EXHIBIT 10.6**EMPLOYMENT AGREEMENT**     This **EMPLOYMENT AGREEMENT**(“**Agreement**”), is made and entered into as of January 16, 2004, byand between Harold J. Rouster (“**Rouster**”) and Metal Management, Inc., a Delaware corporation(“**MTLM**”).     **NOW, THEREFORE**, in consideration of the premises, promises, mutual covenants and mutualagreements contained herein, Rouster and MTLM hereby agree as follows:     1. **Employment****.**     (a) On the terms and subject to the conditions set forth in this Agreement, MTLM agreesto employ Rouster as an employee of the following MTLM subsidiaries (the **“Subsidiaries”**) inthe following positions: President of Metal Management Midwest, Inc., an Illinoiscorporation; President of Metal Management Memphis, LLC, a Tennessee limited liabilitycompany; and President of Metal Management Ohio, Inc., an Ohio corporation. Rouster shallperform such duties and responsibilities as are consistent with such positions and suchother positions as may be assigned to Rouster, from time to time, by MTLM. For as long asRouster is so employed, he shall devote his full business time, energy and ability to hisduties, except for incidental attention to the management of his personal affairs; provided,however, that Rouster shall be permitted to complete promptly after the date of thisAgreement (but in no event more than 30 days after the date of this Agreement) incidentalmatters required in the termination of Rouster’s prior employment.     (b) Employee’s duties under this Agreement shall be performed for the Subsidiariesprincipally in the Chicago, Illinois area, with periodic trips to MTLM’s operations andcustomers and corporate meetings outside of the Chicago area, as may be required.     2. **Term.** The term of Rouster’s employment with the Subsidiaries under this Agreementshall commence as of January 16, 2004 (the “**Commencement Date**”) and shall continue through, and endas of the close of business on March 31, 2008 (the “**Employment Period**”); provided, however, that onMarch 31, 2008 and each anniversary thereof, the Employment Period shall be automatically extendedfor successive one-year periods unless either MTLM or Rouster, as the case may be, notifies theother not less than 60 days prior to the end of the then current Employment Period of its or hisdesire not to extend the Employment Period; provided further that the Employment Period mayterminate sooner upon the occurrence of certain events as described in Sections 5, 6, 7, 8 and 10of this Agreement. The date on which Rouster’s employment is terminated shall be referred toherein as the “**Termination Date**” and such date shall also be the date upon which this Agreementterminates except as to those terms of this Agreement that extend beyond the term of this Agreementas provided herein.     3. **Compensation.**     (a) *Base Compensation*. The base compensation to be paid to Rouster for hisservices under this Agreement shall be not less than $350,000 per year, subject to
 

 
applicable withholdings, payable in equal periodic installments in accordance with theusual payroll practices of MTLM or the Subsidiaries, but no less frequently than monthly,commencing on the Commencement Date. Rouster’s base compensation shall be subject to annualreview for cost of living and merit factors, with any adjustments approved by thecompensation committee of the Board of MTLM (the “**Compensation Committee**”). The foregoingis hereafter referred to as Rouster’s “**Base Compensation**.”     (b) *Bonuses*. During the Employment Period, Rouster shall also be eligible toreceive the following:     (i) Signing Bonus. MTLM shall, subject to applicable withholdings, payRouster $250,000 as a signing bonus, such amount to be payable no later than March16, 2004, in accordance with the usual payroll practices of MTLM.     (ii) Annual Bonus. For the period ending March 31, 2004, and for eachsubsequent twelve-month period during the Employment Period ending March 31, Roustershall be eligible to receive an annual bonus in accordance with the terms of MTLM’sannual bonus program as then in effect for MTLM’s senior executives or seniorexecutives of the Subsidiaries; provided, however, the Compensation Committee maydirect MTLM to pay Rouster an annual bonus that exceeds the annual bonus otherwisepayable under such program. Each annual bonus described in this Section 3(b)(ii)shall be paid at the time called for under MTLM’s annual bonus program for seniorexecutives.     (c) *Options*. Upon execution and delivery of this Agreement by MTLM andRouster, Rouster shall be granted the following incentive stock options (“**ISOs**”) andnon-incentive stock options (“**non-ISOs**” and, collectively with ISOs, “**Options**”) to purchase            shares of MTLM Stock pursuant to the terms of the Metal Management, Inc. 2002 IncentiveStock Plan (the “**Plan**”): (i) 2,541 shares of MTLM Stock at an exercise price per share equalto the Fair Market Value, as defined in the Plan, on the date that the CompensationCommittee approves the grant (such price, the “**Grant Date Exercise Share Price**”), all suchstock options to be ISOs; (ii) 22,459 shares of MTLM Stock at an exercise price per shareequal to the Grant Date Exercise Share Price, all such stock options to be non-ISOs; (iii)25,000 shares of MTLM Stock at an exercise price per share of $52.50, all such stock optionsto be non-ISOs; and (iv) 25,000 shares of MTLM Stock at an exercise price per share of$70.00, all such stock options to be non-ISOs. Rouster’s interest in one-third (1/3) ofeach grant of ISOs and non-ISOs set forth in clauses (i), (ii), (iii), and (iv) of thisSection 3(c) shall vest on March 31, 2005, provided Rouster is still employed by theSubsidiaries on such date, and his interest in an additional one-third (1/3) of each suchISOs and non-ISOs set forth in clauses (i), (ii), (iii), and (iv) of this Section 3(c) shallvest on each of the next two subsequent anniversaries of such date provided Rouster is stillemployed by MTLM on such anniversary date. All the terms and conditions to such grantsshall be set forth for Rouster in certificates in accordance with the terms of the Plan.Except as otherwise set forth in this Section 3(c), all or part of the ISOs and non-ISOsthat have vested by operation of this Agreement or otherwise shall be exercisable, at theelection of Rouster, at any time on or after the date hereof and on or prior to the tenthanniversary of the date the Options are granted; provided,
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however, that if the Employment Period terminates for any reason (other than retirementat or after the age of 65, termination of the Employment Period under Section 5 of thisAgreement, or termination for Cause (as defined below)), Rouster shall have three monthsafter the date of such termination in which to exercise such Options (but in no event shallthe Options be exercisable after the tenth anniversary of the date the Options are granted).In the case of retirement at or after the age of 65, Rouster shall have (i) one year afterthe date of such retirement in which to exercise any non-ISOs and (ii) three months afterthe date of such retirement in which to exercise any ISOs, but in no event shall thenon-ISOs or the ISOs be exercisable after the tenth anniversary of the date the Options aregranted. In the case of termination of the Employment Period under Section 5 of thisAgreement, Rouster (or his estate) shall have (i) two years after the date of suchtermination in which to exercise any non-ISOs, and (ii) one year after the date of suchtermination in which to exercise any ISOs, but in no event shall the non-ISOs or the ISOs beexercisable after the tenth anniversary of the date the Options are granted. If Rouster isterminated for Cause (as defined below), the Options will expire immediately andautomatically at the time of such termination.     (d) *Restricted Stock*. Upon execution and delivery of the this Agreement byMTLM and Rouster, Rouster shall be granted 9,318 shares of restricted common stock, $0.01par value per share (the “**MTLM Restricted Stock**”) pursuant to the terms of the Plan. Exceptas otherwise provided in Section 8(b) of this Agreement, elsewhere in this Agreement, or thePlan, Rouster’s interest in one-third (1/3) of such shares of common stock shall becomenon-forfeitable on March 31, 2005, provided Rouster is still employed by the Subsidiaries onsuch date, and his interest in an additional one-third (1/3) of such shares shall becomenon-forfeitable on each of the next two subsequent anniversaries of such date providedRouster is still employed by the Subsidiaries on such anniversary date. All the terms andconditions to such grant shall be set forth for Rouster in a certificate in accordance withthe terms of the Plan.     (e) *Relocation Expenses*. Rouster’s normal and reasonable moving andtransportation expenses to Chicago, Illinois will be paid by MTLM. Moving expenses coverthe transportation of normal household articles from Rouster’s residence in Buffalo, NewYork, but do not cover shipping automobiles. Additionally, MTLM will reimburse reasonableexpenses for termination of Rouster’s residential lease in Buffalo, New York, temporarystorage of personal and household belongings, and up to three house hunting trips forRouster’s spouse. Rouster will also receive a one-time tax gross-up of all moving expensesreimbursed by MTLM that are taxed under federal or state tax laws.     4. **Fringe Benefits.** MTLM shall furnish Rouster with accident, health and lifeinsurance and reimbursement of all documented reasonable and necessary out-of-pocket expensesincurred by Rouster on behalf of MTLM by reason of the performance of Rouster’s duties andresponsibilities hereunder. Further, MTLM shall furnish Rouster with all of the additional fringebenefits made generally available by MTLM to its executive officers and employees or those of itsSubsidiaries recognizing that such fringe benefits may be changed from time to time providedRouster shall be deemed immediately eligible for any such fringe benefits to the extent permissibleunder the terms of applicable law and the terms of the underlying plans,
