AMENDED AND RESTATED
EMPLOYMENT CONTRACT
AMONG:
TIMET SAVOIE, S.A., a societe anonyme with offices at Avenue Paul-Girod, 73400
Ugine, France [hereinafter referred to as the "Company"], represented by Jean
Marc Frisch, President and Directeur General of the Company, and
TITANIUM METALS CORPORATION, a Delaware (USA) corporation, with offices at 1999
Broadway, Suite 4300, Denver, Colorado, USA 80202 [hereafter referred to as
"TIMET"], represented by Robert E. Musgraves, Executive Vice President of TIMET,
ON THE ONE HAND,
AND
MR. CHRISTIAN J. M. LEONHARD, of French Nationality, residing at 7, rue
d'Alleray, 75015 Paris, [hereinafter referred to as "Mr. Leonhard"],
ON THE OTHER HAND,
PREAMBLE
A. Mr. Leonhard was originally employed by TIMET France, SARL, a wholly
owned subsidiary of TIMET, on 26 September 1988.
B. As of 1 January 1997, TIMET France SARL was merged into the Company and
the employees of TIMET France, SARL were transferred to the Company pursuant to
Article 122.12 of the French labor Code.. The Company is a 70%-owned subsidiary
of TIMET.
C. Since 1997, Mr. Leonhard has served in various capacities in the Company
and has been seconded by the Company to other positions within TIMET.
D. Since 1 February 2000, Mr. Leonhard has been seconded and assigned to
TIMET at its office in Denver,
Colorado, USA pursuant to the terms and conditions set forth below.
E. This Amended and Restated Employment Contract is intended to replace in
its entirety, on a prospective basis from the date hereof, Mr. Leonhard's
previous Employment Contract with TIMET France SARL dated 26 September 1988 and
subsequent amendments.
1) Appointment and Term of Mission:
a) Mr. Leonhard is seconded to TIMET as Executive Vice
President--Operations as and from 1 February 2000.
b) In his capacity of Executive Vice President--Operations, Mr. Leonhard
will be subordinate to and report to Mr. J. Landis Martin, TIMET's
Chairman, President and Chief Executive Officer
(or any person who succeeds or replaces Mr. Martin in such position or
to any other person designated by Mr. Martin). Notwithstanding his
mission with TIMET, he shall continue to be considered an employee of
the Company, which alone shall be entitled to modify or terminate this
employment contract.
c) Mr. Leonhard is appointed to the above-referenced position for an
initial period of one year, as and from 1 February 2000, automatically
renewable for additional one-year periods.
d) Nothing contained in this amendment shall constitute a guarantee of
employment for any period of time.
2) Social Security and Unemployment.
During his mission abroad, Mr. Leonhard's affiliation with the French
Social Security authorities shall be maintained by the Company. Moreover,
the Company will continue to contribute to employee and employers
unemployment, retirement, pension plan, complementary retirement plans and
other social benefits subscribed to by the Company for employees of a
similar level and/or position.
3) Compensation:
a) Mr. Leonhard shall receive an annual gross salary of $250,000 payable
in U.S. dollars through the TIMET (U.S.) payroll system upon transfer
to the USA. This salary (fixed at 279,150 euros per year for
conversion purposes) will be used as Mr. Leonhard's reference salary
and as a base for Company contributions to the French benefit schemes.
b) Mr. Leonhard will participate in TIMET's U.S. profit sharing program
(as it exists from time-to-time) at the Executive level. Under this
program currently, annual profit sharing payments are based upon
corporate-wide return on equity and individual performance, and
calculated as a percentage of base compensation
c) Nothing herein shall affect TIMET's right to modify or discontinue
such program at any time, or from time-to-time, or to move Mr.
Leonhard to a different profit sharing program, provided that will be
eligible to receive the same level of benefit under any such program
as other employees of a similar level and/or position.
d) Mr. Leonhard will be ineligible to participate in the TIMET retirement
savings plan due to his participation in the French Retirement program
through the Company.
4) Relocation Costs:
a) In the event that Mr. Leonhard returns to France at the end of his
mission, either to continue employment with the Company or for the
purposes of retirement, the Company shall pay the reasonable costs of
transporting his personal goods and furnishings back to France,
transportation for Mr. Leonhard and his spouse, and to pay a
relocation stipend equal to one month's salary at the time of
relocation.
b) The Company agrees to pay all reasonable and customary legal and
governmental fees related to Mr. Leonhard and his spouse's requests
for Visas from the United States Government.
