exv10w1



 





Execution Copy




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”), is made and entered into
as of July 26, 2007, by and between Daniel W. Dienst (“Executive”) and Metal
Management, Inc., a Delaware corporation (“MTLM”).



     NOW, THEREFORE, in consideration of the premises, promises, mutual
covenants and mutual agreements contained herein, Executive and MTLM hereby agree
as follows:



     1. Employment.




     (a) On the terms and subject to the conditions set forth in this
Agreement, MTLM employs Executive as its President and Chief Executive
Officer to perform such duties and responsibilities as are consistent with such
position and such other positions as may be assigned to Executive, from time to
time, by the Board of Directors of MTLM (the “Board”). As of the
Commencement Date (as defined below), Executive is a member of the Board and
has been elected to serve as Chairman of the Board. During the Employment
Period (as defined below), MTLM shall use best efforts to see that Executive
while employed under this Agreement continues to be nominated and elected to
serve on the Board. For as long as Executive is so employed, he shall devote his
full business time, energy and ability to his duties, except for reasonably
necessary attention to the management of his personal affairs. If Executive is
Chairman of the Board and/or a director when his employment terminates under
this Agreement, whether pursuant to Section 6 or 7 of this Agreement, he shall
tender his resignation as Chairman and/or director effective as of the Termination
Date (as defined below) if so requested by the Board.




     (b) Executive’s worksites during the Employment Period (as defined
below) shall be 325 North LaSalle Street, Suite 550, Chicago, Illinois 60610 and
127 East 69th Street, New York, New York 10021 or such other locations as may
be mutually agreed upon by MTLM and Executive, with Executive’s time
allocated between such sites as shall be reasonably determined to be necessary
and appropriate by Executive to fulfill Executive’s duties and responsibilities and
exercise Executive’s powers under the terms of this Agreement.




     (c) Executive shall have the right to continue to serve on the board of
directors of those business, civic and charitable organizations on which Executive
is now serving as of the date of this Agreement, and that are set forth on Exhibit A
attached hereto, as long as doing so has no significant adverse affect on the
performance of Executive’s duties and responsibilities or the exercise of
Executive’s powers under this Agreement. Executive shall not serve on any other
boards of directors and shall not provide services (whether as an employee or



 









 







independent contractor) to any for-profit organization on or after the date of this
Agreement without the prior consent of the Board (which shall not be
unreasonably withheld in light of Executive’s duties and responsibilities under
this Agreement).



     2. Term. The term of employment under this Agreement shall commence on
August 1, 2007 (the “Commencement Date”) and shall continue through, and end as of
the close of business on March 31, 2012 (the “Employment Period”); provided,
however, that on March 31, 2012 and each anniversary thereof, the Employment Period
shall be extended for an additional year unless either MTLM or Executive, as the case
may be, notifies the other not less than 90 days prior to the end of the then current
Employment Period of its or his desire not to extend the Employment Period; provided
further that the Employment Period may terminate sooner upon the occurrence of certain
events as described in Sections 5, 6, 7, 8 and 9 of this Agreement. The date on which
Executive’s employment is terminated shall be referred to herein as the “Termination
Date”.



     3. Compensation.




     (a) Base Compensation. The base compensation to be paid to
Executive for his services under this Agreement shall be not less than $950,000
per year (“Base Compensation”), subject to applicable withholdings, payable in
equal periodic installments in accordance with the usual payroll practices of
MTLM, but no less frequently than monthly, commencing on the Commencement
Date. Executive’s base compensation shall be subject to annual review for cost of
living and merit factors, with any adjustments determined by the compensation
committee of the Board. Notwithstanding anything herein to the contrary, Base
Compensation may be reduced below $950,000 per year if such reduction is in the
same proportion as a reduction generally affecting other executive officers of
MTLM.