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programs and policies. Rouster shall be entitled to take four weeks of paid vacation percalendar 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; unused vacation at the end of acalendar year shall expire. MTLM shall include Rouster as a covered person under MTLM’s and/or theSubsidiaries’ directors and officers’ insurance policies. MTLM shall furnish Rouster withappropriate office space, equipment, supplies, and such other facilities and personnel as necessaryor appropriate (de minimis use thereof by Rouster for personal reasons shall not be deemed a breachof this Agreement). MTLM shall pay Rouster’s dues in such societies or organizations as MTLM deemsappropriate, and shall pay on behalf of Rouster (or reimburse Rouster for) documented reasonableout-of-pocket expenses incurred by Rouster in attending conventions, seminars, trade shows andother business meetings and business entertainment and promotional expenses. MTLM shall payRouster an automobile allowance of $1,000.00 per month, subject to applicable withholdings.     5. **Severance Benefits in the Case of Termination by Death or Permanent Disability**.If, during the Employment Period, Rouster dies (as confirmed by a certificate of death) or Rousteris permanently disabled such that, in the opinion of a physician selected by MTLM and Rouster,Rouster is rendered incapable of performing the services contemplated under this Agreement for aperiod of 12 consecutive months by reason of illness, accident, or other physical or mentaldisability (“**Permanent Disability**”), this Agreement shall be deemed to be terminated as of the dateof such death or of the determination of Permanent Disability. Notwithstanding the foregoing,Rouster or his estate shall be entitled to the severance and related listed benefits as set forthin Section 8(b) of this Agreement (collectively, the “**Severance Benefits**”). Additionally, duringthe period prior to a determination of Permanent Disability in which Roster is incapable ofperforming the services contemplated under this Agreement, Rouster shall continue to receive theBase Compensation he was receiving at the time as provided in Section 3 of this Agreement paid on apro rata basis to the date of any determination of Permanent Disability.     6. **Severance Benefits in the Case of Termination By MTLM Without Cause or By Rouster forGood Reason.** In the event MTLM terminates Rouster’s employment with the Subsidiaries withoutCause as defined in Section 7(b) of this Agreement, including as a result of a Change of Control asdefined in Section 10(a), or if Rouster terminates his employment with the Subsidiaries for GoodReason as defined in Section 8(a)(ii), all of Rouster’s benefits under this Agreement shall ceaseimmediately to the extent allowed by applicable federal and state law upon the date of suchtermination, provided that Rouster shall receive the Severance Benefits set forth in Section 8(b)of this Agreement.     7. **No Severance Benefits in the Case of Termination By MTLM for Cause, By Rouster WithoutGood Reason, or By Employee Due to Change in Control and in Accordance with****Section 9(b)****of thisAgreement.**     (a) *No Severance Benefits*. In the event: (i) MTLM terminates Rouster’semployment with the Subsidiaries for Cause as defined in Section 7(b) below; (ii) Roustervoluntarily terminates his employment with the Subsidiaries without Good Reason as definedin Section 8(a)(ii); or (iii) Rouster terminates his employment with the Subsidiaries due toa Change in Control in accordance with Section 9(b) of this
