**Exhibit 10.5****EMPLOYMENT AGREEMENT**September 1, 2006This Agreement, effective as of the above date (the “Effective Date”), is by and between MichaelP. DiClemente, currently residing at 326 Cobblestone Circle, McKees Rocks, Pennsylvania15136 (the “Executive”), and WHEELING-PITTSBURGH STEEL CORPORATION, a corporationorganized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary ofWHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of the State ofDelaware (the “Parent”). Upon the Effective Date, the Agreement, dated as of February 15, 2006(the “Prior Agreement”), between the Company and the Executive shall terminate and be of no furtherforce or effect (with the exception of the indemnification and other provisions that arespecifically provided in such agreement to survive termination).In consideration of the covenants and conditions herein contained and other good and valuableconsideration, receipt of which is hereby acknowledged by each party, and intending to be legallybound, the parties hereby agree as follows:**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.**The Executive shall serve as the Vice President and Treasurer of the Company, with thoseauthorities, duties and responsibilities customary to that position and such other authorities,duties and responsibilities as the Board of Directors of Parent (the “Board”) or the Company’sPresident and Chief Executive Officer may reasonably assign the Executive from time to time. TheExecutive shall use his best efforts, including the highest standards of professional competenceand integrity, and shall devote substantially all his business time and effort, in and to hisemployment hereunder, and shall not engage in any other business activity which would conflict withthe rendition of his services hereunder, except that the Executive may hold directorships orrelated positions in charitable, educational or not-for-profit organizations, or directorships inbusiness organizations if approved in writing by the Chief Executive Officer, and make passiveinvestments, which do not interfere with the Executive’s day-to-day acquittal of hisresponsibilities to the Company.
 

 
**3. TERM.**     (a) General. This Agreement shall have effect as of the Effective Date, and shallremain in effect until the third anniversary of the Effective Date (the “Initial Employment Term”)or, if earlier, the date this Agreement and the Executive’s employment hereunder shall have beenterminated in accordance with the provisions of Section 5. The Executive’s employment under thisAgreement shall renew automatically for successive one (1)-year periods, unless at least ninety(90) days prior to the end of the Initial Employment Term or any subsequent anniversary of theEffective Date either party shall have given notice (“Termination Notice”) to the other party thatthe term of employment shall terminate on that anniversary date. The period from the EffectiveDate until this Agreement shall have expired in accordance with this Section or been terminated inaccordance with Section 5 is hereafter referred to as “the term hereof” or “the term of thisAgreement.”     (b) Survival of Certain Provisions. Notwithstanding anything else herein contained,the provisions of Sections 4(f), 4(g), 5, 6 and 7 hereof shall survive the termination ofthis Agreement and of the Executive’s employment hereunder (whether or not this Agreementterminates during its term or by non-renewal).**4. COMPENSATION.**In return for his services hereunder, the Executive shall be entitled to the following:     (a) Salary. The Company shall pay the Executive, in accordance with the Company’scustomary payroll practices for executives, salary at an annual rate no less than that in effect onthe Effective Date, subject to annual review and upward adjustment at the determination and solediscretion of the Board (as so adjusted, the Executive’s “Salary”).     (b) Bonus. In addition to the Salary, the Executive shall be to entitled toparticipate in the Company’s short-term incentive plans and programs for executives as the Boardmay establish from time to time, subject to the applicable terms and conditions of such plans andprograms and to the discretion of the Board or any administrative or other committee provided forin or contemplated by such plan or program, exercised in accordance with applicable law. The Boardmay also award other bonuses from time to time in its discretion.     (c) Long-Term Incentives. The Executive shall be eligible to participate in suchlong-term incentive plans and programs for executives as the Board may establish from time to time,subject to the applicable terms and conditions of such plans and programs and to the discretion ofthe Board or any administrative or other committee provided for in or contemplated by such plan orprogram, exercised in accordance with applicable law.     (d) Fringe Benefits. The Executive will be eligible for and entitled to participatein other benefits maintained by the Company for its senior executive officers, as such benefits maybe modified from time to time for all such employees, such as its
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medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis notless favorable than that applicable to peer executives of the Company. Any such participationshall be subject to (i) the terms of the applicable plan documents, (ii) generally applicablepolicies of the Company and (iii) the discretion of the Board or any administrative or othercommittee provided for in or contemplated by such plan, exercised in accordance with applicablelaw. The Executive will also be entitled to the following:          (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 determined 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) The use of a company car. The Company shall be responsible for the purchase price orlease payment and shall pay or reimburse all of the Executive’s expenses for gasoline for use ofthe Company car, and maintenance and insurance of his Company car, subject to such reasonablereporting requirements as may be specified by the Company and/or the Internal Revenue Service. TheExecutive shall keep and submit records of his business and personal use of the automobile. TheExecutive acknowledges that his personal use of the automobile will result in additional taxableincome to him.          (iv) Up to $10,000 per annum in reimbursement of legal and personal tax preparation andplanning assistance.          (v) Payment or reimbursement of the cost of membership for himself and his immediate family inone country club and business-related use thereof.          (vi) Payment or reimbursement of the cost, not covered by health insurance, of onecomprehensive physical examination during each year during the term of this Agreement.          (vii) Participation in the Company’s 2006 Supplemental Executive Retirement Plan.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 orrequired by applicable law.     (e) Business Expenses. The Executive will be entitled to reimbursement of allreasonable business expenses, in accordance with the Company’s policy as in effect from time totime and on a basis not less favorable than that applicable to other