     (b) Annual Bonus. For the fiscal year ending March 31, 2008, and for
each subsequent fiscal year ending March 31 during the Employment Period,
Executive’s target annual bonus shall be not less than 100% of Base
Compensation (subject to applicable withholdings) (“Target Bonus”), and
Executive’s maximum bonus (as a percentage of Base Compensation) shall be not
less than that in effect under MTLM’s annual bonus program on the
Commencement Date (“Maximum Bonus”). Executive shall be eligible to
receive an annual bonus in accordance with the terms of MTLM’s annual bonus
program as then in effect for MTLM’s senior executives as such program is
modified by this Section 3(b); provided, however, the compensation committee of
the Board may direct MTLM to pay Executive an annual bonus that exceeds the
annual bonus otherwise payable under such program. Notwithstanding anything
contained herein to the contrary, Executive’s Target Bonus may be reduced below
100% of Base Compensation if such reduction is in the same proportion as a
reduction affecting other executive officers of MTLM. Each annual bonus



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described in this Section 3(b) shall be paid at the time called for under MTLM’s
annual bonus program for senior executives.




     (c) Annual Restricted Stock Grant. For the fiscal year ending
March 31, 2008 and for each subsequent fiscal year ending March 31 during the
Employment period, Executive may, at the discretion of the Compensation
Committee of the Board, be granted a number of shares of common stock, $0.01
par value per share (the “MTLM Stock”) pursuant to the terms of the Amended
and Restated Metal Management, Inc. 2002 Incentive Stock Plan or any successor
plan (the “Plan”). All terms and conditions to such grant shall be set forth for
Executive in a certificate in accordance with the terms of the Plan, including that
that all shares shall become non-forfeitable upon a Triggering Event (as defined
below); in addition to the foregoing, however, such certificate shall provide that
all shares shall become non-forfeitable upon termination of Executive’s
employment if MTLM notifies Executive that it will not extend the Employment
Period as provided under Section 2 of this Agreement.




     (d) Special Restricted Stock Grant. Upon execution and delivery of
the this Agreement by MTLM and Executive, Executive shall be granted 196,532
MTLM Shares pursuant to the Plan. Notwithstanding any provision in the Plan,
Executive’s interest in 117,920 shares shall become non-forfeitable on July 26,
2010 provided Executive is still employed by MTLM on such date, and his
interest in an additional 39,306 shares shall become non-forfeitable on each of the
next two subsequent anniversaries of such date provided Executive is still
employed by MTLM on such anniversary date. All terms and conditions to such
grant shall be set forth for Executive in a certificate in accordance with the terms
of the Plan; provided, however, that such certificate shall provide that all shares
shall become non-forfeitable upon (i) a Triggering Event or (ii) termination of
Executive’s employment if MTLM notifies Executive that it will not extend the
Employment Period as provided under Section 2 of this Agreement, and such
certificate shall include a waiver signed by Executive with respect to the
provisions of Section 15 of the Plan that provide that such shares would become
non-forfeitable solely upon such Change of Control (as defined in the Plan).



     4. Fringe Benefits. MTLM shall furnish Executive with accident, health and
life insurance (“Welfare Benefits”) and reimbursement of all documented reasonable and
necessary out-of-pocket expenses incurred by Executive on behalf of MTLM by reason
of the performance of Executive’s duties and responsibilities hereunder. Further, MTLM
shall furnish Executive with all of the additional fringe benefits made generally available
by MTLM to its executive officers recognizing that such fringe benefits may be changed
from time to time provided Executive shall be deemed immediately eligible for any such
fringe benefits to the extent permissible under the terms of applicable law and the terms
of the underlying plans, programs and policies. Executive shall be entitled to take five
weeks of paid vacation per calendar year, and shall be paid on all national and state
holidays, during the Employment Period. Vacation allowances shall not be cumulative
from year to year. MTLM shall include Executive as a covered person under MTLM’s
directors and officers’ insurance policy. MTLM shall furnish Executive with appropriate



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office space (as set forth in Section 1(b) of this Agreement), equipment, supplies, and
such other facilities and personnel as necessary or appropriate (de minimis use thereof by
Executive for personal reasons shall not be deemed a breach of this Agreement). MTLM
shall pay Executive’s dues in such societies and organizations as MTLM deems
appropriate, and shall pay on behalf of Executive (or reimburse Executive for)
documented reasonable out-of-pocket expenses incurred by Executive in attending
conventions, seminars, trade shows and other business meetings and business
entertainment and promotional expenses. MTLM shall pay Executive an automobile
allowance of $1,000.00 per month, subject to applicable withholdings.



