EXECUTION VERSION**Exhibit 10.12.(k)****EMPLOYMENT AGREEMENT**December 19, 2006This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by andbetween V. JOHN GOODWIN, currently residing at                                        , and WHEELING-PITTSBURGH STEEL CORPORATION, acorporation organized under the laws of the State of Delaware (the “Company”) and a wholly-ownedsubsidiary of WHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of theState of Delaware (the “Parent”).In consideration of the covenants and conditions herein contained and other good and valuableconsideration, receipt of which is hereby acknowledged by each party, the parties hereby agree asfollows:**1. EMPLOYMENT.**The Company shall employ the Executive commencing on the Effective Date, and the Executive herebyaccepts such employment, all upon the terms and conditions set forth herein.**2. DUTIES AND AUTHORITY.**Executive shall serve as the Chief Executive Officer of the Company, with those authorities, dutiesand responsibilities customary to that position and such other authorities, duties andresponsibilities as the Board of Directors of Parent (the “Board”) may reasonably assign theExecutive from time to time. The Executive shall use his best efforts, including the higheststandards of professional competence and integrity, and shall devote substantially all of hisbusiness time and effort, in and to his employment hereunder, and shall not engage in any otherbusiness activity which would conflict with the rendition of his services hereunder, except thatthe Executive may hold directorships or related positions in charitable, educational ornot-for-profit organizations, or directorships in business organizations if approved by the Board,and make passive investments, which do not unreasonably interfere with the Executive’s day-to-dayacquittal of his responsibilities to the Company.**3. TERM.**     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shallremain in effect until November 30, 2007 subject to earlier termination under Section 3(b) orSection 5 or extension as described below. The period from the Effective Date until this Agreementshall have expired in accordance with this Section or been terminated in accordance with Section 5is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereofshall be extended automatically for an additional year as of December 1, 2007 and as of eachsubsequent annual anniversary of such date (each such extension date is referred to herein as a“Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date eitherparty shall have given notice to the other party that the term of this Agreement shall not be soextended.     (b) EFFECT OF POSSIBLE MERGERS. The Parent has entered into a Merger Agreement datedOctober 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with EsmarkIncorporated has been proposed. Notwithstanding the foregoing, if either
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EXECUTION VERSIONof these proposed mergersis consummated, the Agreement will terminate 30 days after completion of the merger.     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained,the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement andof the Executive’s employment hereunder.**4. COMPENSATION.**In return for his services hereunder, the Executive shall be entitled to (i) the Salary asspecified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv)certain fringe benefits, to the extent provided below.     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, inaccordance with the Company’s customary payroll practices for executives, salary at an annual rateof $500,000, subject to annual review and upward adjustment at the determination of theCompensation Committee of the Board (as so adjusted, the Executive’s “Salary”).     (b) BONUS. For the period from the Effective Date until December 31, 2007, theExecutive will not be eligible to receive a bonus. In subsequent years, at the discretion of theCompensation Committee, the Executive may participate in the Company’s existing short-termincentive plan for executives, as the same may be amended from time to time by the Board. The Boardmay also award other bonuses from time to time in its discretion.     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall makean initial equity grant to the Executive as stated below. In all subsequent years, the Executiveshall be awarded such equity incentive awards as the Board or the Compensation Committee shalldetermine from time to time in their discretion. The terms of the initial equity grant shall be asstated below with additional terms consistent with Company practices:     Number of restricted shares in the Parent’s stock: 23,000     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries ofthe Effective Date.     Executive may be eligible to participate in other long-term incentive plans and programs asthe Board or the Compensation Committee may deem appropriate from time to time.     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate inother benefits maintained by the Company for its senior executive officers, as such benefits may bemodified from time to time for all such employees, such as its medical, dental, 401(k), accident,disability, and life insurance benefits, on a basis not less favorable than that applicable toother executives of the Company. Any such participation shall be subject to (i) the terms of theapplicable plan documents, (ii) generally applicable policies of the Company and (iii) thediscretion of the Board or any administrative or other committee provided for in or contemplated bysuch plan, exercised in accordance with applicable law. The Executive will also be entitled to thefollowing:          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year(or any longer period as shall be provided under the Company’s general vacation policies), withoutreduction in Salary, to be taken at such times and intervals as shall be
