EXHIBIT 10.24
November 30, 2004
(via hand delivery)
Mr. Thomas C. Graham, Jr.
6576 Heritage club Drive
Mason, Ohio 45040
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Re:
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Separation
Agreement and Release
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Dear Tom:
Earlier this year, you discussed
with Jim Wainscott the possibility of leaving the Company if you
could work out an appropriate and fair separation agreement which
takes into account that, by voluntarily leaving now, you will be
foregoing (1) the opportunity to continue your employment here long
enough to qualify for a lifetime pension annuity under the AK Steel
Corporation Executive Minimum and Supplemental Retirement Plan (the
“SERP”), and (2) other significant severance benefits
to which you would be entitled under your Executive Officer
Severance Agreement dated June 19, 2002 (“Executive Officer
Agreement”) if you were able to voluntarily terminate your
employment with the Company “for good reason” or if the
Company chose to involuntarily terminate your
employment.
I have discussed this issue with Jim
Wainscott, as President and Chief Executive Officer, and with the
Compensation Committee of the Board of Directors, and I am
authorized to make on behalf of the Company the formal proposal set
forth below. If the proposal set forth in this letter is acceptable
to you, please sign it on the last page where designated. Upon your
signature, this letter will constitute a formal Separation
Agreement and Release (“Agreement”) between you and AK
Steel Corporation (the “Company” or “AK
Steel”) on the terms of your separation of employment with
the Company. The terms of your separation of employment under this
Agreement are as follows:
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1.
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Upon proper
notice to the Company, you elected to voluntarily resign from all
positions with the Company and its parent, subsidiary and/or
affiliated companies effective December 31, 2004. Your resignation
constitutes a voluntary termination of your employment
“without Good Reason” as set out in section A(3)(c) of
your Executive Officer Agreement. For purposes of your Executive
Officer Agreement and all policies or plans of the Company relating
to your employment, December 31, 2004 shall be the “Date of
Termination” of your employment.
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2.
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You will be
paid your salary through December 31, 2004. You plan to use any
remaining vacation days for calendar year 2004, and therefore will
not receive any additional compensation for unused calendar year
2004 vacation days not taken or sold to your Flexfund. You also
understand and agree that you will not qualify for or receive any
compensation relating to calendar year 2005 vacation
days.
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3.
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You will
receive a lump-sum severance payment in the total amount of
$1,210,000 (subject to withholding). Payment will be made by the
later of December 13, 2004 or the Effective Date of this Agreement
(as defined in paragraph 12 below).
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4.
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For a twenty four month period
following your Date of Termination, you will continue to receive
health insurance coverage to the extent and on the same basis as it
is provided generally to Executive Officers of the Company during
that period; provided, however, that if at any time during that
twenty four month period you become eligible to receive health
insurance coverage based upon employment with another employer, the
obligation of the Company to continue to provide such health
insurance coverage to you shall then cease. During this twenty four
month period you must report to the Company’s Vice President,
Human Resources, your eligibility to receive health insurance
benefits from another employer within seven days after becoming
eligible. Under the Company’s existing policy for Executive
Officers, you are entitled to an annual comprehensive physical
evaluation at the Company’s expense. You have not received
that physical evaluation yet for calendar year 2004 and are
attempting to schedule it before December 31, 2004. The
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Company has agreed, however, to
extend the time within which you may receive that physical
examination at the Company’s expense through January 31,
2005.
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5.
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Subject to the
conditions set forth in paragraphs 6-7 below, the restricted shares
of AK Steel Holding Corporation granted to you but not yet vested
(20,985 shares in total) will not be cancelled upon termination of
your employment with the Company. Rather, the vesting schedule
specified in each grant will continue to apply to your restricted
shares until the third anniversary of your
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