exv10w13



 





Exhibit 10.13









	 	 	 
	24 September, 2007
	 	 
	 

	 	
	Daniel W. Dienst

C/- Metal Management Inc.

	 	Level 6 Sims Group House

41 McLaren Street North Sydney NSW 2060 Australia

GPO Box 4155 Sydney NSW 2001

Phone 612 9956 9100  Facsimile 612 9954 9680

www.sims-group.com
	Dear Dan
	 	 
	 

	 	Sims
Group Limited ABN 69 114 838 630






Employment Agreement dated 26 July 2007




We refer to your employment agreement with Metal Management, Inc (MMI) dated 26 July 2007
(Employment Agreement).



As you know, on the date of this letter, Sims Group Limited (Sims) intends to enter into an
Agreement and Plan of Merger among Sims, MMI Acquisition Corporation and MMI (Merger Agreement).
Under the terms of the Merger agreement, if Closing occurs (as defined in that agreement):




	•	 	MMI will merge with MMI Acquisition Corporation;
	 
	•	 	all common stock in MMI (other than that held by Sims) will convert into a right to receive
American Depository Shares each representing a Sims Ordinary Share at the agreed exchange ratio
set out in the Merger Agreement; and
	 
	•	 	MMI will become a wholly owned subsidiary of Sims.





The purpose of this letter is to set out the changes to your Employment Agreement that we
propose would become effective should Closing occur under the Merger Agreement. If these changes
are acceptable to you and to MMI, please arrange to sign the attached copy of this letter and
arrange to have it signed by MMI.



We confirm that the terms of this letter will not have any force or effect unless and until
Closing occurs as defined in the Merger Agreement.



	 
	The amendments to the Employment Agreement are as follows:







*     *     *     *     *




1. Employment




Position: Group Chief Executive Officer of Sims, Chairman of North American Metal Recycling
Operations



Reporting to: The Board of Directors of Sims




Board positions: Member of the Board of Sims and relevant Sims subsidiaries




Board Committees: FIC, SHEC, Nomination (all as a Committee Member), Disclosure (Chair), RAC
& Compensation (in attendance).



Initial Key Reports: Group CFO, Presidents of North America, President of Global Trade,
Michael Lion / Lion Consulting Inc (CME)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	METAL  RECYCLING

	 	|
	 	MANUFACTURING
	 	|
	 	ALUMINIUM
	 	|
	 	ENERGY
	 	|
	 	INTERNATIONAL
	 	|
	 	STEEL
	 	|
	 	PLASTICS
	 	|
	 	INDUSTRIAL
	 	|
	 	RECYCLING  SOLUTIONS






 









 





Principal Responsibilities:




(i) In accordance with the general guidelines of the Board, management of the day to
day operations and strategic direction of the North American metal recycling operations of the
Sims Group with particular emphasis on:







	 	(a)	 	successful operational integration of the former Sims and former MMI business;

	 

	 	(b)	 	implementing plans to deliver projected synergies in a timely manner;
	 
	 	(c)	 	ensuring the former Sims and MMI corporate and ‘people’ cultures are successfully
merged;
	 
	 	(d)	 	developing a common North American compensation strategy (base, STI & LTI) consistent
with Sims Group strategy, ensuring the retention of key personnel and succession
planning;
	 
	 	(e)	 	overseeing the transfer of corporate finance and administrative functions, under the
day to day direction of the Group CFO, from Sydney to Chicago / New York including SOX
compliance;
	 
	 	(f)	 	developing a medium and long term strategy including metals recycling organic and
acquisitive growth and technological advancement.





(ii) Develop a global Investor Relations Strategy (in conjunction with Jeremy
Sutcliffe — Executive Director) and, as Group CEO manage the presentation of the Company to global
institutional and private investors



(iii) As (i) (a)-(e) are progressively implemented, increasingly become involved in the
areas of responsibility of Jeremy Sutcliffe — Executive Director, i.e. Europe, Australasia and
Sims Recycling Solutions and assume direct responsibility no later than 1 November 2009.



(iv) Responsibility for Global Trade namely the export of North American metals recycling
material (ferrous and non ferrous) and the third country and North American brokerage business
including the risk management thereof. Ensure a proper co-ordination of the marketing activities
of MMI international non ferrous material with Sims Group marketing via the CME.