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c) It is understood and agreed that the foregoing relocation
reimbursements and allowances shall not be considered as compensation
under Article 3 above for purposes of calculating any bonus, pension
or similar payments to which Mr. Leonhard is or may become entitled;
provided, however, that to the extent any such payment is deemed to be
taxable compensation to Mr. Leonhard, the Company will "gross-up" such
payment for tax purposes based upon Mr. Leonhard's actual effective
U.S. tax rate for the tax year in question.
d) In the event that Mr. Leonhard returns to Europe at the end of his
mission in the U.S to continue employment with the Company or TIMET,
he shall be entitled to participate in any automobile scheme for
European executives then in effect on the same basis as other European
executives.
5) Housing Benefits:
a) During the entire term of his mission with TIMET, Mr. Leonhard will
receive a monthly housing allowance of $2,300. The amount of the
housing allowance shall not be considered as compensation under
Article 3 above for purposes of calculating any bonus, pension or
similar payments to which Mr. Leonhard is or may become entitled
provided.
b) So long as Mr. Leonhard rents or leases housing in the U.S. TIMET will
pay the taxes on such amount at Mr. Leonhard's actual effective U.S.
tax rate for the tax year in question. If at any time, Mr. Leonhard
purchases a home in the U.S., the monthly housing allowance will
become $2,300 without tax "gross up" (i.e., Mr. Leonhard will become
responsible for the payment of taxes thereon).
6) Medical Coverage and Benefits:
TIMET agrees to provide medical, dental, and vision care coverage under
TIMET's standard U.S. medical plan to Mr. Leonhard and his eligible
dependents while they are in the United States, subject to normal employee
co-payments and deductibles. TIMET retains the right to change the
provisions of such health care coverage from time-to-time; provided that
Mr. Leonhard shall at all times be eligible to receive healthcare benefits
comparable to those for which employees of a similar level and/or position
with TIMET are then eligible. The amount of the premiums for medical
coverage shall not be considered as compensation under Article 3 above for
purposes of calculating any bonus, pension or similar payments to which Mr.
Leonhard is or may become entitled provided, however, that to the extent
any such payment is deemed to be taxable compensation to Mr. Leonhard, the
Company will "gross-up" such payment for tax purposes at Mr. Leonhard's
actual effective U.S. tax rate for the tax year in question..
7) Additional Benefits:
Mr. Leonhard and his spouse are entitled to one home leave every 12 months.
The Company will reimburse actual transportation expenses up to the cost of
round-trip coach airfare between the United States and France by the most
direct route and reasonable incidental surface transportation expenses to
and from the airport or train station for both Mr. Leonhard and his spouse.
The amount of the transportation expenses shall not be considered as
compensation under Article 3 above for purposes of calculating any bonus,
pension or similar payments to which Mr. Leonhard is or may become entitled
provided, however, that to the extent any such payment is deemed to be
taxable compensation to Mr. Leonhard, the Company will "gross-up" such
payment for tax purposes at Mr. Leonhard's actual effective U.S. tax rate
for the tax year in question.
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8) Taxation:
Mr. Leonhard will be responsible for the filing and payment of income taxes
as a U.S. Resident Alien. Mr. Leonhard is responsible for risk of loss or
gain and the tax consequences related to the purchase or sale of personal
property in the U.S. Mr. Leonhard is responsible for the correct and timely
filing of all required tax returns and related statements. TIMET will
provide an allowance not to exceed $2,000 ("grossed-up") per annum to
assist with the preparation and filing of taxes. TIMET will not reimburse
any costs associated with personal financial planning or other advice not
directly related to tax preparation related to the international
assignment.
9) Engagement/Confidentiality:
Mr. Leonhard shall devote all of his work time to the service of the
Company or TIMET, and shall refrain from engaging in any other professional
activity, whether or not competing. During the entire period of this
contract and after its expiration, Mr. Leonhard agrees to consider as
confidential and not to reveal any technical, financial or commercial
information with respect to the Company and TIMET.
10) Termination:
This contract is of indefinite duration. Each of the parties may terminate
this contract by giving six (6) months' prior notice except that in the
event of his serious misconduct, Mr. Leonhard may be terminated by the
Company without prior notice..
11) Jurisdiction:
Any disputes to which the foregoing terms may give rise shall be determined
by the courts of the location of the Company's head office, which shall
have sole jurisdiction. With respect to any questions which are not
addressed by the present contract, the parties agree to comply with the
terms of the applicable collective bargaining agreement (Convention
Collective Nationale de la Metallurgie, Ingenieurs et Cadres).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 12
August 2001.
/s/ Christian J.M. Leonhard
------------------------------------
Christian J. M. Leonhard
TIMET SAVOIE
By: /s/ Jean Marc Frisch
________________________________
Jean Marc Frisch
President & Directeur General
TITANIUM METALS CORPORATION
By: /s/ J. Landis Martin
________________________________
Name: J. Landis Martin
______________________________
Title: Chairman and CEO
______________________________
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