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EXECUTION VERSIONdetermined by theExecutive subject to the reasonable business needs of the Company and to Company policies as ineffect from time.          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and suchother facilities and services as are suitable to the Executive’s position and adequate for theperformance of the Executive’s duties.          (iii) Payment or reimbursement of the cost, not covered by health insurance, of onecomprehensive physical examination during each year during the term of this Agreement.          (iv) Special Travel Arrangements. The Company shall permit, arrange for and bear the cost andexpense of the judicious and reasonable use by the Executive of an airplane for business, personaland family travel, including as an element of such cost and expense the federal, state and localincome tax consequences to the Executive of the use of such airplane for non-business purposes.Executive acknowledges that he will have no right to cash compensation in lieu of any of thespecific foregoing fringe benefits except with respect to vacation pay, and then only to theextent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonableexpenses, in accordance with the Company’s policy as in effect from time to time and on a basis notless favorable than that applicable to other executives of the Company, including, withoutlimitation, telephone, travel and entertainment expenses incurred by the Executive in connectionwith the business of the Company, subject to such reasonable substantiation and documentation asmay be specified by the Company.     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts tocause the Parent and any subsidiaries or affiliates it may now or hereafter have to, indemnify theExecutive to the maximum extent permitted by law and regulation in connection with any liability,expense or damage which the Executive incurs as a result of the Executive’s employment andpositions with the Company and its current or future subsidiaries as contemplated by thisAgreement, provided that the Executive shall not be indemnified with respect to any matter as towhich he shall have been adjudicated in any proceeding not to have acted in good faith in thereasonable belief that his action was in the best interest of the Company and its subsidiaries. TheCompany, on behalf of itself and its current and future subsidiaries, hereby confirms that theoccupancy of all offices and positions which in the future are or were occupied or held by theExecutive in connection with his employment under this Agreement have been so occupied or held atthe request of and for the benefit of the Company and its subsidiaries for purposes of theExecutive’s entitlement to indemnification under applicable provisions of the respective articlesof organization and/or other similar documents of the Company and its subsidiaries.Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceedingshall be paid by the Company in advance of the final disposition thereof upon the receipt by theCompany of an undertaking by the Executive to repay such amount if it shall ultimately bedetermined that he is not entitled to be indemnified hereunder. The foregoing rights are notexclusive and shall not limit any rights accruing to the Executive under any other agreement orcontract or under applicable law.     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this
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EXECUTION VERSIONAgreement,in the event that any payment or benefit under this Agreement or any other agreement or arrangementof the Company received or to be received by the Executive in connection with a Change in Controlor the termination of the Executive’s employment (all such payments and benefits, the “TotalPayments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999of the Code (together with any interest or penalties imposed with respect to such excise tax, the“Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by the Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes), including without limitation any incometaxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal tothe Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). Alldeterminations required to be made under this Section 4(g), including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment and the assumptions to be utilized inarriving at such determination, shall be made by the Company’s accountants or such other certifiedpublic accounting firm reasonably acceptable to the Company as may be designated by the Executivewhich shall provide detailed supporting calculations both to the Company and the Executive.**5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.**     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreementmay be terminated only in the following circumstances. On any termination in accordance with thisSection, the Executive (or in the event of his death, his estate) shall be entitled to his thenSalary earned but unpaid through the end of the month in which termination (including death)occurred. The Company shall have only such further obligations to the Executive (or in the event ofhis death, his estate), if any, as are specified below under the applicable termination provision.          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, theExecutive’s employment hereunder shall immediately and automatically terminate.          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabledduring the term hereof within the meaning of the Company’s then applicable long-term disabilityplan, the Company may terminate the Executive’s employment without further obligation upon noticeto the Executive. In the event of such disability, the Executive will continue to receive his basesalary and benefits under Section 4 hereof until the earlier of his death or the date the Executivebecomes eligible for disability income under the Company’s then applicable long-term disabilityplan or workers’ compensation insurance plan.          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employmentfor Cause (as defined in subsection (b) below) at any time upon notice to the Executive settingforth in reasonable detail the nature of such Cause.          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’semployment other than for Cause upon thirty (30) days notice to the Executive (or at its optionimmediately with thirty (30) days continued compensation, including then Salary and benefits, inlieu of such notice). In the event of such termination, Executive (or in the event of his deathfollowing termination, his estate) shall be entitled only to the additional amounts described insubparagraph (A) below and the continuation of health insurance benefits described in subparagraph(B) below:          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is