     5. Death or Permanent Disability. If, during the Employment Period,
Executive dies (as confirmed by a certificate of death) or Executive is permanently
disabled such that, in the opinion of a physician selected by MTLM and Executive,
Executive (or his spouse or legal representative) is rendered incapable of performing the
services contemplated under this Agreement for 180 days in any 12 consecutive months
by reason of illness, accident, or other physical or mental disability (“Permanent
Disability”), this Agreement shall be deemed to be terminated as of the date of such
death or of the determination of Permanent Disability. Notwithstanding the foregoing,
Executive shall be entitled to the benefits as provided in Section 8 of this Agreement.
During any period prior to such time when Executive has a Permanent Disability, as
described above, MTLM shall be obligated to perform its obligations under this
Agreement in accordance with its terms, including, but not limited to, its obligations
under Section 3 of this Agreement.



     6. Involuntary Termination. Except in the case of termination for Cause
pursuant to Section 7 of this Agreement, if MTLM terminates Executive’s employment
hereunder without Executive’s consent, such termination shall be a Triggering Event, and
Executive shall be entitled to receive the benefits as provided in Section 8(b) of this
Agreement.



     7. Termination Voluntary or for Cause.




     (a) In the event: (i) Executive voluntarily terminates his employment
hereunder without Good Reason (as defined below) or (ii) Executive’s
employment hereunder is terminated for Cause, unless otherwise provided herein,
all of his compensation and benefits under this Agreement shall cease
immediately upon the date of such termination, provided that Executive shall be
entitled to receive the compensation provided in Section 3 of this Agreement paid
on a pro rata basis to the date of such termination.




     (b) Termination for Cause. Any of the following events shall be
considered as “Cause” for the immediate termination of the Employment Period
by MTLM:




     (i) conviction of Executive for a felony, or a nolo contendere
plea with respect to a the same; or



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     (ii) conviction of Executive for misappropriation by Executive
of funds or property of MTLM or the commission of acts of fraud relating
to his employment in each case resulting in material harm to MTLM, or a
nolo contendere plea with respect to the same; or




     (iii) (a) willful breach of this Agreement that is not cured by
Executive within 10 days following receipt by Executive of written notice
of such breach from MTLM or (b) material neglect by Executive of any of
his material duties or responsibilities hereunder that is not cured by
Executive within 30 days following receipt by Executive of written notice
of the acts that MTLM assert constitute such neglect by Executive,
provided, however, that any such willful breach or material neglect that is
not curable shall be considered Cause for the immediate termination of the
Employment Period by MTLM; or




     (iv) conduct on the part of Executive that is materially adverse
to any known interest of MTLM that continues unabated, or uncured to the
reasonable satisfaction of MTLM, after the expiration of 10 days
following receipt of written notice by Executive from MTLM.



Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered
to him a written termination notice signed by a member of the Board duly
authorized to deliver such notice.



     8. Acceleration of Payments.




     (a) For this Agreement, the following terms shall have the following
meanings:




     (i) “Good Reason” shall mean the occurrence of any of the
following events without Executive’s express written consent: (a) a
reduction by MTLM of Executive’s Base Compensation, Target Bonus or
Maximum Bonus provided in Section 3 of this Agreement unless such
reduction is in the same proportion as a reduction generally affecting other
executive officers of MTLM; (b) a material reduction in Welfare Benefits
unless such reduction is in the same proportion as a reduction generally
affecting other executive officers of MTLM; (c) any material breach by
MTLM of any provisions of this Agreement (including Section 1(b) of this
Agreement) that is not cured by MTLM within 10 days following receipt
by MTLM of written notice of such breach from Executive; (d) the
assignment of Executive by MTLM without his consent to a position,
responsibility or duties of a materially lesser status or degree of
responsibility than his position, responsibilities or duties as of the
Commencement Date as provided for in Section 1 of the Agreement;
provided, however that Executive no longer being President or Chairman
of the Board shall not be nor shall be deemed to be Good Reason; or
(e) upon a Change of Control (as defined below), the failure by the



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acquiring company or its direct or indirect parent, subsidiary or affiliate to
assume MTLM’s obligations hereunder.




