Assumption of Severance Agreements by IMCO Recycling, Inc. in Connection with Merger with Commonwealth Industries, Inc.
This agreement is between Commonwealth Industries, Inc. and IMCO Recycling, Inc. It states that, upon the closing of their merger, IMCO will take over all obligations under certain severance agreements previously made between Commonwealth and several key executives. The merger itself will not trigger a 'change in control' under these severance agreements. IMCO also agrees to assume obligations under a specific letter agreement with one executive. If the merger does not close by January 31, 2004, IMCO's obligations under this agreement will end unless both parties agree to extend the deadline.
Exhibit 10.7
| Commonwealth Industries, Inc. 500 West Jefferson Street PNC Plaza – 19th Floor Louisville, Kentucky 40202-2823 Phone: 502 ###-###-#### Fax: 502 ###-###-#### Email: ***@*** | Steven J. Demetriou President and Chief Executive Officer |
October 11,2004
Via Facsimile ###-###-####
Mr. John Balkcom, Chairman
IMCO Recycling Inc.
5215 North O’Connor Boulevard, Suite 1500
Irvin, Texas 75039
Re: Assumption of Change in Control Agreements
Dear John,
Further to our recent conversation, by your execution below, IMCO hereby agrees that effective on and as of the date of the closing (“Closing”) of the merger between Commonwealth and IMCO as provided in the Agreement and Plan of Merger dated as of June 16, 2004, IMCO shall assume all the obligations under those certain Severance Agreements by and between Commonwealth and the following key executives, each made as of the date opposite their names:
| Steve Demetriou | June 10, 2004 | |
| Michael D. Friday | June 16, 2004 | |
| Sean Stack | June 16, 2004 | |
| Christopher R: Clegg | June 25, 2004 | |
| John Wasz | February 1, 1996, amended as of September 7, 2004 |
Each of the officers has executed an agreement providing, among other things, that the Merger shall not be a “change in control” event under the Severance Agreements referenced above. Copies of such agreements are attached hereto.
In addition, IMCO hereby agrees that effective on and as of the Closing, IMCO shall assume the obligations contained in that certain letter agreement between Commonwealth and John Wasz dated September 7, 2004, a copy of which is attached hereto.
If the Closing does not occur by January 31, 2004, then IMCO’s obligations under this letter agreement will terminate, unless extended by our mutual agreement.
Please indicate your acceptance of and agreement to the foregoing by signing a copy of this letter in the space provided below.
| Sincerely, |
| /s/ Steven J. Demetriou |
| Steven J. Demetriou |
ACCEPTED AND AGREED:
This 11th day of October 2004
| IMCO Recycling, Inc. | ||
| By | /s/ John Balkcom | |
| John Balkcom, Chairman | ||