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EXECUTION VERSIONterminated bythe Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) timeshis annual Salary at the highest annualized rate in effect during the one year immediatelypreceding the date of the date of termination, payable in a single lump sum within thirty (30) daysof termination, plus (y) a pro rata bonus, in an amount determined under the terms of theapplicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for thefirst year of this Agreement), payable at the same time as executive bonuses are paid generallyunder the applicable Company bonus plan, but in no event later than March 15 of the year followingthe year in which the termination occurs.          (B) Health Care Continuation. If at his termination of employment by the Companywithout Cause the Executive is eligible to and timely elects continued health coverage underSections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation,the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (andthat of his eligible dependents also electing COBRA Continuation) in the Company’s group healthplan as it pays for active employees of the Company and their dependents generally.          (C) Effect of Change of Control. In the event the Company terminates the Executive’semployment other than for Cause within one (1) year following a Change of Control (as defined insubparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greaterof (i) or (ii):          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the oneyear immediately preceding the date of the Change of Control, payable in a single lump sum withinthirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRAContinuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18)months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary ifthe Change of Control occurs during the first year of this Agreement), and all equity incentiveawards will be fully vested (including the award pursuant to Section 4(c)); or          (ii)The amount payable under the following schedule.     Change of Control Date Amount Payable Within one (1) year of Effective Date $4,000,000 After one (1) year but less than two (2) years of Effective Date $2,000,000 After two (2) years but less than three (3) years of Effective Date $1,000,000 After three (3) years of Effective Date $0           For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting ofequity awards in (i) shall be the fair market value of any restricted stock that is vested and thedifference between the current fair market value of the Parent’s stock and the exercise price ofany option that is vested.          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment withthe Company is terminated other than for Cause prior to the date on which a Change of Controloccurs, and it is reasonably demonstrated that such termination (i) was at the request of a thirdparty who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwisearose in connection with or anticipation of a Change in Control then for all purposes of thisAgreement the date of the Change in Control shall mean the date immediately prior to the date ofsuch termination.
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EXECUTION VERSION          (v) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement forany or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executiveshall give at least sixty (60) days’ advance notice of any such termination.          (A) Good Reason. In the event the Executive gives such notice for and within sixty(60) days of having Good Reason, on the effective date of his resignation he shall be entitled toreceive an amount equal to one (1) times his annual Salary at the highest annualized rate in effectduring the one year immediately preceding the date of the date of termination, payable in a singlelump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) ofparagraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.          (B) Effect of Change of Control. In the event that at any time within one (1) yearfollowing a Change of Control the Executive gives notice to terminate employment for Good Reason(with such notice given within sixty (60) days of having Good Reason), he shall receive the greaterof the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement tothe contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the dateon which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i)occurred at the request of a third party who has taken steps reasonably calculated to effect aChange in Control or (ii) otherwise arose in connection with or anticipation of a Change in Controlthen for all purposes of this Agreement the date of the Change in Control shall mean the dateimmediately prior to the occurrence of such circumstances.          (C) Resignation without Good Reason. In the event the Executive resigns other than inthe circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to anyadditional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole optionwaive the requirement of advance notice and decline to accept the Executive’s service for anyperiod following its receipt of notice, but in that event, Executive shall be entitled to continuedcompensation in accordance with Section 4 for the entirety of the otherwise applicable noticeperiod (and will be deemed to be an employee for such period) as well as Salary and COBRAContinuation and pro rata bonus in accordance with this paragraph if applicable.          (vi) EXPIRATION. In the event that the Company or the Executive gives a TerminationNotice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executiveis then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) timeshis annual Salary at the highest annualized rate in effect during the one year immediatelypreceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph(iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term ofthis Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salarybenefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of anyother cash severance benefit to which the Executive may then be entitled under any generalseverance plan or policy of the Company.     (b) DEFINITIONS. For these purposes:          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolocontendere to any felony, or any misdemeanor involving moral turpitude under the laws of the UnitedStates or any state or political subdivisions thereof; (B) committed a breach of duty of loyaltywhich is materially detrimental to the Company; (C) materially violated any
