Exhibit 10.56
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
600 MAYER STREET
BRIDGEVILLE, PENNSYLVANIA 15017
January 4, 1995
Richard M. Ubinger
Chief Financial Officer
1100 Tidewood Drive
Bethel Park, PA 15102
Dear Mr. Ubinger:
Effective January 1, 1995, you will become eligible to participate in
the stock incentive plan offered by Universal Stainless & Alloy Products, Inc.
(the "Corporation") to certain of its key employees. With the addition of this
important new benefit, this letter will confirm that the terms of your
employment with the Corporation are as follows:
1. Position and Duties. Unless and until you are promoted or demoted
or your assignment is otherwise changed, you will continue to hold the position
of Chief Financial Officer. You will devote your full working time, attention
and efforts to performing all duties assigned to that position and all other
duties consistent with your experience which may be assigned to you from time to
time by the Corporation. While employed by the Corporation, you will not be
employed by, or render services for remuneration to, any other person or
business without the Corporation's prior express written consent.
2. Salary. Until your salary is adjusted or your employment ends,
you will be paid a monthly salary of $80,000, minus withholdings for federal,
state and local income taxes, FICA, FUTA, and any other withholdings required by
law and minus such deductions as you may authorize.
3. Stock Incentive Plan. On September 23, 1994, the Board of
Directors of the Corporation adopted a Stock Incentive Plan for the purpose of
securing for officers and other key employees of the Corporation the benefits
arising from the ownership of stock of the Corporation. As one of the key
employees of the Corporation you are eligible to participate in the Stock
Incentive Plan. The details of the Stock Incentive Plan shall be distributed to
you under separate cover.
4. Benefits. You will be eligible for vacation and sick leave and
for life, major medical, hospitalization, dental, vision and disability
insurances, and to participate in our
Employee's Name and Address
January 4, 1995
Page 2
retirement plan on the same terms and subject to the same conditions as such
benefits are provided for or made available to other full-time salaried
executive, professional, and administrative employees of the Corporation.
5. Disclosure and Assignment of Inventions. By signing this letter,
you agree promptly to disclose to the Corporation and to assign to the
Corporation every invention, product, process, apparatus, discovery,
improvement, development, design, technique and innovation, whether patentable
or not (collectively referred to as "Inventions") which relate in any way to the
Corporation's business or which result from or which may be or may have been
suggested by any work you did for the Corporation or at the Corporation's
request, which you, individually or jointly, may invent, discover, conceive,
acquire or originate during your employment with the Corporation or during the
first 12 months after your employment is terminated for any reason. You also
agree that you will fully cooperate with the Corporation in applying for and
securing in the Corporation's name, any patent or patents with respect to any
Inventions in every country in which the Corporation may desire to secure patent
protection including, without limitation, testifying truthfully on the
Corporation's behalf relative to any patent or patent applications and executing
all appropriate documents the Corporation presents to you to enable the
Corporation to secure patent protection and to transfer legal title to same and
to transfer any patents which may be issued thereon to the Corporation. You
further agree that this provision will survive any termination of this
Agreement.
6. Confidentiality. By signing this Agreement, you acknowledge that
you will have access to, learn, and may create certain of the Corporation's
trade secrets and other confidential and proprietary business information which
is valuable to the Corporation in its business. You agree that, both during your
employment with the Corporation and after such employment ends, you will not
directly or indirectly disclose to any third party, except in the furtherance of
your duties to the Corporation, or use or cause or permit to be used, for your
own benefit or for the benefit of any person other than the Corporation, any
confidential or proprietary information or trade secrets or other information
concerning the Corporation's business which is not public knowledge. You further
agree to return to the Corporation before or immediately upon any termination of
your employment with the Corporation, all written or recorded information,
materials and equipment which are the property of the
Employee's Name and Address
January 4, 1995
Page 3
Corporation, which relate to the Corporation's business and/or which constitute
or reflect any of the Corporation's trade secrets or confidential or proprietary
information. You expressly agree that this provision will survive any
termination of this Agreement.
7. Noncompetition. By signing this Agreement, you agree that you
will not, without the prior written consent of the Corporation, for a period of
one year after your employment ends, directly or indirectly, within the United
States of America, be employed by or consult with or perform any services for or
have any interest in any business, corporation, sole proprietorship, partnership
or other entity (as an employee, officer, director, agent, stockholder, partner,
creditor, consultant or otherwise) which manufactures, sells or distributes any
products of the types manufactured, sold or distributed by the Corporation,
during your employment therewith.
You further agree that you will not, during the one-year period
immediately following any termination of your employment, directly or
indirectly, for yourself or for any third party, call on or solicit or enter
into any contract with any of the Corporation's current or former customers
concerning the manufacture, sale or distribution of any of the Corporation's
products or of any similar products. Additionally, during the one-year period
immediately following any termination of your employment, you agree not to
solicit or invite any of the Corporation's employees to enter into any
employment or other contract with you or with any business to which you may
render services or in which you may have an interest (as an employee, officer,
director, agent, stockholder, creditor, consultant or otherwise) concerning the
manufacture, sale or distribution of products manufactured, sold or distributed
by the Corporation during your employment.
You expressly agree that all provisions of this Section 7 will survive
any termination of this Agreement.
8. Term and Termination of Employment. Your employment will continue
until terminated by your death or by your verbal or written notice of
termination to the Corporation or by our verbal or written notice of termination
to you. The Corporation may terminate your employment for cause determined in
management's discretion and pay the cost of continued coverage under any of its
insurance programs in which you are eligible to continue to participate, for a
period of one year.
When signed by you where indicated below, this letter will constitute
the entire agreement between you and the Corporation relating to your employment
and will supersede all prior agreements and understandings between you and the
Corporation pertaining to your employment. Once signed, the agreements
memorialized in this letter cannot be changed or waived except by means of
another written agreement between you and the Corporation duly signed by you and
by an authorized signatory of the Corporation on behalf of the Corporation. This
agreement and the employment relationship it creates will be governed by the law
of the Commonwealth of Pennsylvania.
A second original of this letter is enclosed. If this letter accurately
describes the terms of your employment, please sign both originals, in the
presence of a witness, where indicated below, and return one of the signed
originals to me.
I will look forward to our continuing efforts on behalf of the
Corporation.
Sincerely yours,
/s/ Clarence M. McAninch
Clarence M. McAninch
President & Chief Executive
Officer
By my signature hereon, I accept the terms and conditions of employment stated
above.
Witness:
/s/ Richard M. Ubinger
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Richard M. Ubinger (signature)
(type or print witness' name
and address)