AMENDED AND RESTATED AGREEMENT
AGREEMENT, dated as of November 3, 1995 by and between Handy & Harman,
a New York corporation (the "Company") and Frank E. Grzelecki (the "Executive").
WHEREAS, the Company and the Executive entered into a Letter Agreement
dated as of May 23, 1989, as amended (the "Agreement"), an Executive Agreement
dated as of July 1, 1989, as amended (the "Executive Agreement") and an Amended
Agreement dated as of September 22, 1994 (the Amended Agreement"); and
WHEREAS, the Amended Agreement provides that when the Executive's
employment with the Company ends, whether the basis for such action being
instituted on the part of the Company or the Executive, the Executive shall
become entitled to the payment of severance benefits for one year in an amount
equal to the Executive's annual salary at the date of termination (the
"Severance Payment"); to full employee benefits coverage for one year (the
"Severance Benefits"); to continued medical benefits for himself and his spouse
until eligibility for Medicare (the "Medical Benefit"); and to certain
retirement benefits as indicated in an Agreement dated May 12, 1992; and
WHEREAS, the Company considers its relationship with the Executive a
vital element in protecting and enhancing the best interests of the Company and
wishes to benefit from the Executive's substantial knowledge and experience by
extending its relationship with the Executive, and the Executive desires to
continue such relationship with the Company.
NOW, THEREFORE, in consideration of the foregoing, the Company
and the Executive agree as follows:
1. The Company and the Executive agree that this document,
being entered into this day, shall replace both the Agreement and the Amended
Agreement upon its execution and which shall provide for the payment of an
amount equal to the Severance Payment, such payment to be made in installments
over a five-year period. Notwithstanding any provision to the contrary herein,
the Executive (or his beneficiary) may, upon written notice to the Company, call
for the acceleration of the Severance Payment. Upon such written notice, the
Company shall pay to the Executive (or his beneficiary) a lump sum amount equal
to the remaining balance of the Severance Payment; and
(i) In the case of the death of the Executive during the
five-year period, the remainder of the Severance Payment shall be paid
to his beneficiary; and
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(ii) The Executive shall remain entitled to the Supplemental
Retirement Benefits as provided by amendment to the Agreement, dated as
of May 12, 1992, subject to the terms and conditions provided in such
amendment and in the Agreement, which provisions are incorporated by
reference in this Agreement as attached hereto as Exhibit A (a
Certified Copy of the Resolutions of the Board of Directors of Handy &
Harman dated May 12, 1992) to this Agreement; and
(iii) From and after the date of the Executive's termination
of employment, the Company shall provide the Medical Benefit, without
cost to the Executive and his spouse, over the lives of both the
Executive and his spouse. Such Medical Benefit shall be provided on a
basis no less favorable to the Executive and his spouse than the
medical coverage provided to active senior executive officers of the
Company as of the date of execution of this Agreement; any future
improvements in medical benefits adopted by the Company for active
senior executive officers will be deemed to be in effect for the
Executive and his spouse pursuant to the Medical Benefit, without cost
to the Executive or his spouse, on the date of effectiveness of such
future improvements for active senior executive officers of the
Company; and
(iv) The Company shall take all actions necessary and
appropriate to cause all outstanding options to remain outstanding and
continue to vest
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and become exercisable pursuant to the terms of the original grant,
subject to the terms of the applicable stock option plan and the
applicable stock option agreement. In addition, the Company shall
extend the post exercise period for the Executive's options granted
under the 1991 Long-Term Incentive Stock Option Plan to no less than
one year from the effective [termination-retirement] date of the
Executive or for the term of the Consulting Agreement, referenced in
paragraph numbered 2 on page 4 of this Agreement, whichever period is
longer, but not beyond the original term of such option.
(v) The Executive shall be entitled to appropriate office
space and related expenses, off of the premises of the Company's
headquarters in Rye, New York, along with appropriate secretarial
services for the four-year period following severance of employment;
which expenses shall not exceed $3,000 per month.
2. The Company and the Executive may enter into a Consulting
Agreement (the "Consulting Agreement"), a copy of which is attached hereto as
Exhibit B.
3. The obligations of the Company under this Agreement shall
be binding upon any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.
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IN WITNESS WHEREOF, the Company and the Executive have caused
this Amendment to be duly executed all as of November 3, 1995.
