EX-10.12



 






EXHIBIT 10.12




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is made and entered into effective as of
August 8, 2006, by and between OLYMPIC STEEL, INC., an Ohio corporation (the “Company”), and
MICHAEL D. SIEGAL (“Executive”).



     WHEREAS, the Company desires to continue to employ Executive in the position of Chairman and
Chief Executive Officer of the Company, and Executive desires to accept such employment, on the
terms and subject to the conditions hereinafter set forth; and



     WHEREAS, Executive has valuable knowledge and experience relating to the Company’s businesses
and the industries in which it operates, and the parties desire to provide for his services to the
Company on the terms set forth herein.



     NOW, THEREFORE, in consideration of the respective covenants and agreements of the parties
herein contained, the Company and Executive agree as follows:



     1. Term of Employment. The Company hereby agrees to continue to employ Executive, and
Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth
herein for the period commencing as of the date hereof and expiring on January 1, 2010 (the
“Employment Period”). The Employment Period shall automatically be renewed on January 1, 2010 for a
period of an additional three years from such date unless, not later than July 1, 2009, the Company
or Executive has given notice to the other party that it or he, as the case may be, does not wish
to have the Employment Period extended. Such extension shall be included in the defined term
Employment Period. In any case, the Employment Period may be terminated earlier under the terms
and conditions set forth herein.



     2. Position and Duties. Executive is the Chief Executive Officer of the Company and
reports to the Board of Directors of the Company, and is presently the Chairman of the Board of
Directors. In this position, Executive has the responsibility for the general management and
operation of the Company and the performance of such other executive services and duties as shall
be reasonably assigned to and requested of him by the Board of Directors. Executive shall serve in
any position and office with the Company as the Board of Directors of the Company may determine
from time to time. However, Executive shall always remain as Chief Executive Officer and at the
level of a senior executive officer of the Company. During the Employment Period, Executive shall
devote substantially all his working time and efforts to the business and affairs of the Company
and serve the Company in its business and perform his duties to the best of his ability.



     3. Compensation.



     (a) Salary. For the period commencing on the effective date of this agreement through
December 31, 2006, Executive shall receive a base salary at the rate of Five Hundred Seventy Five
Thousand Dollars ($575,000) per year, in an amount prorated by multiplying said



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amount by a fraction where the numerator equals the number of complete months in such partial
year and the denominator equals twelve. For the period commencing on January 1, 2007 through the
remainder of the Employment Period, Executive shall receive a base salary at the rate of Six
Hundred Five Thousand Dollars ($605,000.00) per year (the “Base Salary”). Executive’s salary shall
be reviewed annually, although any salary adjustments shall be at the sole discretion of the Board
of Directors of the Company or any duly authorized Committee thereof, including but not limited to
the Compensation Committee. Notwithstanding the foregoing, in no event shall Executive’s salary be
adjusted below the Base Salary Amount. Such salary shall be payable in accordance with the normal
policies of the Company for payment of its senior executives.




     (b) Benefits Generally. During the Employment Period, Executive shall be eligible to
participate in all welfare and benefit plans which are currently maintained or established, or
which may be established and maintained in the future, by the Company for its senior executives
generally (subject, however, to all of the terms and conditions thereof, including any eligibility
requirements therefor), including but not limited to: (i) group life insurance coverage; (ii)
hospitalization or disability insurance coverage, (iii) retirement plans, including but not limited
to any supplemental executive retirement plan, (iv) long term incentive and equity-based plans; and
(v) the reimbursement plan for financial services and tax planning. For purposes of this
Agreement, no benefit shall be considered to have accrued as of any date under any welfare or
benefit plan referred to in this Section 3(b) if such benefit remains subject to a discretionary
determination under the terms of such plan as of such date.



     (c) Expenses. The Company shall reimburse Executive for reasonable direct expenses
incurred by him on behalf of the Company in the performance of his duties during the Employment
Period. Executive shall furnish the Company with such documentation as is requested by the Company
in order for it to comply with the Code and regulations thereunder in connection with the proper
deduction of such expenses.



