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Exhibit 10.2
AGREEMENT
THIS AGREEMENT (this "Agreement") is effective as of the April 1,
2005
pending the closing of the merger (the
"Separation Date"), between Mittal Steel
N.V. and International Steel Group Inc.
(the "Company"), located at 4020 Kinross
Lakes Parkway, Richfield, Ohio 44286 and
JEROME V. NELSON ("Executive"),
residing at 7544 South Mannheim Court,
Hudson, Ohio 44236
WITNESSETH:
WHEREAS, prior to the Separation Date, Executive was the Vice
President
Sales & Marketing of the Company;
WHEREAS, effective on the Separation Date, Executive resigned as
an
employee of the Company, and from any and
all offices of the Company and its
subsidiaries, and any other position,
office or directorship of any other entity
for which Executive was serving at the
request of the Company; and
WHEREAS, the Company accepts Executive's resignation as of the
date
referenced above; and
WHEREAS, the Company and Executive desire to set forth the payments
and
benefits that Executive will be entitled to
receive from the Company in
connection with his resignation from
employment with the Company; and
WHEREAS, the Company and Executive wish to resolve, settle
and/or
compromise certain matters, claims and
issues between them, including, without
limitation, Executive's resignation from
the offices he held and from his
employment with the Company.
NOW, THEREFORE, in consideration of the promises and agreements
contained herein and other good and
valuable consideration, the sufficiency and
receipt of which are hereby acknowledged,
and intending to be legally bound, the
Company and Executive hereby agree as
follows:
1. RESIGNATION. Executive hereby resigns, effective on the
Separation
Date, his employment with the Company and
its subsidiaries and related or
affiliated companies, and his position as
Vice President Sales & Marketing of
the Company. Executive further resigns,
effective on the Separation Date, from
any other directorship, office, or position
of the Company or any entity that is
a subsidiary of, or is otherwise related to
or affiliated with, the Company (or
to which he has otherwise been appointed).
The Company hereby consents to and
accepts said resignations.
2. COMPENSATION AND BENEFITS. Subject to the conditions hereof,
the
Company and Executive agree to the
following:
a. SEVERANCE
COMPENSATION. As severance compensation, the
Company shall pay Executive an amount equal
to $1,348,061.34. Such amount shall
be paid to Executive
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in a lump sum payment, within ten (10)
business days following the Executive's
execution of this Agreement and the
expiration of the revocation period set
forth in Paragraph 4.c.(iv) hereof if
Executive has not exercised his right of
revocation pursuant to such paragraph prior
to such date. All of Executive's
Stock Options shall be cancelled as of the
effective time of the merger with
Mittal Steel Company and Executive will
receive in cash an amount equal to the
difference between $42.00 per share and the
applicable per share exercise price
of the option.
b. MEDICAL COVERAGE. Executive shall he entitled to continue
to participate in the Company's medical,
prescription drug, and dental plans or
programs in which he participated
immediately prior to the Separation Date (with
a monthly premium cost to Executive equal
to the premium cost as in effect for
active employees of the Company with
respect to such plans or programs, as
amended or changed from time to time) until
the earlier of (i) Executive's
coverage under another employer's or any
other medical, prescription drug and/or
dental plans or programs or (ii) 24 months
following the Separation Date (the
"Benefit Period"). The Company agrees that
the period of coverage under such
plans shall not count against such plans'
obligation to provide continuation
coverage pursuant to Part 6 of Subtitle B
of Title I of the Employee Retirement
Income Security Act of 1974, as amended
("COBRA"). It is expressly understood
that the Company's payment obligations and
Executive's participation rights
under this Paragraph 2.b. shall cease in
the event Executive breaches any of the
agreements in Paragraph 3 hereof.
c. PROFESSIONAL FEES. The Company and Executive acknowledge
and agree that each shall be responsible
for the payment of their respective
legal fees and costs (and related
disbursements) incurred in connection with
Executive's resignation and all matters
relating to the negotiation and
execution of the releases and all other
matters covered by this Agreement;
provided however, that Executive shall be
entitled to reimbursement of
reasonable attorney fees and expenses in
connection with the enforcement of
Executive's rights under this agreement,
provided that Executive is the
prevailing party in such a proceeding or
dispute.
d. COMPANY BENEFIT PLANS. Except as provided above in
Paragraph 2.b. of this Agreement,
Executive's post-Separation Date eligibility
for benefits, if any, as a past employee of
the Company under the Company's
retirement and welfare benefit plans shall
be as set forth in the respective
plan documents and shall be based on his
employment termination on the
Separation Date, and his entitlement to
benefits for the period of his
participation therein shall be determined
pursuant to the terms thereof.