HANDY & HARMAN
By /s/ Paul E. Dixon
-----------------------------
Paul E. Dixon
/s/ Frank E. Grzelecki
-----------------------------
Frank E. Grzelecki
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EXHIBIT A
SECRETARY'S CERTIFICATE
I, PAUL E. DIXON, being the duly elected and acting Secretary
of Handy & Harman, a New York corporation (hereinafter the "Company") DO HEREBY
CERTIFY that the attached is a true and complete copy of certain resolutions
duly adopted by the Board of Directors of this Company at a meeting which was
duly called and held on the 12th day of May 1992, and at which a quorum was
present and acting throughout, AND I DO FURTHER CERTIFY that said resolutions
have not been rescinded or amended and remain in full force and effect at the
date hereof:
IN WITNESS WHEREOF I have hereunto affixed my signature and
the seal of the Company this 3rd day of November 1995.
/s/ Paul E. Dixon
--------------------------------
Secretary
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RESOLUTION APPROVED BY BOARD OF DIRECTORS
May 12, 1992
RESOLVED, that the agreement dated May 23, 1989, between the
Company and F. E. Grzelecki be amended by adding the following provisions
thereto, subject to the advice of tax counsel with final provisions being
mutually agreed to by both parties:
Supplemental Retirement Benefits: In addition to the benefits provided under the
Handy & Harman Pension Plan, the Supplemental Executive Retirement Plan, and the
Retiree benefits under the Handy & Harman Health Care Benefit Plan, the Company
will provide the following Supplemental Retirement Benefits:
1. Upon the completion of each year of service, the Company will
purchase an annuity to provide a supplemental monthly pension
in an amount equal to $1,000 times the number of years of
service since July 1, 1991 provided, however, that the total
may not exceed $6,000. These monthly payments shall begin July
1, 1997 or upon your separation from the Company as a full
time employee, whichever comes last, and shall continue for
your lifetime with the further provision that in the event of
your death such monthly payments shall be made to your
beneficiary until a total of 120 monthly payments have been
made.
2. The Company will continue to provide Medical Benefits
equivalent to those received by other Officers of the Company
until you become eligible for Medicare. This coverage will be
available if you continue employment until July 1, 1992. Your
monthly premium contribution will be the same as other
Officers of the Company. It is important that you and your
spouse enroll for Medicare Parts A and B as soon as you become
eligible since at that time the benefit described above will
cease and you will be eligible for the normal retiree
benefits. These Retiree Benefits are integrated with Medicare
and, therefore, the Plan benefits will only cover expenses
which are not paid by Medicare. Your monthly cost after you
become Medicare eligible will be the same as other Retirees.
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EXHIBIT B
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of ___________________ between
Handy & Harman, a New York corporation (the "Company") and Frank E.
Grzelecki (the "Executive").
WHEREAS, the Company and the Executive desire to enter into a
consulting upon the retirement of the Executive; and
WHEREAS, it is recognized that the Consulting Agreement would
be to the benefit of the Company and the Executive.
NOW, THEREFORE, in consideration of the foregoing the
following terms and conditions shall apply:
1. This Agreement will become effective the day following the
retirement date of the Executive whose written notice of said date will be
communicated to the Company to the attention of the Chairman or Secretary at
250 Park Avenue, New York, New York 10177.
2. In furtherance of this Agreement the Company agrees to
provide a consulting fee equal to $30,000 (the "Annual Fee"), and expenses
incurred with respect to this Agreement. The Annual Fee will be payable in
monthly installments until such time that the Executive terminates his
consultant status or accepts full-time employment elsewhere, and expenses will
be reimbursed, in compliance with the Company's policies, to the Executive.
3. As part of this Agreement, the Executive agrees to provide
services to the Company for two days each month for a total of 24 days each
year. If the Executive consults or serves in a capacity other than as a Director
of the Company for more than 24 days in any one-year period, then the payments
for the additional days would be made on a pro rata basis for each year.
4. The Company and the Executive may terminate this Agreement
on not less than thirty days written notice, if by the Company to the Executive,
if by the Executive to the Company at 250 Park Avenue, New York, New York 10177
with attention to the Chairman or the Secretary.
5. The Executive shall enter into a noncompetition agreement
substantially in the form of noncompetition agreements between the Company and
other executive officers of the Company, which shall be negotiated by the
parties in good faith and which shall provide that, among other things, (i) the
Executive shall not enter into an employment or consulting arrangement with any
other competing company; and (ii) the Executive shall maintain the
confidentiality of proprietary information of the Company.
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IN WITNESS WHEREOF, the Company and the Executive have caused
this Amendment to be duly executed all as of _____________, 1994.
HANDY & HARMAN
By:_____________________________
________________________________
Frank E. Grzelecki
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