exv10w12



 





Exhibit 10.12









	 	 	 
	24 September, 2007

	 	
	Robert C. Larry






	 	Level 5 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



Sims Group Limited ABN 69 114 838 630






Dear Rob,




Employment Agreement dated 1 July 2001 (amended 10 August 2005)



We refer
to your employment agreement with Metal Management, Inc (MMI) dated 1 July 2001, and
amended 10 August 2005 (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 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 Financial Officer of Sims
	 
	 	 
	Reporting to:

	 	Group Chief Executive Officer of Sims







	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.



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




 









 






	3.	 	Compensation





(a) Base
compensation: This will remain be adjusted to $US600,000 with
effect from Closing
and would then be subject to further amendment in accordance with the terms of the Employment
Agreement.



(b) Annual bonus: The annual bonus arrangements shall continue to apply on the same basis
as the existing arrangements but will be reset to apply for the
period to 30 June 2008. Any
entitlement will be paid in full at or before Closing.



From
1 July 2008, you will eligible to receive the an annual bonus of up to 100% of
your Base Remuneration under the Sims 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.



(c) Annual
Restricted Stock Grant: All prior Annual Restricted Stock Grants made to you will vest
in accordance with the terms of your Employment Agreement and the 2002 Stock Plan (including any
grants made by MMI in respect of the period ending 30 June 2008
at or before Closing). You will
become entitled to participate in the Sims LTI for an amount equal to
100% of your Base Compensation
effective from 1 July 2008 and thereafter to annual grants under the Sims LTI.




	4.	 	Other terms





Life
insurance and auto allowance consistent with past practice. Vacation
will be 5 weeks per fiscal year of Sims and any unutilised
vacation will be forfeited. All other
terms of your Employment Agreement remain unamended.




	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 shall trigger an entitlement by you (other than vesting of all stock grants) to the
payments and benefits described in Section 4(c) of your original
employment agreement dated
1 July 2001, or those described in Sections 2 and/or 3 of your amended employment
agreement dated 10 August 2005, 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




/s/  Paul Mazoudier




PAUL MAZOUDIER

Chairman




	 	 	 	 	 	 	 
	Signed:
	 	/s/  Robert Larry	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	ROBERT LARRY	 	 	 	 
	Dated:

	 	10/10/07