EX-10.22



 




Exhibit 10.22



Horsehead Holding Corp.

300 Frankfort Road

Monaca, Pennsylvania 15601




October 31, 2006




James M. Hensler III

1035 South Lake Drive

Gibsonia, Pennsylvania 15044




     Re:          SEC Filing Bonus Arrangement



Dear Mr. Hensler,




     You are hereby confidentially informed that Horsehead Holding Corp. (the “Company”) is
prepared to offer a bonus to you on the terms and conditions set forth in this letter (the
“Filing Bonus Arrangement”). This Filing Bonus Arrangement is being offered to you in
return for your continued employment by the Company and your contribution towards its planned
registration (the “Registration”) of its common stock, par value $0.01 per share, under the
Securities Act of 1933, as amended, as required by Section 2(a) of that certain Registration Rights
Agreement, to be executed after the date hereof by and between the Company and Friedman, Billings,
Ramsey & Co., Inc. (the “Registration Rights Agreement”) and the other consideration set
forth herein. This Filing Bonus Arrangement is in addition to the current compensation and
benefits you receive.



     1. Filing Bonus Amount. In consideration of your continued employment and
contributions toward the Registration, the Company will pay to you, subject to the other provisions
specified in this letter, a filing bonus of $250,000 (the “Bonus”) on the date on which
Company makes its initial filing of the Shelf Registration Statement (as defined in the
Registration Rights Agreement) pursuant to Section 2(a) of the Registration Rights Agreement (the
“Bonus Payment Date”). Notwithstanding the foregoing, if the Bonus Payment Date does not
occur prior to April 15, 2007, the “Bonus” payable pursuant hereto shall be reduced by an amount
equal to the product of (i) $2,500 and (ii) the number of business days between April 15, 2007 and
the Bonus Payment Date (excluding any business days (x) on which the U.S. Securities and Exchange
Commission is unable to accept filings and (y) on which the Company was not able to make the filing
of the Shelf Registration Statement if the Company has endeavored in good faith (determined as set
forth in the Registration Rights Agreement) to make the filing by April 15, 2007 but has not been
able to as a result of circumstances outside of its reasonable control).



     Notwithstanding anything contained herein to the contrary, if your employment with the Company
is terminated by the Company without Cause prior to the Bonus Payment Date, you shall be entitled
to receive, on the Bonus Payment Date, subject to your execution and delivery to the Company of a
customary release in form and substance acceptable to the Company, the Bonus contemplated to be
paid to you hereunder.



 









 





Page 2 of 3

James M. Hensler III

October 31, 2006




     2. Performance. All payments to you and other rights provided to you hereunder are
conditioned upon your:




(i) Not disclosing to any person the existence or the terms of this Filing Bonus
Arrangement, including but not limited to the Bonus amount, without the prior written
consent of the Company;




(ii) Employment with the Company not being previously terminated by you for any
reason or by the Company for Cause (which term shall have the meaning set forth in the
Employment Agreement, to be executed following the date hereof by and between you and
the Company). If your employment is terminated by you for any reason or by the Company
for Cause prior to the Bonus Payment Date, you will not be eligible for the Bonus. You
acknowledge that this Filing Bonus Arrangement is not a contract of employment with the
Company nor does it restrict the right of the Company to discharge you; and




(iii) Personally providing to the Company, or its representatives, until the Bonus
Payment Date, reasonable assistance and cooperation relating to any public offering of
securities of the Company, including without limitation, the Registration.



     3. Miscellaneous. Any payments under this Filing Bonus Arrangement will be subject
to all applicable withholding and other employment taxes as determined by the Company in its sole
discretion, and will not meet the definition of eligible earnings for benefit purposes under the
Company benefit plans (including, without limitation, and 401(k) matching, life insurance and
disability arrangements). The terms of this Filing Bonus Arrangement (a) may be amended or
canceled only by mutual agreement of the Company and you, in writing and (b) shall be construed in
accordance with the law of the State of Delaware. This letter may be executed in separate
counterparts (including by means of telecopied signature pages), each of which shall be an original
and all of which taken together shall constitute one and the same agreement.



     4. Entire Agreement. Except as specifically provided herein, this letter agreement
constitutes the entire agreement with respect to the subject matter hereof, and supersedes all
previous agreements and understandings relating to the subject matter hereof, whether written or
oral, between the Company and you.



     5. WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES TO THIS LETTER AGREEMENT IRREVOCABLY
AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF, CONNECTED WITH OR RELATING TO THIS LETTER AGREEMENT, THE MATTERS CONTEMPLATED HEREBY, OR
THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS
LETTER AGREEMENT.



 









 





Page 3 of 3

James M. Hensler III

October 31, 2006




     Please indicate your acceptance by signing, dating and returning the enclosed duplicate
original of this letter no later than October ___, 2006.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	HORSEHEAD HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ali Alavi
 

Ali Alavi
	 	 
	 

	 	Title:
	 	Secretary	 	 





I acknowledge, accept and agree to the terms and conditions contained herein.




	 	 	 
	/s/ James M. Hensler III

	 	October 28, 2006
	 

	 	 
	James M. Hensler III

	 	Date