Exhibit 10.24
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
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THIS AGREEMENT, by and between Ryerson Tull, Inc. (the "Company") and
Stephen E. Makarewicz (the "Executive") effective as of July 1, 1999 (the
"Effective Date");
WITNESSETH THAT:
WHEREAS, the Company has appointed Executive to the position of President
J. M. Tull and AFCO, and Executive has served as same since October 1994; and
WHEREAS, in connection with such appointment, the Company and Executive
desire to enter into this Agreement;
NOW, THEREFORE, in consideration of the Executive's appointment as
President J. M. Tull and AFCO, and for other good and valuable consideration the
receipt of which is hereby acknowledged, it is agreed by the Executive and
Company as follows:
1. Confidential Information. Except as may be required by the lawful
order of a court or agency of competent jurisdiction, or except to the extent
that the Executive has express authorization from the Company, the Executive
agrees to keep secret and confidential indefinitely all non-public information
concerning the Company or any affiliate of the Company which was acquired by or
disclosed to the Executive during the course of his employment with the Company
or its affiliates, including but not limited to customer lists, price lists,
customer services requirements, costs of providing services, supplier
information, and other data of or pertaining to the Company or to any affiliate
of the Company which are not a matter of public knowledge, and not to disclose
the same, either directly or indirectly, to any other person, firm or business
entity or to use it in any way.
2. Nonsolicitation. While the Executive is employed by the Company and
its affiliates and for a period of two years after the date the Executive
terminates employment with the Company and its affiliates for any reason, the
Executive covenants and agrees that he will not, whether for himself or for any
other person, business, partnership, association, firm, company or corporation,
directly or indirectly, call upon, solicit, divert or take away or attempt to
solicit, divert or take away, any of the customers or employees of the
Company or its affiliates in existence from time to time during his employment
with the Company and its affiliates.
3. Noncompetition. While the Executive is employed by the Company and
its affiliates, and for a period of two years after the date the Executive
terminates employment with the Company and its affiliates, the Executive
covenants and agrees that he will not, directly or indirectly, engage in,
assist, perform services for, plan for, establish or open, or have any financial
interest (other than (i) ownership of 1% or less of the outstanding stock of any
corporation listed on the New York or American Stock Exchange or included in the
National Association of Securities Dealers Automated Quotation System or (ii)
ownership of securities in any entity affiliated with the Company) in any
person, firm, corporation, or business entity (whether as an employee, officer,
director or consultant) that engages in an activity in any state in which the
Company or its affiliates is conducting or has reasonable expectations of
commencing business activities at the date of the Executive's termination of
employment, which is the same as, similar to, or competitive with the metals
service center, processing and distribution business of the Company and its
affiliates.
4. Rights and Payments Upon Termination. The Executive's right to
benefits and payments, if any, for periods after the date on which his
employment with the Company terminates for any reason (his "Termination Date")
shall be determined in accordance with this Section 4:
(A) Termination by the Company for Reasons Other Than Cause; Termination
by the Executive for Good Reason. If the Executive's termination by
the Company occurs for any reason other than Cause or is a result of
the Executive's termination of employment for Good Reason (and is not
on account of the Executive's death, disability, or voluntary
resignation, the mutual agreement of the parties or any other reason),
then the Executive shall receive from the Company for the period
commencing on his Termination Date and ending on the earliest of (i)
the twenty-fourth month after the Executive's Termination Date; (ii)
the date on which the Executive violates the provisions of Sections 1,
2 or 3 of this Agreement; or (iii) the date of the Executive's death,
the Salary, bonus and benefits in effect as of his Termination Date.
The biweekly salary amounts will continue as described above.
Benefits that will continue will include medical, dental, basic life
insurance, any optional life insurance and any optional accidental
death and dismemberment insurance. Bonus shall mean two payments of
the average annual amount of the award paid to the Executive pursuant
to the
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annual incentive plan or successor plan with respect to the three
years immediately preceding that in which the Termination Date occurs.
Base salary payments to the Executive during the aforementioned
twenty-four month period shall not preclude the Executive's
eligibility for payments under the Company's severance plan.
Twenty-four months of additional age and service credit will be
provided to the Executive's RT Pension and the RT Supplemental Plan
using the methodology described in the Executive's Change in Control
Agreement except that any lump sum payment will be made twenty-four
months after the Executive's Termination Date and only if the
Executive has not violated the Confidentiality, Nonsolicitation and
Noncompetition provisions of this Agreement.