     (ii) “Trigger Date” means the date on which a Triggering Event
occurs.




     (iii) “Triggering Event” means any of: (A) a resignation of
Executive as an employee of MTLM due to Good Reason; (B) termination
of the Employment Period under Section 5 of this Agreement; or
(C) involuntary termination of the Employment Period by MTLM, except
in the case of termination for Cause (which, for the avoidance of doubt,
does not include the non-extension of this Agreement as provided in
Section 2 of this Agreement).




     (b) Occurrence of Triggering Event. Upon the occurrence of a
Triggering Event described in clause (A) or (C) of Section 8(a)(iii) of this
Agreement, Executive shall continue to receive from MTLM for two years after
such Triggering Event: (i) Base Compensation as provided under Section 3(a) of
this Agreement, (ii) an amount equal to Target Bonus and (iii) Welfare Benefits
(with the same cost sharing arrangements in effect at the time of such Triggering
Event) as provided under Section 4 of this Agreement. The payments described
in clauses (i) and (ii) above are subject to applicable withholdings, and are
payable in equal periodic installments in accordance with the usual payroll
practices of MTLM, but no less frequently than monthly, commencing on the
Termination Date. In the event of a Triggering Event, Executive shall receive a
pro rata annual bonus for the year of termination based upon actual performance
results during such period and payable at time called for under MTLM’s annual
bonus program for senior executives. The Welfare Benefits are subject to
applicable withholdings to the extent such benefits are taxable benefits.
Furthermore, upon the occurrence of a Triggering Event, any unvested stock
options or stock grants or any unvested long term incentive plan compensation
shall immediately become vested. If this Agreement is terminated as a result of
Executive’s death, Executive’s then current spouse and dependent children shall
be entitled to continue to participate in the MTLM provided health and medical
insurance programs for one year after such death, unless, in each case, such
continued participation is prohibited by any applicable laws or would otherwise
jeopardize the tax qualified status of any such programs. If MTLM is prohibited
by applicable law or would otherwise jeopardize the tax qualified status of any
health or medical insurance plan and as a result MTLM terminates coverage, it
shall promptly reimburse Executive for the cost of obtaining comparable third
party coverage.




     (c) Code Section 409A.




     (i) If the Executive is a “specified employee” (as defined in
Treasury Regulation Section 1.409A-l(i)) of MTLM and if MTLM
reasonably determines that amounts payable under Section 8(b) of this



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Agreement are on account of an “involuntary separation from service” (as
defined in Treasury Regulation Section 1.409A-l(m)) and are not subject
to tax under Section 409A of the Code, the Executive shall receive
payments during the six-month period immediately following the
Termination Date equal to the lesser of (A) the amount payable under
Section 8(b) of this Agreement and (B) two times the compensation limit
in effect under Code Section 40l(a)(17) for the calendar year in which the
Termination Date occurs (with any amounts that otherwise would have
been payable under Section 8(b) of this Agreement during such six-month
period being paid on the first regular payroll date following the six-month
anniversary of the Termination Date).




     (ii)
If MTLM reasonably determines that such termination is
not an “involuntary separation from service” (as defined in Treasury
Regulation Section 1.409A-l(m)), amounts that would otherwise have
been paid during the six-month period immediately following the
Termination Date shall be paid on the first regular payroll date
immediately following the six-month anniversary of the Termination Date
without regard to whether such amounts are then taxable under
Section 409A of the Code.




     (iii) Any amounts not paid during such six-month period
pursuant to the special timing rule in Section 8(c)(i) or (ii) of this
Agreement shall accrue at an annual rate (compounded monthly) equal to
the federal short-term rate (as in effect under Section l274(d) of the Code
on the Termination Date), and shall be paid on the first regular payroll
date immediately following the six-month anniversary of the Termination
Date.