     (d) Bonus Plan. During the Employment Period, Executive shall be eligible for a
performance bonus under the Senior Management Compensation Program Plan of 2006, as such plan may
be amended by the Board from time to time, or such other bonus plan that replaces such plan (the
“Bonus Plan”), in such amount and based on the Company’s performance against specific target levels
as is determined by the Board of Directors of the Company or any duly authorized Committee thereof,
including but not limited to the Compensation Committee of the Board.



     If the Company is required to restate its annual financial statements for any fiscal year and
such restatement would reduce the bonus payment for the period covered by such financial
restatement by more than 5%, Executive shall reimburse the Company for the difference between the
bonus actually paid and the bonus payable under the restated financial statement. Executive shall
make such reimbursement not later than sixty (60) days after the restated financial statements have
been made final and disclosed to the public.



     (e) Long Term Incentive Plan. During the Employment Period, Executive shall be
eligible to participate in any Long Term Incentive plan (“LTI”), as any such plan may be created or
amended by the Board from time to time.



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          4. Termination of Employment.




          (a) Events of Termination. The Employment Period shall terminate immediately upon the
occurrence of any of the following events:




               (i) the death of Executive;



               (ii) upon receipt by Executive of the Company’s written notice of intent to terminate due to
Disability (the “Disability Effective Date”);



               (iii) voluntary termination by Executive of his employment with the Company;



               (iv) upon receipt by the Executive of the Company’s written notice that specifies the reasons
for termination for Good Cause; or



               (v) thirty (30) days after Executive’s receipt of the Company’s written notice terminating
Executive at any time other than for Good Cause, Death or Disability, for any reason or no reason.



     For purposes of Section 4, expiration of the Employment Period upon a notice of the Company
under Section 1 that it does not wish to extend the Employment Period shall be deemed a termination
for Good Cause, pursuant to Section 4(a)(iv) and expiration of the Employment Period upon a notice
of Executive under Section 1 that he does not wish to extend the Employment Period shall be deemed
a resignation of Executive pursuant to Section 4(a)(iii).



     (b) Notice of Termination. Any termination by the Company for Good Cause (except for
the failure by the Company to extend the Employment Period beyond January 1, 2010) shall be
communicated by Notice of Termination to the other party hereto given in accordance with Section 8.
For purposes of this Agreement, a “Notice of Termination” means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated and (iii) specifies the Termination Date
(as defined below). The failure or omission by the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good Cause shall not waive
any right of the Company hereunder or preclude the Company from asserting such fact or circumstance
in enforcing the Company’s rights hereunder.



     (c) Termination Date. “Termination Date” means (i) if Executive’s employment is
terminated by the Company for Good Cause, the date of termination of employment that is set forth
in the Notice of Termination (which shall not be earlier than the date on which such notice is
given), (ii) if Executive’s employment is terminated by the Company other than for Good Cause or
Disability, or Executive resigns, the date on which the Company or Executive notifies Executive or
the Company, respectively, of such termination, or such later date as may be specified by the
terminating party in such notice, and (iii) if Executive’s employment is terminated by reason of
death or Disability, the date of death of Executive or the Disability Effective Date, as the case
may be.



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     5. Obligations of the Company upon Termination.



     (a) Discharge Other than for Good Cause or Disability. Executive shall be entitled to
the severance benefits specified in this Section 5(a) if, during the Employment Period, the Company
terminates Executive’s employment for any reason other than for Good Cause or Disability. In any
such case:



          (i) Accrued Benefits. Executive shall be entitled to any:




               (A) incremental Base Salary at the rate then in effect otherwise payable through the
Termination Date to the extent not previously paid, which shall be paid in a lump sum in cash
within thirty (30) calendar days from the Termination Date;



               (B) Annual Bonus which has been earned and accrued but remains unpaid which shall be paid in
the same form and at the same time as such Annual Bonus, if any, is paid to other senior executive
officers as further provided under Section 5(a)(ii)(B);



               (C) benefits provided for in Section 3(b) which have accrued up to and including the
Termination Date, subject to the terms and conditions of the welfare and benefit plans referenced
in Section 3(b); and



               (D) reimbursement of reasonable expenses incurred up to and including the Termination Date
under the terms of Section 3(c).