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EXECUTION VERSIONprovision of Section 6of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines ofemployment or to follow the directives of the Board (which are not unlawful to perform or to adhereto or follow and which are within the scope of Executive’s duties) following a written warning thatif such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted withgross negligence or willful misconduct in the performance of the Executive’s duties. No act, orfailure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to bedone, by the Executive not in good faith and without reasonable belief that the Executive’s act, orfailure to act, was in the best interest of the Company. Following a Change of Control, subsection(D) above shall be deleted from this definition of “Cause.”          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger orconsolidation of Parent or the Company with or into another person or the sale, transfer, or otherdisposition of all or substantially all of the Parent’s or Company’s assets to one or more otherpersons in a single transaction or series of related transactions, unless securities possessingmore than 50% of the total combined voting power of the survivor’s or acquirer’s outstandingsecurities (or the securities of any parent thereof) are held by a person or persons who heldsecurities possessing more than 50% of the total combined voting power of Parent immediately priorto that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) ofthe Securities Exchange Act of 1934, as amended and in effect from time to time), other than theParent, the Company or an affiliate, directly or indirectly acquires beneficial ownership(determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the saidExchange Act) of securities possessing more than 50% of the total combined voting power of theParent’s outstanding securities pursuant to a tender or exchange offer made directly to theParent’s stockholders; or (C) over a period of 36 consecutive months or less from the EffectiveDate, there is a change in the composition of the Board such that a majority of the members of theBoard (rounded up to the next whole number, if a fraction) ceases to be composed of individuals whoeither (1) have been members of the Board continuously since the beginning of the 36-month periodreferred to above or (2) have been elected or nominated for election as Board members during suchperiod by at least a majority of the members Board described in the preceding clause (1) who werestill in office at the time that election or nomination was approved by the Board, provided,however, that a Change of Control shall be deemed to have occurred in any event if, by reason ofone or more actual or threatened proxy contests for the election of directors or otherwise, amajority of the Board shall consist of individuals, other than directors referred to in clause (1)above, whose election as members of the Board occur within such 36-month period at the request oron behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of theSecurities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding theforegoing, a Change of Control shall not be deemed to have occurred if the merger of the Parentwith Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24,2006 is consummated or a change-of-control transaction (including a merger) of the Parent withEsmark Incorporated is consummated.          (iii) “Good Reason” means (A) the assignment to the Executive of any duties inconsistent withthe Executive’s status as Chief Executive Officer of the Company or a meaningful alteration,adverse to the Executive, in the nature or status of the Executive’s responsibilities (other thanreporting responsibilities); (B) permanent relocation of his principal place of employment to alocation more than seventy-five miles distant from his principal place of employment as of theEffective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effecton the date hereof or as the same may be increased from time to time except for across-the-boardsalary reductions similarly affecting all senior executives of the
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EXECUTION VERSIONCompany and all seniorexecutives of any person in control of the Company; (D) the failure by the Company to continue ineffect any compensation plan in which the Executive participates which is material to theExecutive’s total compensation, or the failure by the Company to continue the Executive’sparticipation therein on a basis not materially less favorable, both in terms of the amount ofbenefits provided and the level of the Executive’s participation relative to other participants; or(E) the failure by the Company to continue to provide the Executive with benefits substantiallysimilar to those enjoyed by the Executive under any of the Company’s pension, life insurance,medical, health and accident, or disability plans at any time subsequent to the Effective Date, orthe taking of any action by the Company which would directly or indirectly materially reduce any ofsuch benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive atany time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in(D) and (E) above shall not constitute “Good Reason” where they are the direct result of theelimination or modification of benefit plans or arrangements by the Company with respect toemployees generally.     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminatingor being terminated from his position with the Company for any reason or no reason, the Executivewill stop serving the functions of the terminated or expired position, or any other positions withany affiliate, and shall be without any of the authority of or responsible for any position. Onrequest of the Board, at any time following his termination of employment for any reason or noreason, the Executive shall resign from the Board if then a member and the board of directors ofthe Company or any other subsidiary of Parent or which he is then a member.     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek otheremployment or income to reduce any amounts payable to the Executive by the Company under thisSection. Further, the amount of any payment or benefit provided for by this Section shall not bereduced by any compensation earned by the Executive as the result of employment by anotheremployer, retirement benefits, by offset against any amount claimed to be owed by the Executive tothe Company, or otherwise.     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not beentitled to any payments under this Section unless within twenty-one (21) days following histermination he shall have executed and delivered to the Company a general release of claims in theform attached hereto as Exhibit A.     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to thecontrary, if the Company determines that any amounts to be paid to the Executive under thisAgreement are subject to Section 409A of the Code, then the Company shall in good faith adjust theform and the timing of such payments as it reasonably determines to be necessary or advisable to bein compliance with Section 409A. If such a payment must be delayed to comply with Section 409A,then the deferred payments shall be paid at the earliest practicable date permitted by Section409A.
