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EXHIBIT 10.22
AGREEMENT
THIS AGREEMENT is made and entered into by and among Richard J. Orwig
("Orwig"), JLK Direct Distribution Inc., and Kennametal, Inc.
WHEREAS, effective May 2, 2000, Orwig resigned from his position as
President and Chief Executive Officer of JLK Direct Distribution Inc., his
position on the Board of Directors of JLK Direct Distribution Inc., his
employment with JLK Direct Distribution Inc., his position(s) as officer and
director of any JLK subsidiaries, and any and all positions he held with JLK or
Kennametal or their affiliates or subsidiary companies;
WHEREAS, Orwig, JLK Direct Distribution Inc. and Kennametal, Inc. desire to
enter into a full and complete agreement in an amicable manner;
NOW THEREFORE, in consideration of the mutual promises contained herein,
and intending to be legally bound hereby, the parties to this Agreement agree as
follows:
1. Definitions
(a) "JLK," as used herein, shall at all times mean JLK Direct Distribution Inc.,
its parent, subsidiaries, successors and assigns, its affiliated and predecessor
companies or corporations, its divisions, their successors and assigns, their
affiliated and predecessor companies or corporations and the present and/or
former directors, officers, shareholders, employees, attorneys and agents of any
of them, including but not limited to Kennametal, Inc., J&L Industrial Supply,
and Full Service Supply, whether in their individual or official capacities, and
the current and former trustees or administrators of any pension or other
benefit plan applicable to the employees or former employees of JLK in their
official and individual capacities.
(b) "Kennametal," as used herein, shall at all times mean Kennametal, Inc., its
parent, subsidiaries, successors and assigns, its affiliated and predecessor
companies or corporations, its divisions, their successors and assigns, their
affiliated and predecessor companies or corporations and the present or former
directors, officers, shareholders, employees, attorneys and agents of any of
them, including but not limited to JLK Direct Distribution Inc., whether in
their individual or official capacities, and the current and former trustees or
administrators of any pension or other benefit plan applicable to the employees
or former employees of Kennametal in their official and individual capacities.
2. Employment Status
(a) Orwig represents and agrees that effective May 2, 2000, he resigned from his
position as President and Chief Executive Officer of JLK Direct Distribution
Inc., his position on the Board of Directors of JLK Direct Distribution Inc.,
his employment with JLK Direct Distribution Inc., his position(s) as officer and
director of any JLK subsidiaries, and any and all positions he held with JLK or
Kennametal or their affiliates or subsidiary companies.
(b) Orwig, JLK and Kennametal agree that Orwig: (a) has not been required to
perform any services for JLK or Kennametal since May 2, 2000; and (b) shall not
be required to provide any further services to JLK or Kennametal except as
provided in paragraph 13 of this Agreement.
(c) Orwig waives any and all rights or claim of right to be reinstated to his
former or any other position with JLK or Kennametal and agrees that he shall not
at any time seek or accept future employment with JLK or Kennametal. A breach of
this subparagraph 2(c) by Orwig will constitute lawful and just cause to refuse
to employ Orwig, and he shall have no cause of action against JLK or Kennametal
for such refusal.
3. Severance, Benefits, and Stock Options
(a) JLK shall continue to pay Orwig his current base salary, less applicable
withholdings and deductions, through November 2, 2001, as severance pay.
(b) JLK will provide Orwig with health, dental, vision, life insurance, and
accidental death and dismemberment insurance coverage substantially similar to
the coverage now in force pursuant to Orwig's 2000 Enrollment Elections under
JLK's Flex Benefits Program, as well as life insurance coverage substantially
similar to Orwig's coverage under the
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$500,000.00 executive officer's term life insurance policy, through November 2,
2001. The foregoing insurance coverages provided to Orwig may be subject to
change in a manner consistent with future changes to the substantially similar
coverages made available to JLK employees under the JLK Flex Benefits Program.
These insurance coverages shall be provided to Orwig as a former employee at no
premium expense to him; Orwig shall not be eligible for continued participation
(as such) under the JLK Flex Benefits Program. For any period during which Orwig
is entitled to, eligible for, or receiving group health, dental, vision, life
insurance, accidental death and dismemberment insurance, and/or executive
officer's term life insurance benefits from or through an employer or former
employer other than JLK or Kennametal, JLK will not be required to provide the
corresponding benefit coverage described in this subparagraph 3(b).