          (ii) Continuation of Benefits. Provided Executive has executed and delivered to the
Company a Release and Waiver of Claims and Executive refrains from revoking, rescinding or
otherwise repudiating such Release and Waiver of Claims for all applicable periods during which
Executive may revoke it, during the period ending on the earlier of the Termination Date of this
Agreement, a breach by Executive of any obligation set forth in Section 6, or twenty-four (24)
months following the Company’s termination under Section 5(a), Executive shall be entitled to
continue to receive:




          (A) an amount equal to Executive’s Base Salary then in effect, which shall be paid in equal
monthly or more frequent installments, as determined by the Company commencing thirty (30) days
after the Termination Date;




          (B) an Annual Bonus, if any, determined as follows:





     (i) if the other senior executive officers are not entitled to an Annual Bonus payment
with respect to the fiscal year of the Company, then Executive shall not be paid an Annual
Bonus for such year; or




     (ii) if the other senior executive officers are entitled to an Annual Bonus payment
with respect to the fiscal year of the Company, then, at the discretion of the Compensation
Committee, the Executive may be paid a portion of the Annual Bonus that otherwise would have
been payable to Executive had he remained employed throughout such year, in the same form
and on the same date(s) as payment is made to the other senior executive officers, in an
amount prorated by multiplying said amount by a



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fraction where the numerator equals the number of complete months in such partial year
during which Executive was employed and the denominator equals twelve; and



          (C) any benefits provided for in Section 3(b) under substantially the same terms and
conditions, including the cost, if any, to Executive, subject to generally applicable changes to
the level, and cost, of coverage that may be made with respect to senior executive officers,
provided that such continuation shall not be required hereunder to the extent that Executive is
entitled, absent any individual waivers or other arrangements, to receive during such period the
same type of coverage from another employer or recipient of Executive’s services.




     (b) Death or Disability.



          (i) Accrued Benefits. Executive or his estate or beneficiaries, hereunder, as
appropriate, in the event of the death of the Executive, shall be entitled to the severance
benefits specified in this Section 5(b) if, during the Employment Period, Executive’s employment
with the Company terminates as a result of Executive’s death or Disability under Section 4(a)(i) or
4(a)(ii). In either such case, Executive shall be entitled to any (i) incremental Base Salary,
(ii) Annual Bonus which has been earned and accrued but remains unpaid which shall be paid in the
same form and at the same time as such Annual Bonus, if any, is paid to other senior executive
officers, (iii) benefits provided for in Section 3(b) which have accrued up to and including the
Termination Date, subject to the terms and conditions of the welfare and benefit plans referenced
in Section 3(b), and (iv) reimbursement of reasonable expenses incurred up to and including the
Termination Date under the terms of Section 3(c). After the Termination Date, Executive shall no
longer be eligible to participate in any of the welfare or benefit plans referenced in Section
3(b), except to the extent and on the terms that participation in any such plan by former employees
is expressly provided for by the terms of such plan.




          (ii) Continuation of Benefits. In addition to the Accrued Benefits payable under
Section 5(b)(i), Executive or his estate or beneficiaries, hereunder, as appropriate, in the event
of the death of the Executive, shall be entitled to twelve (12) month’s Base Salary payable in
equal monthly or more frequent installments, as determined by the Company. Further, Executive’s
surviving spouse, if any, and minor children shall be eligible to continue to participate in the
Company’s health insurance programs, at the expense of the Company, for twelve (12) months after
the death or Disability of Executive. After such one year period, Executive’s dependents shall be
entitled to participate in any insurance program of the Company to the extent required by federal
or state law. No provision of this Agreement shall limit any of Executive’s (or his
beneficiaries’) rights under any insurance, pension or other benefit programs of the Company for
which Executive shall be eligible at the time of such death or disability.