     9. Non-Competition.




     (a) General. In addition to any other obligations of Executive under
any other agreement with MTLM, in order to assure that MTLM shall realize the
benefits of this Agreement and in consideration of the employment set forth in
this Agreement, Executive shall not:




     (i) during the period beginning on the date of this Agreement
and ending 18 months after the Termination Date (the “Non-Competition
Period”), directly or indirectly, whether through an affiliate or otherwise,
alone or as a partner, joint venturer, member, officer, director, employee,
consultant, agent, independent contractor, stockholder, or in any other
capacity of any company or business, engage in any business activity in
any state in the United States or any other country or region in which,
prior to the Termination Date, MTLM or any subsidiary or affiliate of
MTLM conducts business or is actively planning to conduct business and,
on and after the Termination Date, MTLM or any subsidiary or affiliate of
MTLM on the Termination Date conducts business or is actively planning
to conduct business, which business activity is directly or indirectly in



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competition with the business, prior to the Termination Date, that is
conducted by or is actively planned to be conducted by MTLM or any
subsidiary or affiliate of MTLM and, on and after the Termination Date, is
on the Termination Date conducted by or is actively planned to be
conducted by MTLM or any subsidiary or affiliate of MTLM; provided,
however; that, the beneficial ownership of less than 5% of the shares of
stock of any corporation having a class of equity securities actively traded
on a national securities exchange or over-the-counter market shall not be
deemed, in and of itself, to violate the prohibitions of this Section 9;
provided, however, that Executive shall not be bound by the restrictions
set forth in this Section 9(a)(i) if MTLM shall not have cured the failure to
make any material payment to Executive under this Agreement within 30
days following receipt by MTLM of written notice from Executive of such
failure unless such failure to make such payment is due to MTLM’s
allegation of a material breach of the terms of this Agreement;




     (ii) during the Non-Competition Period, directly or indirectly
(a) induce any person that is a customer of MTLM or any subsidiary or
affiliate of MTLM on the Termination Date to patronize any business
directly or indirectly in competition with the business conducted by
MTLM or any subsidiary or affiliate of MTLM on the Termination Date;
(b) canvass, solicit or accept from any person that is a customer of MTLM
or any subsidiary or affiliate of MTLM on the Termination Date, any such
competitive business, or (c) request or advise any person that is a customer
of MTLM or any subsidiary or affiliate of MTLM on the Termination
Date to withdraw, curtail or cancel any such customer’s business with
MTLM or any subsidiary or affiliate of MTLM on the Termination Date;




     (iii) during the Non-Competition Period, directly or indirectly
employ, or knowingly permit any company or business directly or
indirectly controlled by him, to employ, any person who was employed by
any of MTLM or any then subsidiary or affiliate of MTLM at or within six
months prior to the Termination Date, or in any manner seek to induce any
such person to leave his or her employment; or




     (iv) directly or indirectly, at any time following the Termination
Date, in any way utilize, disclose, copy, reproduce or retain in his
possession any of MTLM’s or any subsidiary’s or affiliate’s proprietary
rights or records, including, but not limited to, any of their customer or
price lists.




     (b) Scope of Restriction. Executive agrees and acknowledges that the
restrictions contained in this Section 9 are reasonable in scope and duration and
are necessary to protect MTLM after the Commencement Date. If any provision
of this Section 9 as applied to any party or to any circumstance is adjudged by a
court to be invalid or unenforceable, the same shall in no way affect any other
circumstance or the validity or enforceability of this Agreement. If any such
provision, or any part thereof, is held to be unenforceable because of the duration
of such provision or the area covered thereby, the parties agree that the court



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making such determination shall have the power to reduce the duration and/or
area of such provision, and/or to delete specific words or phrases, and in its
reduced form, such provision shall then be enforceable and shall be enforced.
The parties agree and acknowledge that the breach of this Section 9 shall cause
irreparable damage to MTLM and upon breach of any provision of this Section 9,
MTLM shall be entitled to injunctive relief, specific performance or other
equitable relief; provided, however, that this shall in no way limit any other
remedies that MTLM may have (including, but not limited to, the right to seek
monetary damages).




     (c) Termination of Payments Upon Breach. If Executive shall have
breached this Section 9 in any material respect, all amounts and all benefits
otherwise payable to Executive pursuant to Section 8 of this Agreement shall
immediately cease. In addition, upon determination by a court of competent
jurisdiction that Executive shall have breached this Section 9 in any material
respect, Executive shall repay all amounts and all benefits previously paid by
MTLM to Executive pursuant to Section 8 of this Agreement. Nothing in this
Section 9(c) shall in any way limit any other remedies that MTLM may have with
respect to any such breach.