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Agreement; unless otherwise provided herein, all Rouster’s compensation and benefitsunder this Agreement shall cease immediately to the extent allowed by applicable federal andstate law upon the date of such termination, provided that Rouster shall receive the BaseCompensation he was then receiving as provided in Section 3 of this Agreement paid on a prorata basis to the date of such termination except that in the case of a termination asdescribed above in Section 7(a)(iii) such compensation pursuant to Section 3 of thisAgreement shall be paid for the period of time so provided in Section 10(b) of thisAgreement.     (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) final and non-appealable conviction of Rouster for a felony or a *nolocontendere*plea with respect to a felony; or     (ii) final and non-appealable conviction of Rouster for (a) misappropriation byRouster of funds or property of MTLM or any Affiliated Entity as defined below or(b) the commission of other acts of dishonesty relating to his employment; or     (iii) (a) willful breach of this Agreement which is not cured by Rouster withinthree days following receipt by Rouster of written notice of such breach from MTLMor (b) material neglect by Rouster of any of his material duties or responsibilitieshereunder which is not cured by Rouster within 10 days following receipt by Rousterof written notice of the acts that MTLM assert constitute such neglect by Rouster,provided, however, that any such willful breach which is not curable shall beconsidered Cause for the immediate termination of the Employment Period by MTLM; or     (iv) conduct on the part of Rouster that is materially adverse to any knowninterest of MTLM or any Affiliated Entity as defined below that continues unabated,or uncured to the reasonable satisfaction of MTLM, after the expiration of 10 daysfollowing receipt of written notice by Rouster from MTLM.Notwithstanding the foregoing, Rouster shall not be deemed to have been terminated for Causeunless and until there shall have been delivered to him a written termination notice signedby the Chief Executive Officer of MTLM, Chairman of the Board, or another member of theBoard duly authorized to deliver such notice.     8. **Acceleration of Payments.**     (a) For this Agreement, the following terms shall have the following meanings:     (i) “**Affiliated Entity**” means, with respect to MTLM, any other entity orentities, including but not limited to the Subsidiaries, directly or indirectlycontrolling, controlled by, or under common control with MTLM, as well as any jointventure involving MTLM and, for purposes of this definition,
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“**control**” means the power to direct or cause the direction of the management orpolicies of the controlled entity.     (ii) “**Good Reason**” shall mean the occurrence of any of the following eventswithout Rouster’s express written consent: (a) a reduction by MTLM of Rouster’scompensation from any level provided for and attained pursuant to the terms ofSection 3 of this Agreement; (b) any material breach by MTLM of any provisions ofthis Agreement that is not cured by MTLM within 10 days following receipt by MTLM ofwritten notice of such breach from Rouster; (c) an assignment without Rouster’sconsent by MTLM that Rouster perform his duties more than 100 miles outside of theChicago city limits, other than periodic trips to MTLM’s operations and customersand corporate meetings outside of the Chicago area; (d) MTLM’s assignment of Rousterto a position or MTLM’s assignment of responsibilities or duties to Rouster of amaterially lesser degree of status, duties and responsibility than the status,duties and responsibilities as of the Commencement Date; (e) an action by thecommittee appointed by the MTLM Board to administer the Plan that materially reducesthe value of the Options awarded in connection with Section 3(c) of this Agreementand has the result of treating Rouster materially differently than other employeesand directors who received options, stock appreciation rights or stock grants underthe Plan.     (iii) “**Trigger Date**” means the date on which a Triggering Event occurs.     (iv) “**Triggering Event**” means: (a) a termination of Rouster’s employment withthe Subsidiaries under Section 5 of this Agreement; (b) a termination of Rouster’semployment with the Subsidiaries by MTLM without Cause; or (c) a termination ofRouster’s employment with the Subsidiaries by Rouster for Good Reason whether withinor without 120 days of a Change of Control.     (b) **Occurrence of Triggering Event.