Exhibit 10.3
SEVERANCE AGREEMENT AND
COVENANTS
The parties to this Severance
Agreement and Covenants (hereinafter “Agreement”) are
GREGORY J. WITHERSPOON and SCHNITZER STEEL INDUSTRIES, INC. an
Oregon corporation (“SSI”).
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1.1
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GREGORY J.
WITHERSPOON.
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For the purposes of this Agreement,
WITHERSPOON means GREGORY J. WITHERSPOON, WITHERSPOON’s
attorneys, heirs, executors, administrators and assigns (as
applicable).
For purposes of this Agreement the
“Company” means SSI, and all subsidiaries, affiliated
companies and other business entities thereof, all predecessors and
successors of each, and all of each entity’s officers,
shareholders, directors, employees, agents, or assigns, in their
individual and representative capacities.
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2.
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BACKGROUND
AND PURPOSE.
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WITHERSPOON’s employment with
the Company is ending effective January 7, 2009 (the
“Termination Date”). WITHERSPOON has twenty-one
(21) days to consider whether to execute this Agreement. The
parties are entering into this Agreement regarding termination of
WITHERSPOON'S employment with the Company.
WITHERSPOON waives, acquits and
forever discharges Company from any and all claims WITHERSPOON may
have. WITHERSPOON hereby releases Company from any and all claims,
demands, actions, or causes of action, whether known or unknown,
arising from or
related in any way to any employment of or past
or future failure or refusal to employ WITHERSPOON by Company, or
any other past or future claim (except as reserved by this
Agreement or where expressly prohibited by law) that relates in any
way to WITHERSPOON’s employment, termination, employment
contract, compensation, benefits, reemployment, or application for
employment, with the exception of any claim WITHERSPOON may have
against SSI for enforcement of this Agreement. This release
includes any and all claims, direct or indirect, which might
otherwise be made under any applicable local, state or federal
authority, including but not limited to any claim arising under the
state or local statutes where WITHERSPOON was employed by SSI
dealing with civil rights, employment, wage and hour,
discrimination in employment, Employee Retirement Income Security
Act (ERISA), Title VII of the Civil Rights Act of 1964, the
Post-Civil War Civil Rights Act (42 U.S.C. §§ 1981-1988),
the Civil Rights Act of 1991, the Americans With Disabilities Act,
the Family and Medical Leave Act of 1993, the Equal Pay Act of
1963, Executive Order 11246, the Rehabilitation Act of 1973, the
Uniformed Services Employment and Reemployment Rights Act of 1994,
the Worker Adjustment and Retraining Notification Act, the Age
Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Fair Labor Standards Act, all as amended, any
regulations under such authorities, or any other applicable
constitutional, statutory, contract, tort, or common law theories,
except that WITHERSPOON does not hereby release SSI from its
obligations under this Agreement, its contribution and
indemnification obligations whether arising under this Agreement or
otherwise, or from any coverage under any policy of insurance
providing indemnity and related costs for the benefit of
WITHERSPOON.
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After receipt of this Severance
Agreement properly and fully endorsed by WITHERSPOON and the
expiration of the seven (7) day revocation period provided by
the Older Workers Benefit Protection Act without
WITHERSPOON’s revocation, the following shall
occur:
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(1)
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SSI shall pay
WITHERSPOON the total sum of thirty-eight thousand four hundred
sixty-two and No /100 Dollars ($38,462.00) (all less proper
withholding); and
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(2)
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WITHERSPOON is
a participant in SSI’s 1993 Stock Incentive Plan, as amended
(the “Plan”) and has been awarded certain restricted
stock units (“RSUs”) and stock options
(“Options”) under the Plan. Those awards shall continue
to be governed by the provisions of the Plan, provided however
that, the following changes in vesting and exercise dates shall be
made:
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(a)
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The 2,519 RSUs
with a vesting date of June 1, 2009 shall become fully vested
as of the Termination Date; and
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(b)
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The 2,055
Options with a vesting date of June 1, 2009 shall become fully
vested as of the Termination Date; and
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(c)
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The time period
in which vested Options may be exercised shall be extended to
June 1, 2011.
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WITHERSPOON agrees that WITHERSPOON
will not disparage or make false or adverse statements about
Company. SSI should report to WITHERSPOON any actions or statements
that are attributed to WITHERSPOON that SSI believes are
disparaging, false or adverse. SSI may take actions consistent with
the provision for breach of the agreement should it determine that
WITHERSPOON has disparaged or made false or adverse statements
about Company.
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6.
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CONFIDENTIAL, PROPRIETARY AND TRADE SECRET
INFORMATION.
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WITHERSPOON agrees not to use or
disclose confidential, proprietary or trade secret information
learned while an employee of SSI or its predecessors, including the
terms of this Agreement, and covenants not to breach that duty.
Should WITHERSPOON, WITHERSPOON’s attorney or agents be
requested in any judicial, administrative, or other proceeding to
disclose confidential, proprietary or trade secret information
WITHERSPOON learned while an employee of SSI or its predecessors,
WITHERSPOON shall promptly notify SS