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EXECUTION VERSION**6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.**     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets ofthe Company constitute Confidential Information. The term “Confidential Information” as used inthis Agreement shall mean all information which is known only to the Executive or the Company,other employees or others in a confidential relationship with the Company and any personscontrolling, controlled by or under common control with the Company (each, an “Affiliate”) andtheir respective employees, officers and partners), and relating to the Company’ or any Affiliate’sbusiness (including, without limitation, information regarding clients, customers, pricingpolicies, methods of operation, proprietary computer programs, sales, products, profits, costs,markets, key personnel, formulae, product applications, technical processes, and trade secrets), assuch information may exist from time to time, which the Executive acquired or obtained by virtue ofwork performed for the Company, or which the Executive may acquire or may have acquired knowledgeof during the performance of said work. The Executive agrees that at all times during hisemployment and thereafter (including periods after the term of this Agreement), he will keep andmaintain all Confidential Information and all of the affairs of the Company and its Affiliatesconfidential, and will not, except (1) as necessary for the performance of his responsibilitieshereunder or (2) as required by judicial process and after three days prior notice to the Companyunless required earlier by a court order or a legal requirement, disclose to any person for anyreason or purpose whatsoever, directly or indirectly, all or any part of the ConfidentialInformation of the Company and its Affiliates. The Executive is not bound by the restrictions inthis paragraph with respect to any information that becomes public other than as a consequence ofthe breach by the Executive of his confidentiality obligations hereunder or is disclosed without anobligation of confidentiality. The Executive can disclose all information to his personal advisorssubject to becoming liable for any violation by them of Executive’s confidentiality obligations.     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of hisemployment, however such termination may occur, the Executive will promptly return to the Companyall materials and other property from time to time held by the Executive and proprietary to theCompany including without limitation any documents incorporating, reflecting or reproducing inwhole or in part any Confidential Information, credit cards, and the like.     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,          (i) except as agreed to by the board of directors, during the term hereof, he will not,directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partneror in any other capacity whatsoever, engage in any outside activity, whether or not competitivewith the business of the Company, that could foreseeably give rise to a conflict of interest orotherwise interfere with his duties and obligations to the Company;          (ii) during the term hereof and for twelve (12) months after the term, he will not, directlyor indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in anyother capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiringor attempting to hire, any individual employed by the Company at any time while the Executive wasalso so employed, or encourage any such individual to terminate his or her relationship with theCompany ; provided, however, that nothing in this Section 6(c) shall be deemedto prohibit Executive from: (i) making general solicitations of employment published in newspapers,trade journals or other publications of general circulation; or (ii) employing individuals who haveterminated their employment with the Company;          (iii) during the term hereof and for twelve (12) months after the term, he will not, directlyor indirectly, either as a principal, agent, employee, employer,stockholder, co-
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EXECUTION VERSIONpartner or in anyother capacity whatsoever, engage in or undertake any planning for any activity which iscompetitive with the business of the Company, as conducted or under consideration at any timeduring his employment by the Company; and          (iv) for purposes of this section, after the termination of Executive’s employment pursuant tothis Agreement, Executive’s subsequent employment or other affiliation with Esmark Incorporated(including its successors or assigns, as well as its affiliation with one or more steel productionfacilities at any time) shall not be prohibited and shall not constitute activity which iscompetitive with the business.     (d) INJUNCTIVE RELIEF. The Executive acknowledges that a breach of any of thecovenants contained in this Section 6 may result in material, irreparable injury to the Company forwhich there is no adequate remedy at law, that it shall not be possible to measure damages for suchinjuries precisely and that, in the event of such a breach or threat of breach, the Company shallbe entitled to obtain a temporary restraining order and/or a preliminary or permanent injunctionrestraining the Executive from engaging in activities prohibited by this Section 6 or such otherrelief as may be required to specifically enforce any of the covenants in this Section 6. TheExecutive agrees and consents that injunctive relief may be sought in any state or federal court ofrecord in the Commonwealth of Pennsylvania, or in the state and county in which a violation mayoccur or in any other court having jurisdiction, at the election of the Company; to the extent thatthe Company seeks a temporary restraining order (but not a preliminary or permanent injunction),the Executive agrees that a temporary restraining order may be obtained ex parte. The Executiveagrees and submits to personal jurisdiction before each and every court designated above for thatpurpose.     (e) BLUE-PENCILLING. The parties consider the covenants and restrictions contained inthis Section 6 to be reasonable. However, if and when any such covenant or restriction is found tobe void or unenforceable and would have been valid had some part of it been deleted or had itsscope of application been modified, such covenant or restriction shall be deemed to have beenapplied with such modification as would be necessary and consistent with the intent of the partiesto have made it valid, enforceable and effective.     (f) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwiserelating to the Executive’s relationship with the Company, any Affiliate of the Company, or theirrespective principals or management, whether or not during the term of this Agreement, theExecutive agrees not to bring any legal proceeding or take any legal action to seek to enjoin orotherwise impede the purchase, sale, financing, refinancing, development, establishment oroperation of any business venture or entity in which any of such persons or entities has anyinterest.**7. MISCELLANEOUS.**     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into thisAgreement and carry out his obligations hereunder without any conflict with any prior agreements,and that he has not made and will not make any agreement in conflict with this Agreement.     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understandingbetween the parties on the subject matter hereof and supersedes any other agreements orunderstandings between them on such subject matter.
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EXECUTION VERSION     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’sbreach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to theCompany, that the remedy of damages will not be adequate for the enforcement of such provisions,and that such provisions may be enforced by equitable relief, including injunctive relief, whichrelief shall be cumulative and in addition to any other relief to which the Company may beentitled.     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon andinure to the benefit of the heirs, executors, administrators, successors and assigns of therespective parties. Without the express written consent of the other party, neither the Company northe Executive may assign any duties or right or interest hereunder or right to receive any moneyhereunder and any such assignment shall be void; provided, however, that without the Executive’sconsent the Company may assign its rights and obligations hereunder in their entirety to anysuccessor to all or substantially all of its business, whether affected by merger or otherwise. Thepreceding sentence, however, shall not prevent the transfer of any right or interest to receive anymoney hereunder by the Executive by way of testamentary disposition or intestate succession. TheCompany shall require any successor or assign (whether direct or indirect, by purchase, merger,reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to allor a significant portion of the assets of the Company, by agreement in form and substancesatisfactory to the Executive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform if no such successionhad taken place. Regardless of whether such agreement is executed by a successor, this Agreementshall continue to be binding upon the Company and any successor and assign shall be deemed the“Company” for purposes of this Agreement.     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined inany circumstances to be invalid or unenforceable, such determination shall not affect or impair anyother provision of this Agreement or the enforcement of such provision in other appropriatecircumstances.     (f) NOTICES. All notices and other communications hereunder shall be in writing or bywritten telecommunication, and shall be deemed to have been duly given if delivered personally orif sent by overnight courier or by certified mail, return receipt requested, postage prepaid orsent by written telecommunication or telecopy, to the relevant address set forth below, or to suchother address as the recipient of such notice or communication shall have specified to the otherparty hereto in accordance with this Section 7(f):     If to the Company, to:Wheeling-Pittsburgh Steel Corporation