EXHIBIT 10.21
EMPLOYMENT
AGREEMENT
(conformed)
THIS AGREEMENT
, by and between Ryerson Inc. (the
“Company”) and James M. Delaney (the
“Executive”) effective as of July 23, 2001 (the
“Effective Date”) and as amended and restated
January 1, 2006.
WITNESSETH THAT:
WHEREAS , the Company has appointed Executive to the
position of President Customer Solutions Team & CCO, 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 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 President Customer Solutions
Team & CCO, 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 will serve as
President Customer Solutions Team & CCO and in such
capacity shall have such duties and responsibilities as may be
assigned to him or her from time to time by the Company. The
Executive shall have such authorities and powers as are inherent to
the undertaking of this position and necessary to carry out these
responsibilities and duties. 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 the capacity of President Customer Solutions
Team& CCO of the Company, may change from time to time due to
changes in the nature, structure or needs 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 or
increase in the Executive’s duties and responsibilities for
purposes of this Agreement.
1
The Executive shall devote his or
her best efforts and full business time and attention (except for
permitted vacation periods and reasonable periods of illness or
other incapacity) to the business and affairs of the Company and
its affiliated companies. The Executive shall perform all assigned
duties to the best of his or her abilities in a diligent,
trustworthy, businesslike and efficient manner.
2. Compensation
. Subject to the terms
and conditions of this Agreement, while the Executive is employed
by the Company under this Agreement, Executive shall be compensated
for services as follows:
(A) Effective July 23, 2001 the
Executive’s annual base salary shall be $239,000
(“Annual Base Salary”), payable in installments under
the Company’s general payroll practices, subject to customary
withholding. The Executive’s rate of Annual Base Salary shall
be reviewed annually beginning January 2002.
(B) The Executive will be eligible
for an incentive bonus payment from the Company each calendar year
or applicable performance period (the “Performance
Bonus”) in accordance with the bonus plans of the Company as
in effect from time to time. The Executive’s target bonus
award payment is 36% of Annual Base Salary.
(C) Except as otherwise specifically
provided herein, 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 other similarly situated executives of the Company,
provided that, nothing in the Agreement will preclude the Company
from amending or terminating any plans or programs generally
applicable to salaried employees or executives, as the case may
be.
(D) The Executive shall be
reimbursed by the Company, on terms and conditions that are
substantially similar to those applicable to other similarly
situated executives of the Company, for reasonable out-of-pocket
expenses for entertainment, travel, meals, lodging and similar
items, consistent with the Company’s expense reimbursement
policy, actually incurred by the Executive in the promotion of the
Company’s business.
2
(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 one club at any given point in
time.
(F) The Company shall pay or shall
reimburse the Executive for the amount of the monthly lease payment
for the automobile approved by the Company for the
Executive’s business; provided however, that the Company
shall report as income to the Executive any amounts required by law
or the policies of the Company for the Executive’s personal
use of such automobile.
(G) The Executive shall be
recommended for stock options in the same manner as may be in
effect from time to time for other similarly situated executives of
the Company.
(H) The Company shall provide a two
year Change in Control Agreement.
3. Rights and Payments Upon
Termination . The
Executive’s right to benefits and payments, if any, for
periods after the date the Executive’s employment with the
Company terminates for any reason (the “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 the period (the “Benefit
Period”) commencing on his Termination Date and ending on the
earliest of (i) the thirty-sixth 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
Annual Base Salary (based on his Annual Base Salary as in effect on
his Termination Date) and “Bonus” (as defined below)
payments. Such continued
3
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.
Annual Base Salary payments to the
Executive during the Benefit Period shall not preclude the
Executive’s eligibility for payments under the Company
Severance Plan, provided, however, that any benefit continuation
period under this Agreement shall run concurrently with the
applicable benefit period under the 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
Company terminates the Executive’s employment for Cause, then
except as agreed in writing between the Executive and the Company,
the Executive shall be entitled to receive only compensation and
benefits earned up to the Date of Termination. The Executive shall
not be entitled to receive any payments or benefits under this
Agreement after the Executive’s Termination Date and the
Company shall have no obligation to make any additional payments or
provide any other benefits after the Executive’s Termination
Date.
4
(C) Termination for Death or
Disability . If the
Executive’s termination is caused by the Executive’s
death or permanent disability (as that term is defined under the
Company’s Long Term Disability Plan), then the Executive (or
in the event of his or her death, his or her estate) shall be
entitled to continued payments of Annual Base Salary for the period
commencing on the Termination Date and ending on the earlier of
(i) the last day of the calendar month in which his
Termination Date occurs; (ii) the date on which the Executive
violates the provisions of Sections 4, 5 or 6 of this Agreement;
(iii) the date of the Executive’s death; or
(iv) the date of the Executive’s permanent
disability.