(c) JLK will extend the option period during which Orwig can vest in JLK stock
options, outstanding as of May 2, 2000, through November 2, 2001; any JLK stock
options in which Orwig is or becomes vested may be exercised at any time through
February 2, 2002. Orwig will exercise any and all of his Kennametal stock
options, outstanding and vested as of May 2, 2000, on or before August 2, 2000;
any Kennametal stock options not exercised by August 2, 2000 shall be forfeited
and surrendered.
(d) JLK will pay Orwig a Fiscal Year 2000 bonus of $40,000.00, less applicable
withholdings and deductions, in August 2000.
(e) If each of the following conditions are satisfied, JLK will pay a realtor
designated by Orwig and/or Orwig's mover up to $25,000.00, on an after-tax
basis, for moving expenses and/or real estate commissions actually incurred by
Orwig: (A) Orwig moves his primary residence more than one hundred (100) miles
away from his current primary residence on or before November 2, 2000; (B) the
above move is Orwig's first move following the date of this Agreement; (C) the
above move is not for the purposes of accepting or furthering employment or
consulting opportunities with a competitor, as that term is defined in
subparagraph 3(f) of this Agreement; (D) Orwig is not moving for the purposes of
accepting or furthering employment or consulting opportunities with an entity
which ordinarily pays all or a portion of moving expenses incurred by a person
similarly situated to Orwig; (E) Orwig incurs moving expenses and/or real estate
commissions as a result of the above move; and (F) Orwig submits written
invoices to David T. Cofer, Esquire, indicating the amount of expenses and/or
commissions incurred as a result of the above move and the specific purpose for
which the expense was incurred. JLK's total payments to the realtor and/or mover
pursuant to this subparagraph 3(e) shall not exceed $25,000.00 on an after-tax
basis.
(f) If Orwig becomes employed by or provides consultation to a competitor on or
before November 2, 2001, the salary continuation and benefits coverage extension
as described in subparagraphs 3(a) and 3(b) above shall terminate and be
discontinued immediately. For the purposes of this subparagraph 3(f),
"competitor" shall mean MSC Industrial Direct Co., Industrial Distribution
Group, Inc., Sandvik AB and Sandvik Coromant, SECO Tools AB, Iscar Ltd. and
Iscar Metals Inc., Milacron Inc., Carboloy Inc. and Valenite Inc., Airgas, Inc.,
W.W. Grainger, Inc., Mitsubishi Materials Corp. and Mitsubishi Carbide, Sumitomo
Electric Carbide, Inc., Toshiba Tungaloy America, Inc. and Toshiba Tungaloy Co.
Ltd., Allegheny Technologies Inc., and/or any of their parents, subsidiaries,
successors, assigns, affiliated and predecessor companies or corporations, and
divisions. Orwig agrees to immediately notify David T. Cofer, Esquire orally and
in writing of any employment, consulting arrangement, or comparable business
opportunity he undertakes with any of those entities on or before November 2,
2001.
(g) Orwig will receive credit for employment service under the Supplemental
Early Retirement Plan throughout the period that JLK continues to pay Orwig his
current base salary pursuant to paragraph 3(a) of this Agreement. For
informational purposes only, JLK projects that if Orwig receives credit for
employment service through November 2, 2001, Orwig will receive annual
Supplemental Early Retirement Benefits in the amount of $151,600.00 commencing
on Orwig's sixtieth (60th) birthday.
(h) JLK will extend Orwig's AYCO Financial Services benefit through April 15,
2002.
(i) In August 2000, JLK will pay Orwig for four (4) weeks worth of accrued but
unused vacation time, totaling $26,923.00, less applicable withholdings and
deductions.
(j) JLK's entire obligation to provide salary, incentive compensation,
severance, bonus, stock options, pension, 401(k), medical, dental, life, or
disability insurance, vacation, compensation, emoluments or benefits of any kind
to Orwig is set forth in this Agreement and any other obligation of JLK or
Kennametal to provide any of the foregoing to Orwig is hereby canceled except
that Orwig shall retain the vested benefits he may be entitled to receive
pursuant to the Kennametal, Inc. Retirement Income Plan, Supplemental Executive
Retirement Plan and Thrift Plan.
4. No Actions
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(a) Orwig affirms that there are no charges, complaints, grievances or actions
by or concerning Orwig against JLK or Kennametal currently pending in or before
any court, administrative agency, arbitrator or other entity.
