Exhibit 10.21
SEVERANCE AGREEMENT
February 19, 1999
BY FEDERAL EXPRESS
PRIVATE & CONFIDENTIAL
William C. Acton
47 Barrington Lane
Chester Springs, PA 19425
Dear Bill:
This will confirm that you have voluntarily accepted the severance
offer of Titanium Metals Corporation ("TIMET") under the terms and conditions
described below:
1. EMPLOYMENT TERMINATION DATE. Your last day of employment with TIMET will
be March 5, 1999.
2. SEPARATION PAYMENT AND BENEFITS. Per the Executive Severance Agreement
dated September 27, 1996 between yourself and Titanium Hearth Technologies Inc.
(the "Prior Agreement"), within fourteen (14) calendar days after your
termination date, TIMET will make a settlement payment in the amount of $300,000
less all customary or required withholdings. As additional consideration for
this Agreement, TIMET will agree to continue your health care benefits (medical,
dental, and vision) until the earlier of (a) the last day of the sixth full
calendar month after the month in which you terminate employment or (b) the date
you secure alternate health care benefits through another employer. Such
benefits will be provided to you on the same terms as they are provided to other
executives within TIMET during such period. The start date of the period for
voluntary benefit continuation under COBRA would be at the end of the six-month
period (i.e., the six months would not be counted against your COBRA period).
You will also receive a lump sum payment equivalent to your cash incentive
"profit sharing" bonus for 1998 at an individual performance level no less than
"Fully Proficient".
3. GENERAL RELEASE OF ALL CLAIMS. In exchange for the payments and benefits
provided to you under Paragraph 2 of this Agreement, you agree to be bound by
the terms of this Agreement and the Prior Agreement, and you knowingly,
voluntarily, and irrevocably release and forever discharge TIMET and its
officers, directors, shareholders, employees, agents, predecessors, successors,
heirs, purchasers, assigns, affiliates, subsidiaries, and all other persons or
entities acting on its behalf (all of whom are expressly made third party
beneficiaries of this Release), of and from all actions or causes of action,
suits, debts, covenants, contracts, agreements, promises, obligations, damages,
judgments, executions, liabilities, claims for attorney's fees and costs or
disbursements, and any other claims or demands of whatever kind or nature,
whether known or unknown, suspected or unsuspected, which against TIMET you or
your heirs, executors, or administrators ever had, now have, or may have,
including, but not limited to, all claims under the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. ss.621 et seq. ("ADEA"), all
claims under Title VII of the Civil Rights Act of 1964, as amended, all claims
under the Americans with Disabilities Act, all claims under the Family and
Medical Leave Act, all claims under the Occupational Safety and Health Act, all
claims under the Employee Retirement Income Security Act of 1974, as amended
(except for vested benefits), all claims under any law of the State of Colorado
or Pennsylvania, all claims of breach of contract, all claims sounding in tort,
all claims of wrongful discharge, and all other federal, state, or local
constitutional, statutory, or common law claims or actions which in any way
refer to or arise out of : (i) your employment with or separation of employment
from TIMET, or (ii) any other claim which you have or may have which arises, in
whole or in PART, OUT OF ANY INCIDENT OR CONDUCT WHICH OCCURRED PRIOR TO YOUR
EXECUTION OF THIS AGREEMENT. BY SIGNING THIS AGREEMENT YOU EXPRESSLY AGREE AND
UNDERSTAND THAT YOU ARE GIVING TO TIMET AND EACH OF ITS REPRESENTATIVES,
SUBSIDIARIES, PARENT CORPORATIONS, AND AFFILIATES A GENERAL RELEASE OF ANY AND
ALL CLAIMS THAT YOU MAY HAVE AGAINST TIMET OR ANY OF ITS REPRESENTATIVES,
SHAREHOLDERS, SUBSIDIARIES, AFFILIATES AND OTHERS IDENTIFIED ABOVE.