     10. Change Of Control.




     (a) General. Notwithstanding anything in the Plan to the contrary, for
purposes of this Agreement and with respect to any options, stock grants and
stock appreciation rights issued under the Plan to Executive, “Change of
Control” shall be deemed to have occurred at such time as (1) any “person” (as
that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) becomes after the
effective date of this
Agreement the beneficial owner (as defined in Rule 13d-3 under the 1934 Act)
directly or indirectly of securities representing 40% or more of the combined
voting power of the then outstanding securities for election of directors of the
Company or any successor to the Company, (2) during any period of two
consecutive years or less, individuals who at the beginning of such period
constitute the Board cease, for any reason, to constitute at least a majority of the
Board, unless the election or nomination for election of each person who was not
a director at the beginning of such period was approved by vote of at
least two-thirds
of the directors then in office who were directors at the beginning of such
period or who were directors previously so approved, (3) there is a dissolution or
liquidation of the Company or any sale or disposition of 50% or more of the
assets or business of the Company, or (4) there is a reorganization, merger,
consolidation or share exchange (other than a reorganization, merger,
consolidation, or share exchange with a wholly-owned subsidiary of the
Company) of the Company unless (A) the persons who were the beneficial
owners of the outstanding shares of the common stock of the Company
immediately before the consummation of such transaction beneficially own more
than 50% of the outstanding shares of the common stock of the successor or



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survivor corporation in such transaction immediately following the consummation
of such transaction and (B) the shares of the common stock of such successor or
survivor corporation beneficially owned by the persons described in clause
(A) immediately following the consummation of such transaction are beneficially
owned by each such person in substantially the same proportion that each such
person had beneficially owned shares of Company common stock immediately
before the consummation of such transaction.




     (b) Special Tax Payments. If any payment or benefit to Executive
under this Agreement, either alone or together with other payments or benefits to
Executive from the Company, would constitute a “parachute payment” (as
defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
“Code”), such payments or benefits shall be reduced to an amount that would no
longer constitute a “parachute payment”; provided, however, if such amount
exceeds 10% of the total amounts Executive would otherwise have been entitled
to receive, such amounts to be received shall be grossed up to an amount such that
after payment of the excise tax imposed by Section 4999 of the Code, Executive
will receive on an after tax basis the same amount Executive would have received
if no such excise tax was imposed.



     11. Confidentiality of Information; Duty of Non-Disclosure. Executive
acknowledges and agrees that his employment by MTLM under this Agreement
necessarily involves his understanding of and access to certain trade secrets and
confidential information pertaining to the business of MTLM or any subsidiary or
affiliate of MTLM. Accordingly, Executive shall not, directly or indirectly, at any time
(whether during the Employment Period or at any time thereafter) without the prior
written consent of MTLM, disclose to or use for the benefit of any person, corporation or
other entity, or for himself any and all files, trade secrets or other confidential
information concerning the internal affairs of MTLM or any subsidiary or affiliate of
MTLM, including, but not limited to, confidential information pertaining to clients,
services, products, earnings, finances, operations, methods or other activities; provided,
however, that the foregoing shall not apply to information that is of public record or is
generally known, disclosed or available to the general public or the industry generally.
Further, Executive shall not, directly or indirectly, remove or retain, without the express
prior written consent of MTLM, and upon termination of this Agreement for any reason
shall return to MTLM, any confidential figures, calculations, letters, papers, records,
computer disks, computer print-outs, lists, documents, instruments, drawings, designs,
programs, brochures, sales literature, or any copies thereof, or any information or
instruments derived therefrom, or any other similar information of any type or
description, however such information might be obtained or recorded, arising out of or in
any way relating to the business of MTLM or any subsidiary or affiliate of MTLM or
obtained as a result of his employment by MTLM or any subsidiary or affiliate of
MTLM. Executive acknowledges that all of the foregoing are proprietary information,
and are the exclusive property of MTLM. The covenants contained in this Section 11
shall survive the termination of this Agreement.



