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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Metallurg Inc

Date:

2004

Size:

Preview shows 9KB of 45KB total

Price:

$44

ID:

#1622864

 

 

► Employment ► Employment Agreements

 

 

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                              EMPLOYMENT AGREEMENT


AGREEMENT, made and entered into as of the 1st day of June, 2003, by and
between Metallurg, Inc., a Delaware corporation (together with its successors
and assigns permitted under this Agreement, the "Company"), and Charles H.
Entrekin (the "Executive").

W I T N E S S E T H :

WHEREAS, the Company desires to enter into an employment agreement (the
"Agreement") embodying the terms of employment between the Executive and the
Company; and

WHEREAS, the Executive desires to enter into the Agreement and to accept
such employment, subject to the terms and provisions of the Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:

1. Definitions.

(a) "Base Salary" shall mean the Executive's base salary in accordance
with Section 4 below.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Business Day" shall mean any day other than a Saturday, Sunday or
any other day on which commercial banks in New York, New York are required or
authorized to be closed.

(d) "Cause" shall mean:

(1) the Executive is convicted of (or pleads nolo contendere to)
a felony or a crime of moral turpitude, dishonesty, breach
of trust or unethical business conduct involving the
Company;

(2) the Executive engages in willful misconduct, willful or
gross neglect, fraud, insubordination, misappropriation or
embezzlement to the material and demonstrable detriment of
the Company; or

(3) the Executive breaches in any material respect the terms and
provisions of this Agreement and fails to cure such breach
within 20 days following written notice from the Company
specifying such breach.

(4) the Executive declines to accept a transfer of employment to
a senior executive position of similar nature and
compensatory terms with an affiliated company having a
normal place of business within North America.

(e) "COO" shall mean the chief operating officer of the Company.

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, including applicable regulations thereunder.


1



<PAGE>


EXHIBIT 10.17

(g) "Competitive Activity" shall mean any activity engaged in by the
Executive, whether as an employee, principal, sole proprietor, consultant,
agent, officer, director, partner or shareholder (except as a less than
one-percent shareholder of a publicly traded company or a less than five-percent
shareholder of a privately held company), which directly competes with the
Company or any Subsidiary. For this purpose, an activity which directly competes
with the Company or any Subsidiary shall mean a business that was being
conducted by the Company or any Subsidiary during the Term of Employment.
Notwithstanding anything to the contrary in this Section 1(g), an activity shall
not be deemed to be a Competitive Activity (x) solely as a result of the
Executive's being employed by or otherwise associated with a business of which a
unit is in competition with the Company or any Subsidiary but as to which unit
the Executive does not have direct or indirect responsibilities for the products
or product lines involved or (y) if the activity contributes less than 5 percent
of the revenues for the fiscal year in question of the business by which the
Executive is employed or with which he is otherwise associated.

(h) "Disability" shall mean a disability as determined under the
Company's long-term disability plans, programs and/or arrangements in effect on
the date such disability first occurs.

(i) "Effective Date" shall mean June 1, 2003.

(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, including applicable regulations thereunder.

(k) "Good Reason" shall mean the occurrence of any of the following
events:

(1) the material change of the Executive's authority, duties and
responsibilities, or the assignment to the Executive of
duties materially different from the Executive's position or
positions with the Company;

(2) a reduction in Base Salary of the Executive;

(3) the failure by the Company to obtain an agreement in form
and substance reasonably satisfactory to the Executive from
any successor to the business of the Company to assume and
agree to perform this Agreement; or

(4) the Company breaches in any material respect the terms and
provisions of this Agreement and fails to cure such breach
within 20 days following written notice from the Executive
specifying such breach.

(l) "Subsidiary" of the Company shall mean any corporation of which
the Company owns, directly or indirectly, more than 50 percent of the Voting
Stock or any other business entity in which the Company directly or indirectly
has an ownership interest of more than 50 percent.

(m) "Term of Employment" shall mean the period specified in Section 2
below.

(n) "Voting Stock" shall mean capital stock of any class or classes
having general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.


2



<PAGE>


EXHIBIT 10.17

2. Term of Employment.

The Company hereby employs the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the first anniversary of the Effective Date (the "Term of
Employment"), subject to earlier termination of the Term of Employment in
accordance with the terms of the Agreement. The Term of Employment shall be
automatically renewed for a one-year period on each anniversary of the Effective
Date thereafter, unless, in each case, either Party has notified the other Party
in writing in accordance with Section 26 below at least 90 days prior to the
expiration of the then Term of Employment that he or it does not want the Term
of Employment to so renew.

3. Position, Duties and Responsibilities.

The Executive, in his initial capacity as Managing Director of London
& Scandinavian Metallurgical Co Limited shall faithfully perform for the Company
the duties of said office and shall perform such other duties of an executive,
managerial or administrative nature as shall be specified and designated from
time to time by the COO consistent with such office. The Executive shall devote
substantially all of his business time and effort to the performance of his
duties hereunder. The Executive, in carrying out his duties under this
Agreement, shall report to the COO. Notwithstanding anything in this Section 3
to the contrary, nothing shall preclude the Executive from:

(1) serving on the boards of directors of a reasonable number of
other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations;

(2) engaging in charitable activities and community affairs; and

(3) managing his personal investments and affairs;

provided, however, that such activities do not materially interfere with the
proper performance of his duties and responsibilities hereunder.


 

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