e. BUSINESS EXPENSES. The Company will reimburse Executive for
any reasonable business expenses incurred
by Executive prior to the Separation
Date that are reimbursable pursuant to the
Company's expense reimbursement
policies. All expense reimbursement
requests must be presented to the Company
for payment not later than 30 days
following the Separation Date.
f. ACCRUED SALARY. Executive shall be paid in accordance with
the Company's normal payroll cycle the
gross amount of $10,100.00, less required
deductions, representing base salary
through and including April 15, 2005; the
gross amount of $13,984.66, less required
deductions, representing accrued but
unused 2005 vacation; and the grass
amount
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of $181,800.00, less required deductions,
representing the amount earned under
the Officers Cash and Stack Bonus Plan as
of the Separation Date.
g. WITHHOLDING. The Company shall withhold such amounts from
the payments described herein as are
required by applicable tax or other law.
3. RESTRICTIVE COVENANTS. Executive will be bound by the
following
restrictive covenants. If Executive fails
to abide by any of the following
covenants, the Company may cease any
remaining payments or benefits payable to
Executive hereunder.
a. For a period of 12 months after termination of the
Executive's employment with the Company,
Executive shall not within the United
States, Canada and/or Mexico (i) engage,
directly or indirectly, whether as an
employee, officer, director, consultant or
otherwise, in the research,
development, manufacture, marketing, sale
or distribution of steel or steel
products similar to those products sold or
developed by the Company and/or any
Controlled Group member; (ii) solicit,
directly, or indirectly, whether as an
employee, officer, director, consultant or
otherwise, any person or entity which
is then a customer of the Company and/or
any Controlled Group member or has been
a customer or solicited by the Company
and/or any Controlled Group member for a
one (1) year period, to purchase steel or
steel products from any entity other
than the Company and/or any Controlled
Group member; (iii) solicit for
employment, engage and/or hire, whether
directly or indirectly, any individual
who is then employed by the Company and/or
any Controlled Group member; and/or
(iv) encourage or induce, whether directly
or indirectly, any individual who is
then employed by the Company and/or any
Controlled Group member to end his/her
business relationship with the Company
and/or any Controlled Group member.
b. Executive will keep in strict confidence, and will not,
directly or indirectly, at any time during
or after the Benefit Period,
disclose, furnish, disseminate, make
available or, except in the course of
performing Executive's duties of
employment, use any trade secrets or
confidential business and technical
information of the Company or any Controlled
Group member or their customers or vendors,
including without limitation as to
when or how Executive may have acquired
such information. Such confidential
information shall include, without
limitation, the Company's and any Controlled
Group member's unique selling,
manufacturing and servicing methods and business
techniques, training, service and business
manuals, promotional materials,
training courses and other training and
instructional materials, vendor and
product information, customer and
prospective customer lists, other customer and
prospective customer information and other
business information. Executive
specifically acknowledges that all such
confidential information, whether
reduced to writing, maintained on any form
of electronic media, or maintained in
Executive's mind or memory and whether
compiled by the Company, any Controlled
Group member and/or Executive, derives
independent economic value from not being
readily known to or ascertainable by proper
means by others who can obtain
economic value from its disclosure or use,
that reasonable efforts have been
made by the Company and the Controlled
Group members to maintain the secrecy of
such information, that such information is
the sole property of the Company or
the Controlled Group members and that any
retention and use of such information
by Executive during the Benefit Period
shall constitute a misappropriation of
the Company's or any Controlled Croup
member's trade secrets.
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c. For purposes of this Paragraph 3, "Controlled Group" shall
mean the Company and any other entity which
is a member of the Company's
controlled group {as such term is defined
in Sections 414(b) or 414(c) of the
Internal Revenue Code).
4. RELEASE BY EXECUTIVE.
a. Executive for himself and his dependents, successors,
assigns, heirs, executors and
administrators (and his and their legal
representatives of every kind), hereby
releases, dismisses, remisses and forever
discharges the Company from any and all
arbitrations claims (including claims
for attorney's fees), demands, damages,
suits, proceedings, actions and/or
causes of action of any kind and every
description, whether known or unknown,
which Executive now has or may have had
for, upon, or by reason of any cause
whatsoever (except that this release shall
not apply to (x) the obligations of
the Company arising under this Agreement
and (y)