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     12. Authority; Enforceability. MTLM has full corporate power and authority
to execute and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement, the performance by MTLM of its obligations
hereunder have been duly and validly authorized by all necessary corporate action on the
part of MTLM. This Agreement has been duly executed and delivered by MTLM and
constitutes a valid and binding agreement of MTLM, enforceable against MTLM in
accordance with its terms, subject to applicable bankruptcy, insolvency and other similar
laws affecting the enforceability of creditors’ rights generally, general equitable
principles and the discretion of courts in granting equitable remedies.



     13. Goodwill. MTLM has invested substantial time and money in the
development of its products, services, territories, advertising and marketing thereof,
soliciting clients and creating goodwill. By accepting employment with MTLM,
Executive acknowledges that the customers are the customers of MTLM and its
subsidiaries and affiliates and that any goodwill created by Executive belongs to and shall
inure to the benefit of MTLM.



     14. No Duty to Mitigate. In the event that Executive’s employment terminates
hereunder, MTLM acknowledges and agrees that Executive has no duty to mitigate the
costs to MTLM with respect to any amounts payable hereunder to Executive.



     15. Notices. Any notice or request to be given hereunder to either party hereto
shall be deemed effective only if in writing and either (a) delivered personally or (b) sent
by certified or registered mail, postage prepaid, to the following addresses or to such
other address as either party may hereafter specify to the other by notice similarly served:


If to Executive:



Daniel W. Dienst

At the most recent address

in MTLM’s records



with a copy to:



Vedder Price

222 North LaSalle Street

Chicago, Illinois 60601

Attn: Philip L. Mowery




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If to MTLM:



Metal Management, Inc.

325 North LaSalle Street

Suite 550

Chicago, Illinois 60610

Attn: Chief Financial Officer



with a copy to:



King & Spalding LLP

1185 Avenue of the Americas

New York, New York 10036

Attn: E. William Bates, II




     16. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of MTLM, whether by merger, sale of assets or
otherwise. This Agreement shall be binding upon and inure to the benefit of Executive’s
heirs.



     17. Attorneys’ Fees.




     (a) Upon receipt by MTLM of statement for legal services from the
attorneys representing Executive, MTLM shall reimburse Executive or to pay on
behalf of Executive the reasonable and necessary attorneys’ fees and associated
expenses incurred by Executive in connection with the negotiation of this
Agreement.




     (b) In the event suit or action is brought by any party under this
Agreement to enforce or construe any of its terms, the prevailing party shall be
entitled to recover, in addition to all other amounts and relief, its reasonable and
necessary attorneys’ fees and associated expenses incurred at and in preparation
for arbitration, trial, appeal and review.



     18. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York without reference to its choice-of-law
principles.



     19. Modification. No modification or waiver of any provision hereof shall be
made unless it is in writing and signed by both of the parties hereto.



     20. Scope of Agreement. This Agreement constitutes the whole of the
agreement between the parties on the subject matter, superseding all prior oral and
written conversations, negotiations, understandings, and agreements in effect as of the
date of this Agreement.



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     21. Severability. To the extent that any provision of this Agreement may be
deemed or determined to be unenforceable for any reason, such unenforceability shall not
impair or affect any other provision, and this Agreement shall be interpreted so as to most
fully give effect to its terms and still be enforceable.



     22. Execution In Counterparts. This Agreement may be executed in any
number of counterparts and by different parties in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 
	 	METAL MANAGEMENT, INC.

 	 
	 	By:  	/s/ Robert C. Larry
 	 
	 	 	Robert C. Larry 	 
	 	 	Executive Vice President, Finance and
Chief Financial Officer 	 
	 
	 	 	 
	 	 	/s/ Daniel W. Dienst
 	 
	 	 	Daniel W. Dienst 	 
	 	 	 



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EXHIBIT A




DIRECTORSHIPS






	1.	 	Director, Ryerson Inc., Chicago, IL (prospective service as a director previously
approved by the Board)
	 
	2.	 	Trustee, Kips Bay Boys & Girls Club, Bronx, NY
	 
	3.	 	Chairman, Newark Police Foundation, Newark, NJ





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