT 10.19
EMPLOYMENT
AGREEMENT
(conformed)
THIS AGREEMENT
, by and between Ryerson Inc. (the
“Company”) and Gary J. Niederpruem (the
“Executive”) effective as of September 1, 1999
(the “Effective Date”) and as amended and restated
January 1, 2006.
WITNESSETH THAT:
WHEREAS , the Company has appointed Executive to the
position of Executive Vice President, and Executive has accepted
such appointment;
WHEREAS , in connection with such appointment, the
Company and Executive desire to enter into this Agreement;
and
WHEREAS , this Agreement is amended and restated
effective January 1, 2006 to conform to the requirements of
the Internal Revenue Code Section 409A;
NOW, THEREFORE
, in consideration of the
Executive’s appointment as Executive Vice President, and for
other good and valuable consideration the receipt of which is
hereby acknowledged, it is agreed by the Executive and Company as
follows:
1. Duties . The
Executive agrees that while he is employed by the Company, he will
devote his full business time, energies and talents to serving as
the Executive Vice President of the Company and providing services
for the Company at the direction of the Chairman of the Company.
The Executive shall have such duties and responsibilities as may be
assigned to him from time to time by the Chairman, shall perform
all duties assigned to him faithfully and efficiently, subject to
the direction of the Chairman, and shall have such authorities and
powers as are inherent to the undertakings applicable to his
position and necessary to carry out the responsibilities and duties
required of him hereunder; provided, however, that the Executive
shall not be required to perform any duties while he is disabled.
Notwithstanding the foregoing or any other provisions of this
Agreement, the Executive and the Company understand and agree that
the responsibilities and duties of the Executive, in his capacity
as Executive Vice President of the Company, may change from time to
time due to other changes in the nature and structure of the
Company’s business and that any such changes in the
Executive’s duties and responsibilities that are consistent
with such changes in the Company’s business shall not
constitute a reduction in the Executive’s duties and
responsibilities for purposes of this Agreement.
2. Compensation .
Subject to the terms and conditions of this Agreement, during the
Employment Period while the Executive is employed by the Company,
the Company shall compensate him for his services as
follows:
(A) The Executive shall receive, for
each twelve-consecutive month period beginning on March 8,
1999, and each anniversary thereof, an annual salary of $285,700
(the “Annual Base Salary”), which Annual Base Salary
shall be payable in substantially equal bi-weekly installments. The
Executive’s rate of Annual Base Salary shall be reviewed
annually beginning in February, 2000.
(B) The Executive shall be entitled
to receive bonuses from the Company in accordance with the bonus
plans of the Company as in effect from time to time. As Executive
Vice President his target bonus award percentage shall be 50% of
the midpoint of his grade, subject to annual approval of the
Compensation Committee of the Board of Directors.
(C) Except as otherwise specifically
provided to the contrary in this Agreement, the Executive shall be
provided with health, welfare and other fringe benefits to the same
extent and on the same terms as those benefits are provided by the
Company from time to time to the Company’s other senior
management executives.
(D) The Executive shall be
reimbursed by the Company, on terms and conditions that are
substantially similar to those that apply to other similarly
situated senior management executives of the Company, for
reasonable out-of-pocket expenses for entertainment, travel, meals,
lodging and similar items which are consistent with the
Company’s expense reimbursement policy and actually incurred
by the Executive in the promotion of the Company’s
business.
(E) The Company shall pay or shall
reimburse the Executive for his monthly country club dues and
assessments; provided, however, that such payment or reimbursement,
as applicable, shall apply only to the club at which the Executive
was a member immediately prior to the date hereof unless it is
necessary for the Executive to change clubs and, in any event shall
apply to only one club at any given point in time.
(F) The Company shall pay the
Executive for the amount of the monthly lease payment for the
automobile that the Executive uses for business; provided, however,
that the Company shall report as income to the Executive any
amounts required by law or the policies of the Company relating to
the Executive’s personal use of such automobile.
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(G) The Executive shall be
recommended for stock awards in the same manner as may be in effect
from time to time for other similarly situated executive vice
presidents.
3. Rights and Payments Upon
Termination . The Executive’s right to benefits and
payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his
“Termination Date”) shall be determined in accordance
with this Section 3:
(A) Termination by the Company
for Reasons Other Than Cause; Termination by the Executive for Good
Reason . If the Executive’s termination by the
Company occurs for any reason other than Cause or is a result of
the Executive’s termination of employment for Good Reason
(and is not on account of the Executive’s death, disability,
or voluntary resignation, the mutual agreement of the parties or
any other reason), then for the period (the “Benefit
Period”) commencing on his Termination Date and ending on the
earliest of (i) the twenty-fourth month after the
Executive’s Termination Date; (ii) the date on which the
Executive violates the provisions of Sections 4, 5 or 6 of this
Agreement; or (iii) the date of the Executive’s death,
the Executive shall continue to receive from the Company bi-weekly
base salary and “Bonus “ payments, based on his annual
base salary effective on his Termination Date and
“Bonus” as defined below. Such continued bi-weekly base
salary payments shall be made on the regularly scheduled pay dates
following the Executive’s Termination Date. Notwithstanding
the foregoing provisions of this Paragraph 3(a), if the Executive
is a “specified person” (within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”)) on the Termination Date and payments under
this Agreement are not exempt from Code Section 409A under the
exception for separation payments on involuntary termination that
do not exceed two times the limit under Section 401(a)(17) of
the Code, then the first payment of continued Annual Base Salary
shall not be made until the first regularly scheduled pay date that
is six months after the Termination Date and shall consist of
(a) an initial payment equal to the sum of (1) the total
bi-weekly payments the Executive would have been entitled to
receive during the first six months following the Termination Date
if the Executive were not a specified person plus (2) the
first bi-weekly payment due in the seventh month following the
Termination Date, and (b) subsequent to the initial payment,
bi-weekly payments based on his or her Annual Base Salary to the
extent not paid with the initial payment. Benefits that will
continue will include medical, dental,
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basic life insurance, any optional
life insurance and any optional accidental death and dismemberment
insurance. Bonus shall mean two payments of the average annual
amount of the award paid to the Executive pursuant to the annual
incentive plan or successor plan with respect to the three years
immediately preceding that in which the Termination Date
occurs.
Base salary payments to the
Executive during the aforementioned Benefit Period shall not
preclude the Executive’s eligibility for payments under the
Company’s severance plan.
Twenty-four months of additional age
and service credit will be provided to the Executive’s
Ryerson Pension and the Ryerson Supplemental Plan using the
methodology described in the Executive’s Change in Control
Agreement except that any lump sum payment will be made twenty-four
months after the Executive’s Termination Date and only if the
Executive has not violated the Confidentiality, Nonsolicitation and
Noncompetition provisions of this Agreement.
(B) Termination By Company for
Cause . If the Executive’s termination is a result of
the Company’s termination of the Executive’s employment
on account of Cause, then, except as agreed in writing between the
Executive and the Company, the Executive shall have no right to
future payments or benefits under this Agreement (and the Company
shall have no obligation to make any such future payments or
provide any such future benefits) for periods after the
Executive’s Termination Date.
(C) Termination for Death or
Disability . If the Executive’s termination is caused
by the Executive’s death or permanent disability, then the
Executive (or in the event of his death, his estate) shall be
entitled to continuing payments of his Sa