** Upon the occurrence of a Triggering Event,Rouster or his estate shall receive from MTLM a lump sum payment equal to the BaseCompensation Rouster was then receiving at the time of the Triggering Event as providedunder Section 3(a) of this Agreement that otherwise would have been payable to Rousterthrough March 31, 2008, but for the occurrence of a Triggering Event. Furthermore, anyunvested stock options or stock grants or any unvested long term incentive plancompensation, including, but not limited to the Options and the MTLM Restricted Stock shallimmediately become vested. Additionally, unless (i) MTLM terminates Rouster’s employmentwith the Subsidiaries for Cause, (ii) Rouster terminates his employment with theSubsidiaries without Good Reason, or (iii) Rouster’s employment is terminated as a result ofRouster’s death, Rouster shall, at no cost to Rouster, be entitled to continue toparticipate in the MTLM-provided health and medical insurance programs until March 31, 2008,irrespective of any then pre-existing health conditions of Rouster or his spouse provided,however, that, if this Agreement is terminated as a result of Rouster’s death, Rouster’sthen current spouse shall be entitled to continue to participate in the MTLM-provided healthand medical insurance programs
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for one year after Rouster’s death irrespective of any then pre-existing healthconditions, unless, in each case, such continued participation is prohibited by anyapplicable 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 qualifiedstatus of any health or medical insurance plan and as a result MTLM terminates coverage, itshall promptly reimburse Rouster (or Rouster’s spouse as the case may be) for the cost ofobtaining comparable third party coverage irrespective of any then preexisting healthconditions of Rouster and/or his spouse.     (c) **Time of Payment Following Triggering Event.** All accelerated payments ofBase Compensation, bonuses, and long term incentive plan compensation due to Rousterpursuant to this Section shall be paid promptly but in any event within 30 days after theTrigger Date.     (d) **No Mitigation Obligation****.**Rouster shall not be required to mitigatedamages or the amount of any Severance Benefits provided to him pursuant to Section 8(b) ofthis Agreement, or benefits provided to him pursuant to Section 10(b) of this Agreement, byseeking other employment or otherwise, nor shall the amount of any Severance Benefitsprovided to Rouster under Section 8(b) of this Agreement, or benefits provided to himpursuant to Section 10(b) of this Agreement, be reduced by any compensation earned byRouster as the result of employment by another employer after the termination of Rouster’semployment or otherwise.     9. **Non-Competition.**     (a) **General.** Subject to the provisions of Section 9(b) below, in addition toany other obligations of Rouster under any other agreement with MTLM, in order to assurethat MTLM shall realize the benefits of this Agreement and in consideration of theemployment set forth in this Agreement, Rouster shall not:     (i) during the period beginning on the date of this Agreement and endingeighteen months after the Termination Date (the “**Non-Competition Period**”), directlyor indirectly, whether through an affiliate or otherwise, alone or as a partner,joint venturer, member, officer, director, employee, consultant, agent, independentcontractor, stockholder, or in any other capacity of any company or business, engagein any business activity in competition with MTLM or any subsidiary or affiliate ofMTLM (A) prior to the Termination Date, in any activity that is conducted by oractively planned by MTLM management to be conducted by MTLM or any subsidiary oraffiliate of MTLM in any state in the United States in which MTLM or any subsidiaryor affiliate of MTLM conducts business or is actively planned by MTLM management toconduct business and (B) on and after the Termination Date, in any activity that is,on the Termination Date, conducted by or actively planned by MTLM management to beconducted by MTLM or any subsidiary or affiliate of MTLM in any state of the UnitedStates in which, on the Termination Date, MTLM or any subsidiary or affiliate ofMTLM conducts business or is actively planned by MTLM management to conductbusiness; provided, however; that Rouster’s beneficial ownership of less than 5%
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of the shares of stock of any corporation having a class of equity securitiesactively traded on a national securities exchange or over-the-counter market shallnot be deemed, in and of itself, to violate the prohibitions of this Section;provided, however, that Rouster shall not be bound by the restrictions set forth inthis Section 9(a)(i) if MTLM shall not have cured the failure to make any materialpayment to Rouster under this Agreement within 30 days following receipt by MTLM ofwritten notice from Rouster of such failure unless such failure to make such paymentis 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 anyperson which is a customer of MTLM or any subsidiary or affiliate of MTLM on theTermination Date to patronize any business directly or indirectly in competitionwith the business conducted by MTLM or any subsidiary or