(b) Orwig agrees not to file, pursue, participate in, induce, aid or abet any
claim or cause of action against JLK or Kennametal, and Orwig confirms that he
has not done so at any time prior to signing this Agreement. This provision does
not prohibit Orwig from testifying in any cause of action relating to JLK or
Kennametal when required to do so by process of law, or from communicating with,
or participating in any proceedings before, the EEOC. In the event that Orwig is
required by process of law to testify in any cause of action relating in any way
to JLK or Kennametal, Orwig shall immediately notify David T. Cofer, Esquire
orally and in writing, and shall use his best lawful efforts not to testify
until JLK and/or Kennametal has a reasonable opportunity to oppose such
testimony, if JLK and/or Kennametal desires to do so. Orwig agrees not to accept
the proceeds from any cause of action or proceeding against JLK or Kennametal.
(c) Orwig agrees to pay for any legal fees or costs incurred by JLK or
Kennametal as a result of any breach of his promises in this paragraph 4.
5. Release and Waiver
(a) As a material inducement to JLK and Kennametal to enter into this Agreement
and for and in consideration of the terms expressed herein, Orwig, for himself,
his successors and assigns, does hereby irrevocably and unconditionally release
and forever discharge JLK and Kennametal of and from any and all claims,
charges, demands, liabilities, obligations, promises, controversies, damages,
rights, actions and causes of action of whatever nature, kind or character, in
law or equity, whether known or unknown ("Claims"), which Orwig now has, may
have or claims to have or which he at any time heretofore may have, had or
claimed to have against JLK and/or Kennametal. This release includes, but is not
limited to, those Claims arising from or during Orwig's employment, related to
his employment, as a result of his termination of or separation from employment
with JLK or Kennametal, his receipt of stock options, or his ownership in
securities, and Orwig agrees not to assert any such Claims or causes of action.
This release and waiver includes, but is not limited to, Claims arising under
federal, state or local statutes, ordinances or common laws, specifically
including, but not limited to, the Civil Rights Act of 1866, the Civil Rights
Act of 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the
Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Employee Retirement Income Security Act of 1974, Executive Order 11246, the
Veterans Reemployment Statutes, the Family and Medical Leave Act, the Securities
Exchange Act of 1934 (or any state securities laws), Securities and Exchange
Commission Rule 10b-5, the Pennsylvania Wage Payment and Collection Law, the
Michigan Act Regulating Payment of Wages and Fringe Benefits, the Pennsylvania
Human Relations Act, the Michigan Elliott-Larsen Civil Rights Act, or the
Michigan Handicappers' Civil Rights Act, all as amended, and Claims pertaining
to unlawful discrimination or harassment, any common law or statutory Claims for
breach of contract, detrimental reliance, wrongful discharge, defamation,
interference with current or prospective contractual relations, fraud, consumer
fraud or otherwise, and/or Claims for attorneys' fees and/or costs.
(b) Orwig agrees to release and discharge JLK and Kennametal not only from any
and all claims which he could make on his own behalf, but also those which may
or could be brought by any person or organization in his behalf, and he
specifically waives any right to become, and promises not to become, a member of
any class in any proceeding or case in which a claim against JLK or Kennametal
may arise, in whole or in part, from any event which occurred prior to or as of
the date of this Agreement.
(c) Orwig agrees not to file any lawsuit or demand for arbitration against JLK
or Kennametal for or relating to any event that occurred prior to the date of
signing this Agreement, except that, pursuant to paragraph 12 of this Agreement,
Orwig may file a demand for arbitration for a breach of any promises contained
in this Agreement. In the event Orwig files such a demand, but JLK and/or
Kennametal are deemed not to have breached any of their promises in this
Agreement, Orwig will pay the reasonable fees and costs incurred by JLK and/or
Kennametal in defending against the claim. In the event Orwig files such a
demand, and JLK and/or Kennametal are deemed to have breached a provision in
this Agreement, JLK and/or Kennametal's obligation to pay the reasonable legal
fees and costs incurred by Orwig in prosecuting the claim, if any, shall be
governed by Pennsylvania law.
(d) Orwig agrees to pay for any legal fees or costs incurred by JLK or
Kennametal as a result of any breach of his promises in this paragraph 5.