     (c) Discharge for Good Cause or Resignation. If Executive’s employment with the
Company is terminated by Executive on a voluntary basis under Section 4(a)(iii) or is terminated by
the Company for Good Cause under Section 4(a)(iv), Executive shall be entitled to (i) payment of
incremental Base Salary only through the Termination Date and thereafter such salary shall end and
cease to be payable, (ii) at the discretion of the Compensation Committee, payment of any Annual
Bonus which has been earned and accrued but remains unpaid which shall be paid in the same form and
at the same time as such Annual Bonus, if any, is paid to other senior executive officers, but in
no event shall any portion of any subsequent Annual Bonus be



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deemed to have been earned and accrued, (iii) receive any benefits provided for in Section 3(b)
which have accrued up to and including the Termination Date, subject to the terms and conditions of
the welfare and benefit plans referenced in Section 3(b), and (iv) reimbursement of reasonable
expenses incurred up to and including the Termination Date under the terms of Section 3(c). After
the Termination Date, Executive shall no longer be eligible to participate in any of the welfare or
benefit plans referenced in Section 3(b), except to the extent and on the terms that participation
in any such plan by former employees is expressly provided for by the terms of such plan.




     (d) No Further Obligations. Except as expressly set forth in this Section 5,
Executive shall not be entitled to any other payments or benefits under this Agreement as a result
of the termination of Executive’s employment.



     6. Restrictive Covenants.



     (a) Non-Competition. While employed by the Company and for a period of twenty-four
(24) months after ceasing to be so employed (the “Restricted Period”) for whatever reason,
Executive shall not, directly or indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as an officer, partner, director,
consultant or other position, or have any financial interest in with (i) any steel service center
or distributor conducting business within those portions of the United States wherein the Company
is conducting business on the Termination Date, or (ii) a business engaged in direct competition
with any other significant business carried on by the Company on the Termination Date. In no event
shall ownership of less than five (5) percent of the equity of a corporation, limited liability
company or other business entity, standing alone, constitute a violation hereof.



     (b) Non-Solicitation. During the Restrictive Period, Executive shall not directly,
indirectly or through an affiliate: (i) solicit, induce, divert, or take away or attempt to
solicit, induce, divert or take away any customer, distributor, or supplier of the Company; (ii)
solicit, induce, or hire or attempt to solicit, induce, or hire any employee of the Company or any
individual who was an employee of the Company on the Termination Date and who has left the
employment of the Company after the Termination Date within one year of the termination of such
employee’s employment with the Company, or (iii) in any way directly or indirectly interfere with
such relationships.



     (c) Confidentiality.



          (i) Executive shall keep in strict confidence, and shall not, directly or indirectly, at any
time while employed by the Company or after ceasing to be so employed, disclose, furnish, publish,
disseminate, make available or, except in the course of performing his duties of employment
hereunder, use for his benefit or the benefit of others any Confidential Information. Executive
specifically acknowledges that all Confidential Information, in whatever media or form maintained,
and whether compiled by the Company or Executive, (1) derives independent economic value from not
being readily known to or ascertainable by proper means by others who can obtain economic value
from its disclosure or use, (2) that reasonable efforts have been made by the Company to maintain
the secrecy of such information, (3) that such information is the sole property of the Company, and
(4) that any disclosure or use of such




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information by Executive while employed by the Company (except in the course of performing his
duties and obligations hereunder for the Company) or after ceasing to be so employed shall
constitute a misappropriation of the Company’s trade secrets.




          (ii) Notwithstanding the provisions of Section 6(c)(i), Executive may disclose the
Confidential Information to anyone outside of the Company with the Company’s express written
consent, or Confidential information that: (i) is at the time of receipt or thereafter becomes
publicly known through no wrongful act of Executive; or (ii) is received from a third party not
under an obligation to keep such information confidential and without breach of this Agreement.




          (iii) In addition to the above provisions of Section 6(c), all memoranda, notes, lists,
records and other documents (and all copies thereof) made or compiled by Executive or made
available to Executive concerning the business of the Company will be delivered to the Company at
any time on request.




     7. Binding Agreement; Successors. This Agreement shall inure to the benefit of and be
binding upon Executive’s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If Executive should die while any amounts would still
be payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Executive’s spouse, or if is spouse does not survive
him, to Executive’s estate. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the Company, including, without limitation, any person acquiring directly
or indirectly all or substantially all of the assets of the Company, whether by merger,
consolidation, sale or otherwise (and such successor shall thereafter be deemed the “Company” for
the purposes of this Agreement). The Company shall require any such successor to assume and agree
to perform this Agreement.