affiliate of MTLM on theTermination Date; (B) canvass, solicit or accept from any person which is a customerof MTLM or any subsidiary or affiliate of MTLM on the Termination Date, any suchcompetitive business, or (C) request or advise any person that is a customer of MTLMor any subsidiary or affiliate of MTLM on the Termination Date to withdraw, curtailor cancel any such customer’s business with MTLM or any subsidiary or affiliate ofMTLM;     (iii) during the Non-Competition Period, directly or indirectly employ, orknowingly permit any company or business directly or indirectly controlled byRouster, to employ, any person who was employed by MTLM or any then subsidiary oraffiliate of MTLM at or within six months prior to the Termination Date, or in anymanner 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 anyway utilize, disclose, copy, reproduce or retain in his possession any of MTLM’s orany subsidiary’s or affiliate’s proprietary rights or records, including, but notlimited to, any of their customer or price lists.     (b) **Rouster’s Right To Elect to End Non-Competition Period.** In the event thata Change in Control occurs, Rouster shall have the right to elect, within 120 days of suchChange of Control, to terminate his employment with the Subsidiaries, effective as of 90days after such election. The Non-Competition Period shall terminate effective as of thedate of such termination. In the event of a termination under this clause (b), Roustershall not be entitled to Severance Benefits except for the benefits set forth in Section10(b) of this Agreement.     (c) **Scope of Restriction.** Rouster agrees and acknowledges that therestrictions contained in this Section 9 are reasonable in scope and duration and arenecessary to protect MTLM after the Commencement Date. If any provision of this Section 9as applied to any party or to any circumstance is adjudged by a court to be invalid orunenforceable, the same shall in no way affect any other circumstance or the validity orenforceability of this Agreement. If any such provision, or any part thereof, is
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held to be unenforceable because of the duration of such provision or the area coveredthereby, the parties agree that the court making such determination shall have the power toreduce the duration and/or area of such provision, and/or to delete specific words orphrases, and in its reduced form, such provision shall then be enforceable and shall beenforced. The parties agree and acknowledge that the breach of this Section 9 shall causeirreparable damage to MTLM and upon breach of any provision of this Section 9, MTLM shall beentitled 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).     10. **Change of Control.**     (a) **General.** For purposes of this Agreement and with respect to any options,stock grants and stock appreciation rights issued under the Plan to Executive, “**Change ofControl**” shall be deemed to mean a “change in control” of the Company of a nature that wouldbe required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14Apromulgated under the Securities Exchange Act of 1934, as amended (the “**1934 Act**”), as ineffect at the time of such “change in control,” provided that such a change in control shallbe deemed to have occurred at such time as (1) any “person” (as that term is used inSections 13(d) and 14(d)(2) of the 1934 Act) becomes after the effective date of thisAgreement the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly orindirectly of securities representing 45% or more of the combined voting power of the thenoutstanding securities for election of directors of the Company or any successor to theCompany, (2) during any period of two consecutive years or less, individuals who at thebeginning of such period constitute the MTLM Board cease, for any reason, to constitute atleast a majority of the MTLM Board, unless the election or nomination for election of eachperson who was not a director at the beginning of such period was approved by vote of atleast two-thirds of the directors then in office who were directors at the beginning of suchperiod or who were directors previously so approved, (3) there is a dissolution orliquidation of the Company or any sale or disposition of 50% or more of the assets orbusiness of the Company, or (4) there is a reorganization, merger, consolidation or shareexchange (other than a reorganization, merger, consolidation, or share exchange with awholly-owned subsidiary of the Company) of the Company unless (A) the persons who were thebeneficial owners of the outstanding shares of the common stock of the Company immediatelybefore the consummation of such transaction beneficially own more than 50% of theoutstanding shares of the common stock of the successor or survivor corporation in suchtransaction immediately following the consummation of such transaction and (B) the shares ofthe common stock of such successor or survivor corporation beneficially owned by the personsdescribed in clause (A) immediately following the consummation of such transaction arebeneficially owned by each such person in substantially the same proportion that each suchperson had beneficially owned shares of Company common stock immediately before theconsummation of such transaction.     (b) **Occurrence of a Change of Control Termination Election.** Upon theoccurrence of (i) a Change of Control and (ii) Rouster’s election to terminate thisemployment with the Subsidiaries, as set forth in Section 9(b) of this Agreement, Rouster
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shall be entitled to receive an amount equal to one year of Base Compensation Rousterwas then receiving at the time of such termination and any unvested stock options or stockgrants or any unvested long term incentive plan compensation, including, but not limited tothe Options and the MTLM Restricted Stock, shall immediately become vested.     11. **Confidentiality of Information; Duty of Non-Disclosure.** Rouster acknowledges andagrees that his employment with the Subsidiaries under this Agreement necessarily involves hisunderstanding of and access to certain trade secrets and confidential information pertaining to thebusiness of MTLM or any subsidiary or affiliate of MTLM. Accordingly, during the EmploymentPeriod, and until the expiration of the Non-Competition Period, Rouster shall not, directly orindirectly, without the prior written consent of MTLM, disclose to or use for the benefit of anyperson, corporation or other entity, or for himself any and all files, trade secrets or otherconfidential information concerning the internal affairs of MTLM or any subsidiary or affiliate ofMTLM, including, but not limited to, confidential information pertaining to clients, services,products, earnings, finances, operations, methods or other activities; provided, however, that theforegoing shall not apply to information which is of public record or is generally known, disclosedor available to the general public or the industry generally. Further, Rouster shall not, directlyor indirectly, remove or retain, without the express prior written consent of MTLM, and upontermination 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, orany information or instruments derived there from, or any other similar information of any type ordescription, however such information might be obtained or recorded, arising out of or in any wayrelating to the business of MTLM or any subsidiary or affiliate of MTLM or obtained as a result ofhis employment with the Subsidiaries. Rouster acknowledges that all of the foregoing areproprietary information, and are the exclusive property of MTLM. The covenants contained in thisSection 11 shall survive the termination of this Agreement.     12. **Authority; Enforceability**. MTLM has full corporate power and authority to executeand deliver this Agreement and to perform its obligations hereunder. The execution and delivery ofthis Agreement, the performance by MTLM of its obligations hereunder have been duly and validlyauthorized by all necessary corporate action on the part of MTLM. This Agreement has been dulyexecuted and delivered by MTLM and constitutes a valid and binding agreement of MTLM, enforceableagainst MTLM in accordance with its terms, subject to applicable bankruptcy, insolvency and othersimilar laws affecting the enforceability of creditors’ rights generally, general equitableprinciples and the discretion of courts in granting equitable remedies.     13. **Goodwill**. MTLM has invested substantial time and money in the development of itsproducts, services, territories, advertising and marketing thereof, soliciting clients and creatinggoodwill. By accepting employment with MTLM, Rouster acknowledges that the customers are thecustomers of MTLM and its subsidiaries and affiliates and that any goodwill created by Rousterbelongs to and shall insure to the benefit of MTLM.
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     14. **Notices.** Any notice or request to be given hereunder to either party hereto shallbe deemed effective only if in writing and either (a) delivered personally or (b) sent by certifiedor registered mail, postage prepaid, to the following addresses or to such other address as eitherparty may hereafter specify to the other by notice similarly served:If to Rouster:Harold J. Rouster5184 Creek Stone CourtMason, Ohio 45040with a copy to:Dorsey & Whitney LLPClifford S. Anderson, Esq.50 South Sixth Street, Suite 1500