This EMPLOYMENT AGREEMENT (this
"Agreement") is made as of the Effective Date (as defined below), among TMS International Corp., a Delaware corporation ("TMS International"), Tube City IMS Corporation, a Delaware corporation
("Company") and Leon Z. Heller ("Executive"). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 3A hereof.
WHEREAS, Executive is currently employed as the Assistant Secretary of the Company and the Senior Vice President and General
Counsel, Mill Services Group, and Assistant Secretary of Tube City IMS, LLC, pursuant to the terms of a Letter Agreement, dated December 20, 2007, by and among Executive, the Company and Tube City IMS, LLC, as amended by a First Amendment made
as of November 1, 2008 and a Second Amendment made as of February 27, 2009 (the "Current Agreement");
WHEREAS, the Board of Directors of the Company desires to appoint Executive to the office of Executive Vice President, General Counsel and Secretary of the Company effective as of January 1,
2013 (the "Effective Date"), on the terms and subject to the conditions set forth herein, and Executive has agreed to such appointment; and
WHEREAS, the Company and Executive desire to enter into this Employment Agreement, which shall supersede the Current Agreement, with effect from the Effective Date.
NOW THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:
Section 1. Terms
and Conditions of Employment Between the Company and Executive.
1A. Employment, Duties.
(a) The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set
forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 1C hereof (the "Employment Period").
(b) During the Employment Period, Executive shall report to the Chief Executive Officer of the Company, and shall serve as the Executive Vice President, General Counsel and Secretary of each of the
Company and TMS International or in such other senior managerial capacities of the Company or any of its subsidiaries, as requested by the Chief Executive Officer or the Board.
(c) During the Employment Period, Executive shall devote his full business time and attention to the business and affairs of the Company
and its subsidiaries. So long as Executive is employed by the Company, Executive shall not, without the prior written consent of the Board, accept other employment, or perform other services for compensation.
(d) The Company and the Executive agree that Executives primary office shall be at
the Companys place of business in Horsham, Pennsylvania, subject to reasonable travel requirements.
1B. Base Salary
(a) During the Employment Period, the Company shall pay Executive an annual base salary of Two Hundred
Seventy-Five Thousand Dollars $275,000 (the "Base Salary"). As used herein, references to "Base Salary" shall include all subsequent increases in annual base salary during the Employment Period. The Base Salary shall be
payable in regular installments in accordance with the Companys general payroll practices (as in effect from time to time).
(b) In addition to the Base Salary, during the Employment Period, Executive will be eligible to earn an annual bonus under the Tube City IMS, LLC Corporate Incentive Compensation Plan as amended from time
to time (the "Bonus Plan"). Bonus compensation earned and payable pursuant to this Section 1B(b), if any, shall be paid in accordance with the Bonus Plan in the calendar year following the fiscal year for which the bonus
is earned, and in no event shall such payment be made later than December 31 of such following calendar year.
During the Employment Period, Executive shall be entitled to participate in all of the Companys employee benefit programs for which senior executives of the Company and its subsidiaries are generally eligible.
(d) During the Employment Period, the Company shall (without duplication of any employee benefits provided to Executive pursuant to
other provisions of this Agreement) reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Companys policies in
effect from time to time with respect to travel, entertainment and other business expenses, subject to the Companys requirements with respect to reporting and documentation of such expenses.