6. Orwig confirms that he is not presently aware of any facts which would
support a claim by anyone against JLK or Kennametal under any federal, state or
local statute, ordinance or common law, including but not limited to claims for
unlawful discrimination or harassment, defamation, breach of contract, common
law fraud, violation of state consumer fraud
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statutes, securities fraud (including violation of the Securities Exchange Act
of 1934, Securities and Exchange Commission Rule 10b-5, or similar state laws),
or intentional interference with current or prospective contractual relations.
7. Confidentiality
(a) Orwig recognizes and acknowledges JLK's and Kennametal's interest in the
confidentiality of this Agreement, and agrees that he shall keep the fact and
the terms of this Agreement and the negotiations leading to this Agreement
completely confidential.
(b) Orwig further recognizes and acknowledges that his positions at JLK and
Kennametal were positions of trust and confidence and that by virtue of his
employment in such positions, Orwig possesses confidential information and trade
secrets regarding JLK and Kennametal, including, but not limited to information
concerning JLK's and Kennametal's sales, customers, clients, business, personal
data, sources of supply or distribution, business plans, technical secrets,
methodologies, know-how, or the compensation, skills, abilities, training or
qualifications of JLK and Kennametal employees, officers and directors, or other
information not generally known to the public, and any tangible embodiments of
said confidential information and trade secrets (collectively "Confidential
Information"). Orwig recognizes and acknowledges JLK's and Kennametal's interest
in the confidentiality of such Confidential Information.
(c) Orwig promises and agrees not to disclose, either directly or indirectly, in
any manner whatsoever, any Confidential Information of any kind whatsoever
acquired in the course of his employment at JLK or Kennametal, unless compelled
by subpoena to give sworn testimony or to produce documents or other things
regarding said Confidential Information. Orwig further promises and agrees that
if he is compelled by subpoena to give sworn testimony or produce documents or
things regarding said Confidential Information or to give sworn testimony or
produce documents or things which may include said Confidential Information,
Orwig shall notify David T. Cofer, Esquire orally and in writing immediately
upon being served the subpoena or immediately upon being informed of the
possibility that he may be compelled to testify or produce documents or things
regarding said Confidential Information, whichever occurs first. Orwig shall use
his best lawful efforts not to testify or produce documents or things until JLK
and/or Kennametal has a reasonable opportunity to oppose such testimony or
production, if JLK and/or Kennametal desires to do so.
(d) Notwithstanding anything in paragraph 17 of this Agreement to the contrary,
Paragraph 9 of Orwig's January 21, 2000 employment agreement with JLK is hereby
incorporated into this Agreement as if set forth in full herein. Orwig reaffirms
his continuing obligations regarding trade secrets and confidential information
as set forth in paragraph 9 of that employment agreement.
(e) This paragraph 7 shall not prohibit Orwig from (i) disclosing the fact and
terms of this Agreement to immediate family members and/or such professional
legal and tax advisors as he may from time to time engage, and/or government
officials or judicial officers for income or tax-reporting purposes in the event
Orwig is legally required or professionally advised to do so, or (ii) stating in
response to any other inquiry that the terms of his separation from JLK are
confidential. To the extent that Orwig does disclose the terms of this Agreement
to persons identified in subparagraph 7(e)(i), Orwig shall advise said persons
that they must not disclose the fact and terms of the Agreement.
(f) Orwig promises and agrees that within ten (10) days of signing this
Agreement, he shall surrender to JLK any and all Confidential Information and
any and all books, records, files, documents, disks and other items relating to
JLK or Kennametal obtained or generated by Orwig in the course of his employment
by JLK or Kennametal.
(g) If Orwig discloses any information in breach of paragraph 7 of this
Agreement, then: (i) Orwig shall repay to JLK any payment he received under
subparagraphs 3(a), 3(d), and 3(e) of this Agreement; (ii) JLK shall not be
required to make any further payments under subparagraphs 3(a), 3(d), and 3(e)
of this Agreement; (iii) the period during which JLK agreed to provide benefits
as described in subparagraph 3(b) of this Agreement, shall terminate and be
discontinued immediately; and (iv) the period during which Orwig could exercise
JLK stock options, as described in subparagraph 3(c) of this Agreement, shall
terminate ninety (90) days after the date payments are discontinued pursuant to
subparagraph (7)(g)(ii) above.
(h) Orwig agrees to pay for any legal fees or costs incurred by JLK or
Kennametal as a result of any breach of his promises in this paragraph 7.
