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Exhibit 10.1
November 6, 2000
Monsieur Philippe Choppin de Janvry
ERAMET
Tour Maine-Montparnasse 33
Avenue Du Maine F-75755
Paris Cedex 15, France
Dear Monsieur Choppin de Janvry:
AGREEMENT FOR EXECUTIVE SERVICES
You are aware that Special Metals Corporation and its wholly-owned
subsidiaries wish to have you, Monsieur Philippe Choppin de Janvry (hereinafter
referred to as "EXECUTIVE") provide executive managerial services. With regard
thereto, Special Metals Corporation and its wholly-owned subsidiaries
(hereinafter referred to as "SPECIAL") offer this letter of Agreement.
1. The scope of work (hereinafter referred to as "EXECUTIVE SERVICES") shall
generally consist of, but not be limited to, providing assistance,
advice, recommendations and direction to SPECIAL's personnel and other
individuals specified by SPECIAL in all aspects of management.
2. The EXECUTIVE SERVICES authorized hereby commenced on October 1, 2000 and
shall continue thereafter through December 31, 2002.
3. EXECUTIVE shall be an independent contractor and shall not be an employee
of SPECIAL.
4. Charges for EXECUTIVE SERVICES performed hereunder shall be based upon a
rate of Five Thousand Three Hundred Fifty Dollars ($5,350.00) per month.
SPECIAL is to pay, in addition to the foregoing, reasonable travel
expenses incurred in the performance of EXECUTIVE SERVICES and
subsistence during said travel.
5. EXECUTIVE shall not receive One Thousand Dollars ($1,000.00) for each
regularly scheduled meeting of the Board of Directors. EXECUTIVE shall
not receive an annual fee of Fourteen Thousand Dollars ($14,000.00) for
serving on the Board of Directors.
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6. Payment for EXECUTIVE SERVICES performed hereunder and for associated
travel expenses and subsistence for every month during the period of this
Agreement shall be made within thirty (30) days following receipt, and
acceptance, of an invoice for the said month supported by appropriate
expense documentation.
7. EXECUTIVE shall be eligible to receive a bonus for calendar years 2001
and 2002, in accordance with the following equations:
<TABLE>
<S> <C>
2001
----
Months in which
EXECUTIVE SERVICES
were provided
in 2001 2001
-------------
12 x EBIT -30 x $10,000.00
(in millions)
2002
----
Months in which
EXECUTIVE SERVICES
were provided
in 2002 2002
-------------
12 x EBIT -45 x $10,000.00
(in millions)
</TABLE>
Any bonus earned shall be paid within thirty (30) days of the
availability of audited financial figures for the particular year.
8. EXECUTIVE is aware that he has in the past and may in the future be
exposed to SPECIAL's confidential information (hereinafter referred to as
"INFORMATION") concerning inventions, technology, development plans,
experimental work and commercial operations. EXECUTIVE shall not
disclose, during or after the period of this Agreement, to anyone other
than SPECIAL's employees with whom EXECUTIVE may be associated in
EXECUTIVE's work for SPECIAL, or other parties whom SPECIAL may
designate, any INFORMATION which EXECUTIVE has or may acquire from
SPECIAL, without first obtaining SPECIAL's written consent to make such
disclosure. EXECUTIVE shall not use, other than in performing EXECUTIVE
SERVICES, any INFORMATION which EXECUTIVE has or may acquire from SPECIAL
without first obtaining SPECIAL's written consent to use such.
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9. EXECUTIVE shall not have any obligation of confidence to SPECIAL in
respect of:
a) INFORMATION which is now in the public domain, or which, in the
future, enters the public domain through no fault of the EXECUTIVE
(in which event EXECUTIVE's obligation of strict confidence in
respect thereto shall terminate on the date of entry of the
INFORMATION into the public domain). INFORMATION in a form other
than a printed publication or other tangible form shall not be
deemed to be in the public domain.
b) INFORMATION which is disclosed to EXECUTIVE at any time by a third
party having the right to make such disclosure to EXECUTIVE, and
without any obligation of confidence on the part of EXECUTIVE to
said third party in respect of said disclosure.
c) INFORMATION which is released from its confidential status by the
prior written consent of SPECIAL.
10. Either party may terminate this Agreement any time by thirty (30) days
advance written notice to the other. The termination of the Agreement
shall have no effect on the obligations assumed by EXECUTIVE under
paragraphs 8 and 9. The bonus set forth in paragraph 7 shall be computed
on a pro rata basis in the event of early termination.
11. This Agreement will be governed and construed in accordance with the laws
of the State of New York.
If this Agreement is acceptable to you, please execute both copies of
this letter in the space provided below, have your signature attested and return
one fully executed Agreement to us.
Very truly yours,
SPECIAL METALS CORPORATION
/s/ Robert F. Dropkin
Robert F. Dropkin
Secretary on behalf of the Board of Directors
Accepted and agreed to this 8th day of November, 2000.
Attested to: PHILIPPE CHOPPIN DE JANVRY
By: /s/ Philippe Choppin de Janvry
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