     8. Notice. All notices, requests and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (a) when hand delivered, (b) one business
day after being sent by recognized overnight delivery service, or (c) three business days after
being sent by registered or certified mail, return receipt requested, postage prepaid, and in each
case addressed as follows (or addressed as otherwise specified by notice under this Section):




	 	(i)	 	If to the Company, to:
	 
	 	 	 	Olympic Steel, Inc.

5096 Richmond Road

Bedford Heights, Ohio 44146
	 
	 	 	 	With a copy to:
	 
	 	 	 	Olympic Steel, Inc.

5096 Richmond Road

Bedford Heights, Ohio 44146

Attention: Chairman, Compensation Committee




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	 	(ii)	 	If to Executive, to:
	 
	 	 	 	Michael D. Siegal

921 West Hill Drive

Gates Mills, Ohio 44040





     9. Withholding. The Company may withhold from any amounts payable under or in
connection with this Agreement all federal, state, local and other taxes as may be required to be
withheld by the Company under applicable law or governmental regulation or ruling.



     10. Amendments; Waivers. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing, and is signed by
Executive and an officer of the Company specifically designated by the Board of the Company or its
Compensation Committee to execute such writing. No delay in exercising any right, power or
privilege hereunder shall operate as a waiver thereof. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent time.



     11. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio, without giving effect to the conflict
of law principles of such State.



     12. Equitable Relief. Executive and the Company acknowledge and agree that the
covenants contained in Section 6 are of a special nature and that any breach, violation or evasion
by Executive of the terms of Section 6 will result in immediate and irreparable injury and harm to
the Company, for which there is no adequate remedy at law, and will cause damage to the Company in
amounts difficult to ascertain. Accordingly, the Company shall be entitled to the remedy of
injunction, as well as to all other legal or equitable remedies to which the Company may be
entitled (including, without limitation, the right to seek monetary damages), for any breach,
violation or evasion by Executive of the terms of Section 6.



     13. Validity. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect. In the event that any provision of Section
6 is found by a court of competent jurisdiction to be invalid or unenforceable as against public
policy, such court shall exercise its discretion in reforming such provision to the end that
Executive shall be subject to such restrictions and obligations as are reasonable under the
circumstances and enforceable by the Company.



     14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall constitute one and the same
instrument.



     15. Headings; Definitions. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Agreement. Certain
capitalized terms used in this Agreement are defined on Schedule A attached hereto.



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     16. No Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other party, except as provided in Section 7.



     17. Entire Agreement; No Other Arrangements. This Agreement contains the entire
agreement between the parties with respect to the employment of Executive and supersedes any and
all other agreements, either oral or in writing, with respect to the employment of Executive, with
the exception of the Management Retention Agreement entered into between the Company and Executive
on or about April 20, 2000 which shall remain in full force and effect. In the event of any
conflict between the Agreement and the Management Retention Agreement, the terms of the Management
Retention Agreement shall prevail. Executive acknowledges that, in executing this Agreement, he
has not relied on any representations not set forth in this Agreement. Executive represents that
his employment by the Company will not violate any other agreement by which Executive is bound.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	OLYMPIC STEEL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard T. Marabito	 	 
			
		

		
	 

	 	Name:
	 	Richard T. Marabito
	 	 
	 

	 	Title:	 	Chief Financial Officer	 	 
	 
	 	 	/s/ Michael D. Siegal	 	 
	 	 	 	 	 
	 	 	MICHAEL D. SIEGAL	 	 
	 	 	(“Executive”)	 	 






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Schedule A




Certain Definitions




     As used in this Agreement, the following capitalized terms shall have the following meanings:




“Affiliate” of a specified entity means an entity that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common control with, the
entity specified.




“Code” means the Internal Revenue Code of 1986, as amended from time to time.




“Confidential Information” means confidential business information of the Company and its
customers and vendors, without limitation as to when or how Executive may have acquired such
information. Such Confidential Information shall include, without limitation, the Company’s
sales figures, profit or loss figures or other information related to the Company’s internal
financial statements, customers, clients, suppliers, vendors and product information,
sources of supply, customer lists or other information, selling and servicing methods and
business techniques, product development plans, sales and distribution information, business
plans and opportunities, or corporate alliances and other information concerning the
Company’s actual or anticipated business or products, or which is received in confidence by
or for the Company from any other person.




