Ex-10.1



 





Exhibit 10.1









March 1, 2007




Mr. Garry K. Johnson

9767 Poplar Point Road

Athens, Alabama 35611




Re: Incentive Agreement



Dear Garry:



This letter agreement (“this Letter Agreement”) shall serve as a formal and binding commitment by
Wolverine Tube, Inc. (“Company”) to offer you certain incentives as outlined herein (“Incentives”),
over and above your annual salary and any bonus, in exchange for your commitment to remain employed
with the Company in your current capacity as Senior Vice President, Sales. The Incentives the
Company hereby extends to you are:



1. Change-in-Control Payment. The Company will pay you a lump sum payment of One Hundred
Twenty-five Thousand and no/100 Dollars ($125,000.00) less applicable taxes and withholdings (“the
Change-in-Control Payment”), payable upon your execution of this Agreement, in exchange for your
agreement to delay any right to receive the benefits described in Section 1(b)(i) (“the
Change-in-Control Benefits”) of the 2002 Change in Control, Severance and Non-Competition Agreement
you entered into with the Company on July 12, 2002 (“the Change-in-Control Agreement”) until such
right expires, as it relates to the change in control of the Company that occurred on February 16,
2007. If you terminate your employment at any time between the date of this Letter Agreement and
the date your right to exercise the Change in Control Benefits expires and you seek the
Change-in-Control Benefits; and/or otherwise exercise your rights under the Change-In-Control
Agreement, including but not limited to resignation with Good Reason as defined in Section
1(a)(iii) therein, you will be obligated to immediately return the Change-in-Control Payment to the
Company, together with six percent (6%) interest per annum.



2. Stay-on-Bonus. The Company will pay you a lump sum payment of Fifty Thousand and no/100
Dollars ($50,000.00) less applicable taxes and withholdings (“the Stay-on-Bonus”), payable upon
your execution of this Agreement, in exchange for your agreement to remain as an employee with the
Company for one year from the date of this Letter Agreement. If you terminate your employment with
the Company within one year from the date of this Letter Agreement, you will be obligated to
immediately return the Stay-on-Bonus to the Company.



3. Equity Incentive Grant. The Company will grant you Two Hundred and Twenty-five Thousand
(225,000) Wolverine Tube, Inc. Stock Options (“the Equity Incentive Grant”), to be granted to you
in accordance with a Non-Qualified Equity Incentive Plan to be approved by the Company’s Board of
Directors and granted to you no later than April 30, 2007. The Equity Incentive Grant will vest
ratably over a five-year period from the grant date.




 









 












We believe the aforementioned Incentives provide mutually beneficial assurances that you will
continue to provide valuable services to the Company. Please sign where indicated below to
acknowledge your agreement to the terms and conditions of this Letter Agreement.



We look forward to your continued employment and service as a key member of management.




	 	 	 	 	 
	 	 	 
		/s/ Garry K. Johnson	 	 
	 	Garry K. Johnson 	 	 
	 	 	 	 
	 



Wolverine Tube, Inc.




	 	 	 	 	 
	 	 	 
	By:  	/s/ Harold M. Karp 	 	 
	 	Harold M. Karp 	 	 
	 	 	 	 
	 


Its: President and Chief Operating Officer