Employment Agreement between the Company and Kenneth W. Matz



 EXHIBIT 10.6 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT made as of the 28th day of December 2006, by and between
UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the “Company”), and KENNETH W. MATZ (the “Executive”). 
 WITNESSETH: 
 In consideration of the covenants and agreements herein contained, and intending to be legally
bound hereby, the Company and Executive agree as follows: 
 Article 1.—Employment 
 1.1. Employment. The Company agrees to employ Executive, and Executive agrees to serve the Company, for the period stated in Article 2 hereof (the “Term of Employment”) and upon the other terms and
conditions herein provided. 
 1.2. Position and Responsibilities. The Company employs Executive, and Executive agrees to serve as President of the
Company and to accept such other responsibilities as may be assigned to Executive by the Company from time to time during the Term of Employment. 
 1.3.
Duties. During the Term of Employment, Executive shall devote all of his business time, attention, skill and efforts to the faithful performance of his duties hereunder. 
 Article 2.—Term 
 The Term of Employment shall commence as of January 15, 2007 (the
“Effective Date”), and shall continue until December 31, 2008 (the “Initial Term”). Thereafter, subject to the termination provisions of this Agreement, this Agreement will be automatically extended for successive one year
terms unless either party provides written notice to the other party on or before October 31 of any year of his or its election not to extend the term of this Agreement. 
 Article 3.—Compensation 
 3.1. Salary. As compensation to the Executive for the performance of services
hereunder, the Company shall pay to the Executive a base salary (the “Salary”) of TWO HUNDRED THIRTY FIVE THOUSAND DOLLARS ($235,000.00) per year. The Salary payable to Executive shall be increased to TWO HUNDRED SIXTY THOUSAND DOLLARS
($260,000.00) per year effective August 1, 2007 and to TWO HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($275,000.00) per year on January 1, 2008. Installments of the Salary shall be paid to the Executive in accordance with the standard procedure
of the Company, which at the present time is once every two weeks. During the period of this Agreement, Executive’s salary shall be reviewed at least annually and may be increased, but not decreased, if the Board of Directors of the Company
(the “Board”) acting after approval of the Compensation Committee (the “Compensation Committee”), determines that an increase is appropriate on the basis of the types of factors it generally takes into account in increasing the
salaries of employees similarly situated in the Company. 
 3.2. Reimbursement of Expenses. The Company will reimburse the Executive for those
customary and necessary business expenses incurred by him in the performance of his duties and activities on behalf of the Company. Except as provided in this Agreement, such expenses will be reimbursed only on presentation by the Executive of
appropriate documentation to substantiate such expenses pursuant to the policies and procedures of the Company governing reimbursement of business expenses to its executives. 
 3.3. Participation in Plans. The Executive shall be entitled to participate in any life, medical, dental, health, hospitalization, travel, accident and/or disability insurance plans and in any sick leave and/or
salary continuation plan, vacation (which shall not be less than three (3) weeks per year), holiday pay, retirement or employee benefit plan or program generally offered by the Company to its salaried employees. In addition, Executive shall be
entitled to participate in the variable incentive compensation plan and the perquisites described on Schedule A attached hereto. 
 Article
4.—Termination of Employment 
 4.1. Definitions. For the purposes hereof: 
 (a) “Disability” shall be deemed to have occurred at the same time as the Executive has been determined to be entitled to benefits under the
Company’s Long Term Disability Plan then in effect. 