(i) In the event that JLK and/or Kennametal take steps to seek relief from an
alleged breach of the foregoing terms of paragraph 7, all of the remaining
provisions of this Agreement shall remain in full force and effect.
8. No Solicitation. Orwig agrees that, for two (2) years following his
separation from JLK, Orwig will not, directly or indirectly, solicit or induce
or participate in recruiting, or attempt to solicit, induce, or recruit any
employee, current or future,
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of JLK or Kennametal, to leave JLK or Kennametal for any reason whatsoever, or
to hire, cause to be hired or assist in the hiring of any current or future
employee of JLK or Kennametal, or to provide information to any third party to
suggest, encourage, aid or facilitate such solicitation, inducement, recruitment
or hiring. The foregoing terms of this paragraph 8 do not apply to any
individual who has not been employed by JLK or Kennametal for at least six (6)
months immediately prior to the solicitation, inducement or recruitment, if
Orwig has not, directly or indirectly, encouraged that individual to terminate
employment with JLK or Kennametal and has not, directly or indirectly, provided
or promised any compensation or benefits to that individual during, or as a
result of, that six (6) month period.
9. Nondisparagement
(a) Orwig promises and agrees that he has not made any, and shall make no,
negative or derogatory comments, oral or written, directly or by innuendo, about
JLK and/or Kennametal, including, but not limited to, their management,
affiliates, present and former officers, directors and employees, policies,
procedures, management-employee relations, community relations, products,
services, and business decisions. Orwig's promise that he will not make, and his
agreement that he has not made, negative or derogatory comments about JLK and/or
Kennametal includes, but is not limited to, comments to the media and comments
in any social, business or other setting.
(b) Orwig agrees that he will not make any statements to or respond to any
inquiries from shareholders of either JLK or Kennametal, or from investment
analysts, newspapers, magazines, industry trade publications, or similar media
entities, regarding JLK and/or Kennametal. Instead, Orwig will refer the
inquiring person or entity to the appropriate individual or department at JLK or
Kennametal. Orwig will immediately notify David T. Cofer, Esquire orally and in
writing if he receives such an inquiry and from whom the inquiry was received.
10. Orwig represents that he has not heretofore assigned or transferred, or
purported to assign or transfer, to any person or entity any Claim or any
portion thereof or interest therein.
11. Orwig represents and acknowledges that in executing this Agreement he does
not rely, and has not relied, upon any representation or statement made by JLK
or Kennametal, or any of their agents, representatives or attorneys with regard
to the subject matter, basis or effect of this Agreement or otherwise.
12. Arbitration
(a) With the exception stated in paragraph 12(b) of this Agreement, the parties
agree that in the event of any future dispute between Orwig and JLK or
Kennametal, including any claims, counterclaims, cross claims or third-party
claims, whether referring or relating to any term of this Agreement, disputes
about whether or not the dispute is arbitrable, or any other matter which the
parties are unable to resolve between themselves, the dispute must be submitted
to arbitration and must not be filed in any court. Within ten (10) days after
submission of a dispute to arbitration, Orwig shall choose one arbitrator, and
JLK and/or Kennametal shall choose a second arbitrator. Within ten (10) days
thereafter, the American Arbitration Association shall be requested to supply a
third arbitrator and this request shall be made by either party. In the event
any party does not choose an arbitrator within ten (10) days, as set forth
above, the American Arbitration Association shall also supply that arbitrator in
addition to the third arbitrator. The arbitration shall be held in Pittsburgh,
Pennsylvania, and shall commence and be completed as soon as possible under the
Commercial Arbitration Rules of the American Arbitration Association then in
effect. In the event of any dispute of any procedural, evidentiary, or
substantive matter, including the arbitrability of the dispute presented, the
decision of the majority of the arbitrators shall be final and conclusive upon
the parties on the matter of dispute.
(b) Paragraph 12(a) of this Agreement does not apply to efforts by JLK and/or
Kennametal to obtain an injunction or restraining order from a court of
competent jurisdiction to restrain a breach or threatened breach of paragraphs 7
or 8 of this Agreement by Orwig or any persons or entities acting for or with
Orwig, or to restrain the misappropriation, disclosure or threatened disclosure
of any trade secrets of JLK and/or Kennametal.