(D) Termination for Voluntary
Resignation, Mutual Agreement or Other Reasons .
If the Executive’s termination
occurs on account of his voluntary resignation, mutual agreement of
the parties, or any reason other than those specified in Paragraphs
(A), (B) or (C) above, then, except as agreed in writing
between the Executive and the Company, the Executive shall not be
entitled to receive any payments or benefits under this Agreement
after the Executive’s Termination Date and the Company shall
have no obligation to make any additional payments or provide any
additional benefits after the Executive’s Termination Date.
The Executive’s termination of employment for Good Reason
shall not be treated as a voluntary resignation for purposes of
this Agreement.
(E) Definitions
. For purposes of this
Agreement:
(i) The term “Cause”
shall mean:
(a) the continuous performance of
his duties (under this Agreement) in a manner that is inconsistent
with past, acceptable performance over a normal business cycle; or
in a way that has a demonstrable negative impact on the results of
the business unit. The Executive Vice President must provide a
notice of unsatisfactory performance and a reasonable corrective
action period. The Chairman and CEO must review and approve the
action; or
5
(b) the willful engaging by the
Executive in conduct which is demonstrably and materially injurious
to the Company or its affiliates, monetarily or otherwise, as
determined by the Executive Vice President; or
(c) conduct by the Executive that
involves theft, fraud or dishonesty; or
(d) the Executive’s violation
of the provisions of Sections 4, 5 or 6 hereof.
(ii) The term “Good
Reason” means (a) the assignment to the Executive of
duties which are materially inconsistent with the Position and
Duties under this Agreement, including, without limitation, a
material diminution or reduction in title, office or
responsibilities or a reduction in Annual Base Salary, if such
assignment is not changed by the Company, after written notice by
the Executive to the Company of such diminution or reduction giving
the Company reasonable opportunity to cure, or (b) the
involuntary relocation of the Executive to a location that is not
within the Chicago metropolitan area.
Notwithstanding any other provision
of this Agreement, the Executive shall automatically cease to be an
employee of the Company and its affiliates as of his Termination
Date and, to the extent permitted by applicable law, any and all
monies that the Executive owes to the Company shall be repaid
before any post-termination payments are made to the Executive
under this Agreement.
4. Termination by Executive or
Company with Notice . Subject to the payment obligations and rights
set forth in Section 3 above, the Company and Executive agree
that either party may terminate Executive’s employment under
this Agreement for any or no reason. Provided that, except in the
case of the death of the Executive, or mutual written agreement of
termination, or the Company’s termination of the
Executive’s employment for Cause, each party is obligated to
give the other sixty (60) days written notice (the
“Notice Period”) before terminating the
Executive’s employment relationship for any
reason.
6
During the Notice Period, the
Executive shall (i) meet with Executive Vice President or his
designee to wind up any pending work and provide an orderly
transfer to other employees of the duties, responsibilities,
accounts, customers and clients for which the Executive has been
responsible; (ii) work with the Company to identify key
Confidential Information (as defined in Section 5 below)
likely to be in the Executive’s possession and provide it to
the Company as instructed; (iii) disclose and discuss the
Executive’s future employment plans in light of
Executive’s obligations under this Agreement;
(iv) deliver to the Company all property belonging to the
Company, including any duplicates, copies or abstracts thereof;
(v) devote full time and attention to these obligations and
Executive’s other responsibilities as directed by the
Company. Notwithstanding the foregoing, the Company may, in its
sole discretion, terminate the Executive at any time during the
Notice Period, in which event Executive’s employment
terminates effective with written notice by the Company to the
Executive of this decision, provided that, if the Executive has
given notice of his intent to terminate his employment under this
Agreement, then, unless the Executive dies, the parties mutually
agree otherwise in writing, or the Company terminates the Executive
for Cause, the Company will pay to the Executive, in lieu of
notice, any Annual Base Salary and benefits that may be due to the
Executive for any portion of such sixty (60) days Notice
Period remaining after the Termination Date.
5. Confidentiality and
Ownership . The
Executive acknowledges and agrees that the Confidential Information
(as defined in Section 5(A) below) is the property of the
Company, its subsidiaries and affiliates. Accordingly, except as
may be required by applicable law or the lawful order of a court or
regulatory body, or exc