 (b) “Cause” shall mean any of the following: (i) Executive’s personal dishonesty or
willful misconduct; (ii) Executive’s willful violation of any law or material rule or regulation, provided that such violation is demonstrably injurious to the assets, operations or business prospects of the Company; (iii) the
conversion or embezzlement for the personal benefit of the Executive of corporate funds or property or a material business opportunity of the Company; (iv) the misuse by the Executive for his personal benefit of any trade secrets or other
information of the Company in violation of the provisions of Article 7 of this Agreement; or (v) Executive’s material breach of any other provision of this Agreement which is not cured within thirty (30) days of receipt of notice of
such breach from Company. 
 (c) “Good Reason” shall, absent the Executive’s express written consent to such action, mean the
occurrence of any one of the following: (i) following a Change of Control, the removal of the Executive as President of the Company (by reason other than death, Disability or Cause); (ii) any breach by the Company of a material obligation
under this Agreement; (iii) a substantial alteration in the nature or status of Executive’s duties and responsibilities that renders the Executive’s position to be of substantially less responsibility or scope; (iv) a reduction
by the Company in the Executive’s Salary, except for proportional across-the-board salary reductions similarly affecting all senior executives of the Company; (v) the relocation of the principal executive offices of the Company to a
location outside the Greater Pittsburgh Metropolitan area or the Company requiring the Executive to be based anywhere other than the Company’s principal executive offices except for required travel on Company Business; or (vi) any material
reduction by the Company of the benefits, taken as a whole, enjoyed by the Executive on the date of this Agreement under any savings, life insurance, medical, health and accident, disability or other employee welfare benefit plans or programs,
including vacation programs, provided that this paragraph (vi) shall not apply to any proportional across the board reduction or action similarly affecting all senior executives of the Company. 
 Notwithstanding the foregoing, no event of “Good Reason” shall be deemed to have occurred unless Executive provides to the Chief Executive Officer of the
Company written notice of the facts and circumstances which Executive believes constitutes Good Reason under this Section 4.1(c) and such facts and circumstances are not corrected or otherwise cured by the Company within thirty (30) days
of receipt thereof. 
 For purposes of this Agreement, a Change of Control shall be deemed to have occurred on the earlier of (x) if, in any transaction
or series of related transactions consummated in a ninety day period, more than fifty percent (50%) of the then outstanding voting common stock of the Company is sold to a person or group; (y) a merger or consolidation of the Company and
another entity in which the Company is not the surviving corporation or in which more than fifty percent(50%) of the equity ownership of the Company changes, or (z) the sale of substantially all of the assets of the Company. 
 (d) “Notice of Termination” shall mean written notice which shall indicate the specific termination or resignation provisions in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination or resignation under the provision so indicated and the Company shall submit to the Executive a certified statement
signed by the Chief Executive Officer of the Company approving such termination in the case of a Termination by the Company for Cause or Without Cause. 
 (e) “Date of Termination” shall mean the date specified in the Notice of Termination as the effective date the Executive’s employment is terminated for any reason or the Executive’s effective date
of resignation, which ever is earlier. 
 Article 5.—Compensation Upon Termination 
 5.1. Death. If the Executive’s employment hereunder terminates by reason of his death, his beneficiaries shall be entitled to receive from the Company such amounts as are then provided pursuant to plans,
programs or arrangements currently in effect or as approved from time to time by the Board of Directors. 
 5.2. Disability. If the Executive’s
employment hereunder terminates by reason of his Disability, the Company shall pay to the Executive for a period of one (1) month, an amount equal to 100% of his then monthly Salary and for a period of five (5) months, an amount equal to
sixty percent (60%) of his then monthly Salary. Such disability payments shall be paid in accordance with the Company’s ordinary payroll schedule. In addition, the Executive shall be entitled to receive such amounts as are then provided
pursuant to Company’s then existing disability plans, programs or arrangements. 
 5.3. Cause. If the Executive’s employment hereunder is
terminated by the Company for Cause, the Company shall pay to the Executive his full base Salary through the Date of Termination but at a rate no greater than that in effect at the time Notice of Termination is given, and the Company shall have no
further obligations to the Executive under this Agreement. 
 5.4. By the Company Without Cause or by the Executive by Resignation for Good Reason. If
the Executive’s employment hereunder is terminated by the Company without Cause or is terminated by the Executive pursuant to his resignation for Good Reason, then the Executive shall be entitled to the benefits provided below, which shall
constitute complete satisfaction of the obligations of the Company to the Executive under this Agreement: 