4. ADEA AND OWBPA RELEASE. IN ADDITION TO THE GENERAL RELEASE contained in
Paragraph 3 of this Agreement, in exchange for the benefits provided to
you under this Agreement you also knowingly, voluntarily, and
irrevocably discharge and release TIMET, and its officers, directors,
employees, agents, subsidiaries, affiliates, shareholders,
predecessors, successors and assigns, and all other persons acting on
its behalf, from any claim arising under the ADEA and the Older Workers
Benefit Protection Act ("OWBPA"). For purposes of the waiver and
release set forth in this Paragraph 4, you acknowledge that by signing
this Agreement and delivering a signed copy to TIMET, you agree and
acknowledge that:
a. the lump sum severance payment and other benefits you are receiving in
exchange for your waiver and release are in excess of any benefits or anything
of value to which you are otherwise entitled;
b. you have been and are advised to consult with an attorney prior to
signing this Agreement;
c. you have been given at least twenty-one (21) days after this
Agreement is given to you to sign this Agreement and deliver
the signed copy to TIMET (although you may choose to sign this
Agreement and deliver it to TIMET sooner);
d. you have been given a period of seven (7) days after the date
on which you signed this Agreement to void your signature and
the provisions of this Agreement and revoke the waiver and
release in writing;
e. you have carefully read and fully understand all of the
provisions of the General Release in Paragraph 3 and the
waiver and release in this Paragraph 4, and you knowingly and
voluntarily agree to the terms thereof; and
f. you understand and agree that that this Agreement shall not be
effective or enforceable, and no benefits will be provided to
you under this Agreement, until seven (7) days after you have
signed this Agreement.
5. You agree to return to TIMET on or before your Termination date, in
good order and condition, all TIMET computers, mobile telephones,
records, manuals, and any and all property belonging to any customer.
6. THIS AGREEMENT SHALL BE GOVERNED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF COLORADO, without regard to its conflicts of law provisions.
Should any clause or provision of this Agreement be declared illegal or
unenforceable by any court of competent jurisdiction and cannot be
modified to be enforceable, such provision shall immediately become
null and void, leaving the remainder of this Agreement in full force
and effect.
7. CONFIDENTIALITY AND PROTECTION OF PROPRIETARY INFORMATION. In
consideration for the benefits outlined in this Agreement you agree to abide by
the confidentiality (paragraph 4) and non-competition and solicitation agreement
(paragraph 5) of the Prior Agreement.
8. You agree that this Agreement and the Prior Agreement set forth the
entire understanding between the parties hereto, and fully supersede
any prior agreements, contracts, or understandings between you and
TIMET or Titanium Hearth Technologies ("THT"), whether written or
verbal, express or implied.
9. You also agree that, except for the payments and benefits specifically
described in this Agreement, after your Employment Termination Date,
you will not be entitled to and will not receive any other payment or
benefit of any kind from TIMET or THT, nor will you participate in any
plan or program sponsored by TIMET or THT.
10. THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT CAN ONLY be
changed by a written document, signed by you and an authorized
representative of TIMET.
Whether or not you choose to discuss this Agreement with an attorney,
you should thoroughly review and understand this Agreement before you execute
it. If, after you have carefully read and understand the terms and conditions of
this Agreement, you wish to accept these terms and conditions, I ask that you
sign and return to me the additional copy of this Agreement, acknowledging your
acceptance, on or before March 12, 1999.
Sincerely,
BY: /S/ LESLIE P.Lundberg
Leslie P. Lundberg
Title: ______________________________
VICE PRESIDENT,
HUMAN RESOURCES
DATE: 3-4-99
Witness: ____________________________
After carefully reading and fully understanding all of the terms and
conditions of this Agreement (including without limitation, the waivers and
releases set forth in paragraphs 3 and 4), I hereby accept these terms and
conditions with respect to the termination of my employment with TIMET. I
acknowledge that I am not relying upon any other oral or written representation
of any kind in signing this Agreement. I understand and agree that the terms of
this Agreement (including without limitation, the waivers and releases set forth
in PARAGRAPHS 3 AND 4) ARE BINDING UPON BOTH ME AND MY HEIRS, EXECUTORS,
ADMINISTRATORS, AND SUCCESSORS. I ALSO ACKNOWLEDGE THAT THE WAIVERS AND RELEASES
CONTAINED IN PARAGRAPHS 3 AND 4 CONSTITUTE KNOWING AND VOLUNTARY WAIVERS AND
RELEASES OF ALL LEGAL CLAIMS THAT I MAY HAVE AGAINST TIMET AND THE OTHERS NAMED
THEREIN.
/S/ WILLIAM C. ACTON 3-2-99
EMPLOYEE'S SIGNATURE Date