13. Orwig promises and agrees that if JLK or Kennametal shall, in the future,
require Orwig's assistance or cooperation in preparation for, or the conduct of,
litigation or any proceeding, or for periodic consultation generally, involving
matters or events which occurred during Orwig's employment by JLK or Kennametal,
or as to which Orwig's knowledge or testimony may be important to JLK or
Kennametal, Orwig shall furnish such assistance, cooperation, and consultation
to JLK or Kennametal as they shall reasonably request, as does not unreasonably
interfere with Orwig's efforts to obtain alternative employment, and as is
within Orwig's capability, provided that JLK or Kennametal shall reimburse Orwig
for any expense Orwig incurs in furnishing such assistance and shall provide
reasonable compensation for time expended on the matter by Orwig, except that:
(a) JLK and Kennametal will not provide compensation to Orwig for time spent by
Orwig providing the assistance, cooperation or consultation discussed in this
paragraph 13 during the period in which Orwig is receiving payments
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under subparagraph 3(a) of this Agreement; and (b) no compensation shall be paid
for testimony in any litigation or proceeding.
14. Should any provision of this Agreement be declared or determined by any
court or arbitration panel to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part of
this Agreement. If a court or arbitration panel determines paragraph 4 or
paragraph 5 of this Agreement (or any subpart thereof) to be illegal or invalid,
then: (i) Orwig shall repay to JLK the payments he received under subparagraphs
3(a), 3(d), and 3(e) of this Agreement; (ii) JLK shall not be required to make
any further payments under subparagraphs 3(a), 3(d), and 3(e) of this Agreement;
(iii) the period during which JLK agreed to provide benefits as described in
subparagraph 3(b) of this Agreement, shall terminate and be discontinued
immediately; and (iv) the period during which Orwig could exercise JLK stock
options, as described in subparagraph 3(c) of this Agreement, shall terminate
ninety (90) days after the date payments are discontinued pursuant to
subparagraph 14(ii) above.
15. Orwig agrees that he has been advised by JLK and Kennametal to consult with
an attorney of his choice and that he has done that, consulting with his
attorney concerning his lawful remedies and rights as well as the meaning and
significance of this Agreement. Further, Orwig confirms that he has carefully
read and fully understands the provisions of this Agreement, including the
release and waiver of claims of any nature, and that he has been given
twenty-one (21) days to consider the terms of this Agreement before signing the
Agreement. Orwig may revoke acceptance of the release and waiver of Claims
arising under the Age Discrimination in Employment Act and the Older Workers
Benefit Protection Act contained in subparagraph 5(a) of this Agreement by
delivering a written revocation to David T. Cofer, Esquire, of Kennametal, Inc.,
P.O. Box 231, Latrobe, Pennsylvania 15650, within seven (7) days after executing
the Agreement. JLK's obligation to render payments under subparagraphs 3(a),
3(d) and 3(e) shall not commence until the seven (7) day period set forth herein
has expired without Orwig's revocation. Orwig acknowledges that his execution of
this Agreement is knowing and voluntary.
16. As used in this Agreement, the singular or plural number shall be deemed to
include the other whenever the context so indicates or requires. Whenever a
provision is stated in the disjunctive, it shall also be taken in the
conjunctive and vice versa. The use of any tense of any verb shall be considered
to include within its meaning all other tenses of the verbs so used.
17. The parties agree that this Agreement is the entire agreement between them,
supersedes all previous agreements between them, and represents their full and
complete understanding. No prior or contemporaneous oral agreements may be
offered to alter the terms of this Agreement. This Agreement shall be binding
upon the parties hereto and the parties' heirs, successors and assigns. This
Agreement may not be modified except in writing signed by both parties.
18. This Agreement may be executed in counterparts, and when each party has
signed and delivered at least one such counterpart, each counterpart shall be
deemed an original, and, when taken together with other signed counterparts,
shall constitute one Agreement, which shall be binding upon and effective as to
all parties. For the purposes of this paragraph 18, a counterpart may be
delivered by facsimile.
19. This Agreement shall be governed by and interpreted in accordance with the
laws of the Commonwealth of Pennsylvania.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS
WITNESS: /s/ Carol J. Orwig /s/ Richard J. Orwig
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Richard J. Orwig
Date: June 21, 2000
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JLK DIRECT DISTRIBUTION INC.
Date: July 12, 2000 By: /s/ William R. Newlin
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KENNAMETAL, INC.
Date: 12 July, 2000 By: /s/ Markos I. Tambakeras
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