“Disability” means the inability of Executive for a continuous period of ninety (90) days or
for one hundred and eighty (180) days in the aggregate during any twelve (12) month period
to perform any material portion of the duties of his position hereunder on an active
full-time basis by reason of a disability condition. The Company and Executive acknowledge
and agree that the material duties of Executive’s position are unique and critical to the
Company and that a disability condition that causes Executive to be unable to perform the
essential functions of his position under the circumstances described above will constitute
an undue hardship on the Company. Notwithstanding the foregoing, Executive shall not be
disabled provided that all of the following conditions have been satisfied:




     (a) after receipt of the Company’s written notice of intent to terminate due to
Disability, Executive shall have the right within ten (10) days to dispute the Company’s
ability to terminate him under this section;




     (b) within ten (10) days after exercising such right, Executive shall submit to a
physical exam by the Chief of Medicine of any major hospital in the metropolitan Cleveland
area;




     (c) such physician shall issue his written statement to the effect that in his opinion,
based upon his diagnosis, Executive is capable of resuming his employment and devoting his
full time and energy in discharging his duties within ten (10) days after the date of such
statement; and



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     (d) the Executive returns to work on a full-time basis and devotes his energy in
discharging his duties.




“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as such law, rules and regulations may be amended from time to time.




“Good Cause” means a reasonable determination by the Board made in good faith (without the
participation of Executive) of the Company, pursuant to the exercise of its business
judgment, that any one of the following events has occurred:




     (a) Executive is found by the Board to have engaged in (1) willful misconduct, (ii)
willful or gross neglect, (iii) fraud, (iv) misappropriation, or (v) embezzlement in the
performance of his duties hereunder;




     (b) Executive has materially breached the provisions of Section 6 or any other material
provision of this Agreement and fails to cure such breach within ten (10) days following
written notice from the Company specifying such breach which notice from the Company shall
be provided within thirty (30) days after said breach;




     (c) Executive is found by the Board to have failed to provide reasonable cooperation
with any federal government or other governmental regulatory investigation, the
reasonableness of such cooperation to be determined by reference to statutory and regulatory
authorities, Federal Sentencing Guidelines, and relevant case law interpretations;




     (d) Executive signs or certifies statements required to be made pursuant to
Sarbanes-Oxley Sections 302 and 906, or other similar rules or regulations then in effect,
which turn out to be false or inaccurate in any material respect; provided, however, that
the Board has made a reasonable determination in good faith that the Executive knew or
should have known that such statements were false or inaccurate in any material respect;




     (e) Executive has been indicted by a state or federal grand jury with respect to a
felony, a crime of moral turpitude or any crime involving the Company (other than pursuant
to actions taken at the direction or with the approval of the Board) and a special committee
of the Board, chaired by an outside director appointed by the Chair of the Audit Committee,
considers the matter, makes a recommendation to the Board to terminate Executive’s
employment for Good Cause, and the Board concurs in that recommendation; or




     (f) Executive is found by the Board to have engaged in a material violation of the Code
of Conduct of the Company as then in effect.




“Release and Waiver of Claims” means a written release and waiver by Executive, to the
fullest extent allowable under applicable law and in form reasonably acceptable to the



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Company, of all claims, demands, suits, actions, causes of action, damages and rights
against the Company and its Affiliates whatsoever which he may have had on account of the
termination of his employment, including, without limitation, claims of discrimination,
including on the basis of sex, race, age, national origin, religion, or handicapped status,
and any and all claims, demands and causes of action for severance or other termination pay.
Such Release and Waiver of Claims shall not, however, apply to the obligations of the
Company arising under this Agreement, any indemnification agreement between Executive and
the Company, any retirement plans, any stock option agreements, COBRA Continuation Coverage
or rights of indemnification Executive may have under the Company’s Articles of
Incorporation or Code of Regulations (or comparable charter document) or by statute.




“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.



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