Employment Agreement [Amended and Restated No. 2] (2011)Full Document 

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This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of August 8, 2011 ("Effective Date"), among TMS International Corp., a Delaware corporation ("TMS International"), Tube City IMS Corporation, a Delaware corporation ("Company") and Thomas E. Lippard ("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 Executive Vice President, General Counsel and Secretary of the Company pursuant to the terms of an Amended and Restated Employment Agreement with an effective date of January 25, 2007, listed on Annex A thereto, as amended by a Letter Agreement, dated May 10, 2010 (the "Current Agreement");

WHEREAS, Executive intends to retire from the Company on December 31, 2012 and agrees to provide the Transition Services (as defined below) following his retirement; and

WHEREAS, the Company and Executive desire to amend and restate the Current Agreement in its entirety, in the form of this Second Amended and Restated Employment Agreement as of 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 1D hereof (the "Employment Period").

(b) During the Employment Period, Executive shall report to the Chief Executive Officer of the Company, and shall initially continue to serve as the Executive Vice President, General Counsel and Secretary of each of the Company 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 Executive’s primary office shall be at the Company’s place of business in Glassport, Pennsylvania, subject to reasonable travel requirements.

(e) Following the Executive’s retirement, Executive shall provide the Transition Services in accordance with Section 1D(d) hereof.

1B. Base Salary and Benefits.

(a) During the Employment Period, the Company shall pay Executive an annual base salary of $521,375 (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 Company’s 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 a bonus plan to be established by the Company, as determined by the Board, in its sole discretion based upon the Company’s achievement of budgetary and other objectives set by the Board. Bonus compensation earned and payable pursuant to this Section 1B(b), if any, shall be paid in accordance with the Company’s customary practices 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.

(c) During the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executives of the Company and its subsidiaries are generally eligible. Without duplication of any employee benefits provided to all senior executives of the Company and its subsidiaries, the Company shall reimburse Executive for the annual premium cost of $1 million of term life insurance coverage purchased by Executive on his life, up to a maximum of Eleven Thousand Dollars ($11,000) per year.

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