 (a) The Company shall pay the Executive his full annual base Salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given. 
 (b) Subsequent to the Date of Termination, the Company shall pay as
severance pay to the Executive, a lump sum severance payment equal to the Executive’s full base Salary at the rate then in effect for a period of twelve (12) months. 
 (c) The Company will provide health care benefits as provided prior to the Date of Termination for the Executive and eligible dependents for a period of
twelve (12) months at no cost to the Executive. This period will not reduce the eligible COBRA period. 
 (d) The Executive shall not be
required to mitigate the amount of any payments provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer, or otherwise. 
 (e) Notwithstanding any provisions herein to the contrary, the Executive shall be
entitled to receive all benefits to which the Executive is entitled under the terms of any of the Company’s qualified employee benefit plans and any other plan, program or arrangement relating to retirement or other benefits including, without
limitation, any employee stock ownership plan or any plan now in effect which is established (with approval of the Board of Directors) as a supplement to any of the aforenamed plans, except as otherwise provided in such plans as a result of the
Executive’s termination of employment. 
 Article 6.—Duties of Executive After Termination of Employment 
 6.1. Following any termination of Executive’s employment and for a period of ninety (90) days thereafter, the Executive shall fully cooperate with the Company
in all matters relating to the winding up and orderly transfer of the Executive’s work on behalf of the Company. Not later than the effective date of any termination of the employment, the Executive will immediately deliver to the Company any
and all of the Company’s property of any kind or nature whatsoever in the Executive’s possession, custody or control, including, without limitation any and all Confidential Information as that term is defined in Section 7 of this
Agreement. 
 Article 7.—Confidential Information; Invention Assignment 
 7.1. Confidential Relationship. Executive understands and agrees that all company manuals, company policies, marketing plans and surveys, product designs, schematics, specifications and product location and
installation data, formulae, processes, methods, machines, compositions, customer information, ideas, inventions, financial information and plans of the Company and all records, correspondence, files, customer lists, data and other information
pertaining to or concerning the Company, its principals, vendors and customers (collectively the “Confidential Information”) contain valuable confidential information that is owned by the Company, and, therefore, that during the period of
employment hereunder and at all times thereafter, Executive shall not utilize such Confidential Information for his own benefit or for the benefit of any person or entity other than the Company, nor shall he divulge or communicate any such
Confidential Information to any person or entity without the express authorization of the Company. The Executive agrees that, on the termination of his employment, he will immediately surrender to the Company any and all Confidential Information in
his possession pertaining to the Company and its business. 
 7.2. Assignment of Rights. All inventions, discoveries, designs, developments,
technology, computer programs, writings and reports that are made or conceived of by the Executive in the course of his employment with the Company, whether or not patentable or copyrightable, shall become and remain the sole property of the Company
without additional compensation to Executive. The Executive recognizes that all such works shall be considered works-for-hire and hereby transfers and assigns any right, title, copyright and interest that Executive acquires in such works to the
Company and will, from time to time, give the Company all reasonable assistance, execute all papers and do all things that may reasonably be required to protect and preserve the rights of the Company in such works. 
 7.3. No Breach of Other Obligations. The Executive represents that, in the course of performing services for the Company, he will not breach any agreement he may
have with others with respect to confidential information, and will not bring to the Company or use in any way any materials or documents obtained from others under an agreement of confidentiality. 
 Article 8.—Source of Payments 
 8.1. All payments provided for
under this Agreement shall be paid in cash from the general funds of the Company and no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. No trust or fiduciary relationship with respect
to payments shall be deemed created hereby and, to the extent that any person acquires a right to receive payments hereunder, such right shall be no greater than the rights of a general creditor of the Company. 







 Article 9.—Miscellaneous 
 9.1. Indulgences, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise
of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect to any other occurrence. 
 9.2. Notices. All notices or communications hereunder
shall be in writing, addressed as follows: 
  

					
	 To the Company:
	 	 	  	 To the Executive:

	 Universal Stainless & Alloy Products, Inc.
	 		  	Kenneth W. Matz
	 600 Mayer Street
	 		  	7780 Sugarbush Lane
	 Bridgeville, PA 15017
	 		  	Gates Mills, OH 44040

 Any such notice or communication shall be sent by certified or registered mail, return receipt requested, postage
prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt, as shown by the receipt therefor, shall determine the time at which notice was given. 
 9.3. Assignment; Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs and personal representatives of the Executive and the
successors and assigns of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive. 
 9.4. Entire Agreement; Amendment. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be amended or any provision hereof waived at any
time only by written agreement of the parties hereto. 
 9.5. Governing Law. This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the Commonwealth of Pennsylvania, other than the conflict of laws provisions of such laws. 
 9.6.
Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent
with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the remainder of such provision that is not held so invalid, and the remainder of such provision,
together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect. 
 9.7.
Headings. The Article and Section headings in this Agreement are for convenience of reference only; they form no part of this Agreement and shall not affect its interpretation. 
 9.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the Company and the Executive have duly executed this Agreement as of the day and year first written above. 
  

			
	 UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.

		
	 By:
	 	 /S/ C. M. McAninch

	 Title:
	 	Pres. & CEO
	
	 EXECUTIVE

		
	 By:
	 	 /S/ Kenneth W. Matz










 Schedule A 
 Incentive Compensation And Perquisites 
 1. Incentive Compensation. Executive will be entitled to participate in the
Company’s variable incentive compensation plan. The maximum award under such plan for the Executive shall be 100% of his annual base Salary. For calendar year 2007, the minimum incentive compensation award for Executive shall be $100,000.00.
All payments under the variable incentive compensation plan shall subject to the terms and conditions of variable incentive compensation plan. 
 2. Stock
Options. Executive shall be granted 25,000 stock options pursuant to the Company’s stock option plan. The exercise price of the stock options will be the closing price of the Company’s common stock on the Effective Date. One third of
the stock options will vest on each of the first three anniversaries of the Effective Date. All stock options shall be subject to the terms and conditions of a separate stock option agreement to be entered into by Executive and the Company.

 3. Automobile. The Company shall provide the Executive with an automobile allowance of $800.00 per month. The Company also shall reimburse the
Executive for normal operating expenses associated with his automobile such as gas, oil and tires but excluding insurance. 
 4. Moving Expenses. A
moving and relocation allowance will be provided as follows: $65,000 to be paid in a lump sum upon Executive’s relocation to the Greater Pittsburgh metropolitan area, and $35,000 to be paid to Executive on or before January 31, 2007.

 5. Club Membership. The Company shall pay the membership dues for Executive at South Point Golf Club. Charges related to the use of the Club shall
be the responsibility of the Executive.