(B) Termination By Company for Cause. If the Executive's termination is a
result of the Company's termination of the Executive's employment on
account of Cause, then, except as agreed in writing between the
Executive and the Company, the Executive shall have no right to future
payments or benefits under this Agreement (and the Company shall have
no obligation to make any such future payments or provide any such
future benefits) for periods after the Executive's Termination Date.
(C) Termination for Death or Disability. If the Executive's termination is
caused by the Executive's death or permanent disability, then the
Executive (or in the event of his death, his estate) shall be entitled
to continuing payments of his Salary for the period commencing on his
Termination Date and ending on the earlier of (i) the last day of the
calendar month in which his Termination Date occurs or (ii) the date
on which the Executive violates the provisions of Sections 4, 5 or 6
of this Agreement.
(D) Termination for Voluntary Resignation, Mutual Agreement or Other
Reasons. If the Executive's termination occurs on account of his
voluntary resignation, mutual agreement of the parties, or any reason
other than those specified in Paragraphs (A) or (B) above then, except
as agreed in writing between the Executive and the Company, the
Executive shall have no right to future payments or benefits under
this Agreement (and the Company shall have no obligation to make any
such future payments or provide any such
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future benefits) for periods after the Executive's Termination Date.
The Executive's termination of employment for Good Reason shall not be
treated as a voluntary resignation for purposes of this Agreement.
(E) Definitions. For purposes of this Agreement:
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(i) The term "Cause" shall mean:
(a) the continuous performance of his duties (under this
Agreement) in a manner that is inconsistent with past,
acceptable performance over a normal business cycle; or in a
way that has a demonstrable negative impact on the results
of the business unit as determined by the Executive Vice
President. The Executive Vice President must provide a
notice of unsatisfactory performance and a reasonable
corrective action period. The Chairman and CEO must review
and approve the action; or
(b) the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company or its
affiliates, monetarily or otherwise, as determined by the
Executive Vice President; or
(c) conduct by the Executive that involves theft, fraud or
dishonesty; or
(d) the Executive's violation of the provisions of Sections 1, 2
or 3 hereof.
(ii) The term "Good Reason" means (a) the assignment to the
Executive duties which are materially inconsistent with his
duties as President J. M. Tull and AFCO of the Company,
including, without limitation, a material diminution or
reduction in his title, office or responsibilities or a
reduction in his rate of Salary, or (b) the relocation of
the Executive to a location that is not within the greater
Norcross, Georgia, metropolitan area.
Notwithstanding any other provision of this Agreement, the Executive shall
automatically cease to be an employee of the Company and its affiliates as of
his Termination Date and, to the extent permitted by applicable law, any and all
monies that the Executive owes to the
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Company shall be repaid before any post-termination payments are made pursuant
to the Executive pursuant to this Agreement.
5. Remedies. The Executive acknowledges that the Company would be
irreparably injured by a violation of Sections 1, 2 or 3, and he agrees that
the Company, in addition to other remedies available to it for such breach or
threatened breach, shall be entitled to a preliminary injunction, temporary
restraining order or other equivalent relief, restraining Executive from any
actual or threatened breach of any such paragraph. If a bond is required to be
posted in order for the Company to secure an injunction or other equitable
remedy, the parties agree that the bond need not be more than a nominal sum.
6. Severability and Entire Agreement. The invalidity or unenforceability
of any provision of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, and this Agreement will
be construed as if such invalid or unenforceable provision were omitted (but
only to the extent that such provision cannot be appropriately reformed or
modified). The Agreement is intended to be the entire agreement between the
parties regarding the subject matter hereof and shall supersede any prior
agreements to the contrary.
7. Applicable Law. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Georgia.
8. Successors. This Agreement shall be binding upon, and operate for the
benefit of the Company and its successors and assigns.
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9. Acknowledgment by Executive. The Executive acknowledges that he has
read this Agreement, understands the undertakings and restrictions it contains,
and intends to be fully bound by its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
RYERSON TULL, INC.
Dated: 9/1/99 William Korda
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William Korda
Vice President Human Resources
Dated: 9/19/99 Stephen E. Makarewicz
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Stephen E. Makarewicz
President J. M. Tull and AFCO
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