2. Term




The term of employment will continue through to close of business on 30 June 2012 and
shall thereafter be extended in accordance with the terms of the Employment Agreement.



3. Compensation




(a) Base compensation: This will remain as set out in the Employment
Agreement until 30 June 2008. Base salary will be reviewed for an increase once global CEO
responsibilities are assumed in full and will be based on benchmarking of relevant data obtained
by the Sims Remuneration Committee at that time.



(b) Annual bonus: At or before the Closing, you will be paid an amount equal to 200% of your base salary as the annual bonus for the period ending March 31, 2008 plus an additional three months of annualized bonus compensation at the same percentage.



From 1 July 2008, you will receive the benefit of a revised Short Term Incentive (STI) plan as
determined by the Remuneration Committee consistent with the combined base salary and cash bonus
earnings potential under the Employment Agreement. It is understood that a discussion regarding
an adjustment of the combination of Base and STI effective 1 July 2008 for FY09 onwards may be
appropriate to align the STI hurdles with the senior executive team without impairment to the
targeted levels of earnings opportunity.



(c) Annual Restricted Stock Grant: All Annual Restricted Stock Grants made to
you will vest at Closing in accordance with the terms of your Employment Agreement (including any
grants made by MMI in respect of the period ending 31 March 2008 at or before Closing). You will
have no additional right to an Annual Restricted Stock Grant from the merged companies in respect
of the period to 31 March 2008 but rather will become entitled to participate in the Sims LTI for
200% of Base Remuneration, effective from 1 July 2008 but subject to approval of shareholders at
the 2008 Annual General Meeting of Sims and thereafter to annual grants under the Sims
LTI.



 









 




It is understood that there may be a need to address the peer group for TSR hurdle purposes
to better align it with a predominately US based business. This will be discussed at the time and
you will be satisfied with whatever peer group the Remuneration Committee decides is appropriate.



(d) Special restricted Stock Grant:




Subject to Section 5 below, Section 3(d) of your Employment Agreement shall apply as follows:



(i) the MTLM Shares referenced in Section 3(d) of your Employment Agreement shall be converted
shares of SGL at the agreed exchange ratio as set out in the Merger Agreement;



(ii) in accordance with the terms of the Merger Agreement, it is understood the MTLM Shares
referenced in Section 3(d) of your Employment Agreement will fully vest at Closing;



(iii) if you resign or terminate your employment other than for Good Reason, the
following amounts will be paid by you to Sims:




	 	(1)	 	$US 3 million if the resignation or termination occurs before
1 July 2010;
	 
	 	(2)	 	$US 2 million if the resignation or termination occurs
before 1 July 2011;
	 
	 	(3)	 	$US 1 million if the resignation or termination
occurs before 1 July 2012; and





(iv) you will forfeit all future grants of unvested shares if you resign other than for Good
Reason.



(e) Integration Bonus




You will be entitled to receive a cash bonus payable on 1 August 2009 of up to $US 1 million,
payable in whole or in part as determined by the Remuneration Committee based upon performance
against specified targets set by the Sims Integration Committee.



4. Other terms




All other terms of your Employment Agreement remain unamended. You will be reimbursed
for the reasonable and necessary attorneys’ fees and associated expenses incurred by you in
connection with the negotiation and documentation of this letter,



5. Confirmation as to effect of this letter




You hereby agree and confirm that none of the employment changes or terms contained
in this letter create a Triggering Event (as that term is defined in Section 8(a) (iii) of your
Employment Agreement), or Good Reason (as that term is defined in Section 8(a) (i) of your
Employment Agreement), or otherwise constitutes constructive discharge,



If you agree with the terms of this letter, please sign the attached copy of this letter,
arrange for it to be signed by MMI and then returned on or before the time of execution of the
Merger Agreement.



Yours sincerely,









PAUL MAZOUDIER

Chairman




	 	 	 	 	 	 	 	 	 	 	 
	Signed:

	 	
	 	 
	 	 	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	DAN DIENST
	 	 	 	 	 	 	 	 
	Dated:

	 	9/24/07