**EXHIBIT 10.22**

 

**CONFIDENTIALITY AND NON-COMPETITION AGREEMENT**

**(conformed)**

 

**THIS AGREEMENT**, by and between Ryerson Inc. (the “Company”) and Stephen E. Makarewicz (the “Executive”) effective as of June 1, 2000 (the “Effective Date”) and as amended and restatedJanuary 1, 2006. 

 

**WITNESSETH THAT:**

 

**WHEREAS**, the Company has appointed Executive to the position ofPresident Ryerson South, and Executive has served as same since October 1994; and 

 

**WHEREAS**, in connection with such appointment, the Company and Executive desire to enter into this Agreement; 

 

**WHEREAS**, this Agreement is amended and restated effective January 1, 2006 to conform to the requirements of the Internal Revenue CodeSection 409A; 

 

**NOW, THEREFORE**, in consideration ofthe Executive’s appointment as President Ryerson South, 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. **Confidential Information**. Except as may be required by thelawful order of a court or agency of competent jurisdiction, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely all non-public informationconcerning the Company or any affiliate of the Company which was acquired by or disclosed to the Executive during the course of his employment with the Company or its affiliates, including but not limited to customer lists, price lists, customerservices requirements, costs of providing services, supplier information, and other data of or pertaining to the Company or to any affiliate of the Company which are not a matter of public knowledge, and not to disclose the same, either directly orindirectly, to any other person, firm or business entity or to use it in any way. 

2. **Nonsolicitation**. While the Executive is employed by the Company and its affiliates andfor a period of two years after the date the Executive terminates employment with the Company and its affiliates for any reason, the Executive covenants and agrees that he will not, whether for himself or for any other person, business, partnership,association, firm, company or corporation, directly or indirectly, call upon, solicit, divert or take away or attempt to solicit, divert or take away, any of the customers or employees of the Company or its affiliates in existence from time to timeduring his employment with the Company and its affiliates. 

 

3.**Noncompetition**. While the Executive is employed by the Company and its affiliates, and for a period of two years after the date the Executive terminates employment with the Company and its affiliates, the Executive covenants and agreesthat he will not, directly or indirectly, engage in, assist, perform services for, plan for, establish or open, or have any financial interest (other than (i) ownership of 1% or less of the outstanding stock of any corporation listed on the NewYork or American Stock Exchange or included in the National Association of Securities Dealers Automated Quotation System or (ii) ownership of securities in any entity affiliated with the Company) in any person, firm, corporation, or businessentity (whether as an employee, officer, director or consultant) that engages in an activity in any state in which the Company or its affiliates is conducting or has reasonable expectations of commencing business activities at the date of theExecutive’s termination of employment, which is the same as, similar to, or competitive with the metals service center, processing and distribution business of the Company and its affiliates. 

 

4. **Rights and Payments Upon Termination.** The Executive’sright to benefits and payments, if any, for periods after the date on which his employment with the Company terminates for any reason (his “Termination Date”) shall be determined in accordance with this Section 4: 

 

(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 accountof 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 twenty-fourth month after the Executives TerminationDate; (ii) the date on which the Executive violates the provisions of Sections 1, 2 or 3 of this Agreement; or (iii) the date of the Executive’s death, the Executive shall continue to receive from the Company bi-weekly base salary andBonus payments (based on his Salary in effect on 

his Termination Date and on his Bonus as defined below. Such continued bi-weekly base salary payments shall be made on the regularly scheduled pay datesfollowing 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, asamended (“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 underSection 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 paymentequal 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-weeklypayment 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. Benefits that will continuewill include medical, dental, basic life insurance, any optional life insurance and any optional accidental death and dismemberment insurance. “Bonus” shall mean two payments of the average annual amount of the award paid to the Executivepursuant to the annual incentive plan or successor plan with respect to the three years immediately preceding that in which the Termination Date occurs. 

 

Base salary payments to the Executive during the aforementioned Benefit Period shall not preclude the Executive’s eligibility for payments under theCompany’s severance plan. 

 

Twenty-four months ofadditional 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 bemade 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 Executive’stermination is a result of the Company’s termination of the Executive’s employment on account of Cause, then, except as agreed in writing between the Executive and the Company, the Executive shall have no 

 

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right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any suchfuture benefits) for periods after the Executive’s Termination Date. 

 

(C) **Termination for Death or Disability.** If the Executive’s termination is caused by the Executive’s death or permanent disability, then the Executive (or in the event of his death, his estate)shall be entitled to continuing payments of his Salary for the period commencing on his Termination Date and ending on the earlier of (i) the last day of the calendar month in which his Termination Date occurs or (ii) the date on which theExecutive violates the provisions of Sections 4, 5 or 6 of this Agreement. 

 

(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 anyreason other than those specified in Paragraphs (A) or (B) above then, except as agreed in writing between the Executive and the Company, the Executive shall have no right to future payments or benefits under this Agreement (and theCompany shall have no obligation to make any such future payments or provide any such future benefits) for periods after the Executive’s Termination Date. The Executive’s termination of employment for Good Reason shall not be treated as avoluntary resignation for purposes of this Agreement. 

 

(E)**Definitions.** For purposes of this Agreement: 

 

(i) The term “Cause” shall mean: 

 

(a) thecontinuous 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 asdetermined by the Executive Vice President. 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 

 

(b) the willful engaging by the Executive in conduct which is demonstrablyand materially injurious to the Company or its affiliates, monetarily or otherwise, as determined by the Executive Vice President; or 

 

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(c) conduct by the Executive that involves theft, fraud or dishonesty; or 

 

(d) the Executive’s violation of the provisions of Sections 1, 2 or 3hereof. 

 

(ii) The term “Good Reason” means(a) the assignment to the Executive duties which are materially inconsistent with his duties as President Ryerson South of the Company, including, without limitation, a material diminution or reduction in his title, office or responsibilitiesor a reduction in his rate of Salary, or (b) the relocation of the Executive to a location that is not within the greater Norcross, Georgia, metropolitan area. 

 

Notwithstanding any other provision of this Agreement, the Executive shall automatically cease to be an employee of the Company and itsaffiliates 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 pursuant to the Executive pursuant to thisAgreement. 

 

5. **Remedies**. The Executiveacknowledges that the Company would be irreparably injured by a violation of Sections 1, 2 or 3, and he agrees that the Company, in addition to other remedies available to it for such breach or threatened breach, shall be entitled to a preliminaryinjunction, temporary restraining order or other equivalent relief, restraining Executive from any actual or threatened breach of any such paragraph. If a bond is required to be posted in order for the Company to secure an injunction or otherequitable remedy, the parties agree that the bond need not be more than a nominal sum. 

 

6. **Severability and Entire Agreement**. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, andthis Agreement will be construed as if such invalid or unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed or modified). The Agreement is intended to be the entire agreement between theparties regarding the subject matter hereof and shall supersede any prior agreements to the contrary. 

 

7. **Applicable Law**. The provisions of this Agreement shall be construed in accordance with the laws of the State of Georgia. 

 

8. **Successors**. This Agreement shall be binding upon, andoperate for the benefit of the Company and its successors and assigns. 

 

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9. **Acknowledgment by Executive**. The Executive acknowledges that he has read this Agreement,understands the undertakings and restrictions it contains, and intends to be fully bound by its terms. 

 

**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date first above written. 

 
    **RYERSON INC.**Dated: 
 
 
 
    **William Korda**    **Vice President Human Resources**Dated: 
 
 
 
    **Stephen E. Makarewicz**    **President Ryerson South**
 

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