UPON ANY ALLEGED BREACH OF GOOD FAITH OR
FAIR DEALING BY THE COMPANY IN CONNECTION WITH THIS AGREEMENT.
(K)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT BOTH OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
FACSIMILE TRANSMISSION OF THE EXECUTED
VERSION OF THIS AGREEMENT OR ANY COUNTERPART HEREOF SHALL HAVE THE SAME FORCE
AND EFFECT AS THE ORIGINAL.
(L)
EXECUTIVE WARRANTIES.
THE EXECUTIVE WARRANTS AND REPRESENTS TO
THE COMPANY THAT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT DOES NOT AND
SHALL NOT VIOLATE ANY EXPRESS OR IMPLIED OBLIGATIONS OF THE EXECUTIVE TO ANY
OTHER PERSON AND THAT ALL EXECUTIVE SHALL INFORM ANY PROSPECTIVE EMPLOYER ABOUT
THE EXISTENCE OF THIS AGREEMENT BEFORE ACCEPTING EMPLOYMENT BY SUCH EMPLOYER.
(M)
HEADINGS.
THE HEADS OF THE SECTIONS OF THIS AGREEMENT ARE INSERTED
FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE PART OF THIS
AGREEMENT OR TO AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
(N)
THIRD PARTY BENEFICIARIES.
THE COMPANY'S AFFILIATES AND
SUBSIDIARIES ARE EXPRESSLY MADE THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
(O)
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE
PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO
THE ADDRESSES OF THE PARTIES SET OUT ON THE SIGNATURE PAGE HERETO, OR AS CHANGED
FROM TIME TO TIME BY NOTICE AS PROVIDED HEREIN.
(P)
SUCCESSORS AND ASSIGNS.
THE EXECUTIVE SHALL NOT ASSIGN OR
TRANSFER ANY OF HIS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT TO ANY INDIVIDUAL
OR ENTITY.
THE COMPANY MAY ASSIGN ITS RIGHTS HEREUNDER TO ANY OF ITS AFFILIATES
OR TO ANY INDIVIDUAL OR ENTITY WHO OR THAT SHALL ACQUIRE OR SUCCEED TO, BY
OPERATION OF LAW, OR OTHERWISE, ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
COMPANY OR THE COMPANY'S BUSINESS.
ALL PROVISIONS OF THIS AGREEMENT ARE BINDING
UPON, SHALL INURE TO THE BENEFIT OF, AND ARE ENFORCEABLE BY OR AGAINST, THE
PARTIES AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS OR OTHER LEGAL
REPRESENTATIVES AND PERMITTED SUCCESSORS AND ASSIGNS.
(Q)
OPPORTUNITY TO CONSULT COUNSEL.
THE EXECUTIVE ACKNOWLEDGES THAT
HE HAS CAREFULLY READ THIS AGREEMENT AND HAS BEEN GIVEN ADEQUATE OPPORTUNITY,
AND HAS BEEN ENCOURAGED BY THE COMPANY, TO CONSULT WITH LEGAL COUNSEL OF HIS
CHOICE CONCERNING THE TERMS HEREOF BEFORE EXECUTING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS].
16
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.
HAYNES INTERNATIONAL, INC.
By:
/s/ JOHN COREY
Name: John Corey
Chairman, Board of Directors
/s/ Mark Comerford
Mark M. Comerford
32288 Redwood Boulevard
Avon Lake, Ohio 44012
EXHIBIT A
RELEASE OF ALL CLAIMS
FOR VALUABLE CONSIDERATION, including the payment to the Executive of certain
severance benefits, the Executive hereby makes this Release of All Claims
("Release") in favor of Haynes International, Inc. (the Company) and its agents
as set forth herein.
Section 1.
In consideration of the release and all of the promises and
representations made by Executive in this Agreement, the Company will: pay and
provide such severance