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executives of the Company, including, without limitation, telephone, travel and entertainmentexpenses incurred by the Executive in connection with the business of the Company, subject to suchreasonable substantiation and documentation as may 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.The Company, 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. Expensesincurred by the Executive in defending a claim, action, suit, investigation or proceeding shall bepaid by the Company in advance of the final disposition thereof upon the receipt by the Company ofan undertaking by the Executive to repay such amount if it shall ultimately be determined that heis not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall notlimit any rights accruing to the Executive under any other agreement or contract or underapplicable law.     (g) Parachute Payment Taxes. Notwithstanding any other provisions of the Agreement,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 in part) to the excise tax imposed by Section4999 of 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-Up Payment”) in an amount such that after payment of the Executive of all taxes (includingany interest or penalties imposed with respect to such taxes), including without limitation anyincome taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amountequal to the Excise Tax.. All determinations required to be made under this Section 4(g),including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Paymentand the assumptions to be utilized in arriving at such determination, shall be made by theCompany’s accountants or such other certified public accounting firm reasonably acceptable to theCompany as may be designated by the Executive which shall provide detailed supporting calculationsboth to the Company and the Executive.
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**5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.**     (a) Termination. This Agreement and the Executive’s employment under this Agreementmay be terminated prior to its expiration under Section 3 in the following circumstances. On anytermination (including expiration of the term hereof), the Executive (or in the event of his death,his estate) shall be entitled to his then Salary and SERP contribution (as described in Section4(d)(vii)) earned or accrued but unpaid through the end of the month in which termination(including death) occurred but the Company shall have only such further obligations to theExecutive, if any, as are specified below under the applicable termination provisions.          (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 hisSalary 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 eligible for benefits under the Company’s 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 his then Salary and benefits,in lieu 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 insubparagraphs (A) and (C) below and the continuation of health insurance benefits described insubparagraph (B) below, subject to (D) below:          (A) Salary Payment. Under this subparagraph, the Executive shall be entitled toreceive a one-time payment in an amount equal to one (1) times his annual Salary at the highestannualized rate in effect during the one year immediately preceding such date, payable in a singlelump sum within thirty (30) days of termination.          (B) Health Care Continuation. If at his termination ofemployment by the Company without Cause the Executive is eligible to and timely elects continuedhealth coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of suchCOBRA Continuation (or for twelve (12) months, if less), the Company shall also pay that share ofthe premium cost of
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Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRAContinuation) in the Company’s group health plan as it pays for active employees of the Company andtheir dependents generally.          (C) Pro Rata Bonus. The Executive shall be entitled to a pro rata bonus in an amountdetermined under the terms of the applicable Company bonus plan, payable at the same time asexecutive bonuses are paid generally under the applicable Company bonus plan, but in no event laterthan March 15 of the year following the year in which the termination occurs.          (D) 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 two (2)times his annual Salary at the highest annualized rate in effect during the one year immediatelypreceding the date of the Change of Control, payable in a single lump sum within thirty (30) daysof termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation undersubparagraph (B) above (but in this event, for a maximum of eighteen (18) months) and a pro ratabonus as determined under subparagraph (C) above. Anything in this Agreement to the contrarynotwithstanding, if the Executive’s employment with the Company is terminated other than for Causeprior to the date on which a Change of Control occurs, and it is reasonably demonstrated that suchtermination (i) was at the request of a third party who has taken steps reasonably calculated toeffect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Changein Control then for all purposes of this Agreement the date of the Change in Control shall mean thedate immediately prior to the date of such termination.          (v) By the Executive. Executive may terminate his employment and this Agreement forany or no reason whatsoever at any time upon sixty (60) days’ notice.          (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 (C) of paragraph (iv) above.          (B) Effect of Change of Control. In the event the Executive gives such notice withinthe period of thirty (30) days beginning six (6) months immediately following a Change of Control,regardless of whether the Executive has Good Reason to terminate his employment, he shall receivethe identical benefits as if the termination had occurred under Section 5(a)(iv)(D) above. In theevent that at any time within one (1) year following a Change of Control the Executive gives suchnotice for and within sixty (60) days of having Good Reason, he shall receive the identicalbenefits as if the
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termination had occurred under Section 5(a)(iv)(D) above. Anything in this Agreement to thecontrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date onwhich 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 gives a Termination Notice underSection 3(a), then upon the expiration of the term of this Agreement, if the Executive is thenemployed, the Executive shall be entitled to receive an amount equal to the monthly equivalent ofhis Salary (at the highest annualized rate in effect during the one year immediately preceding suchdate), multiplied by his full years and fraction of year of service with the Company, itsaffiliates and their predecessors (but not more than one (1) times his annual Salary at the highestannualized rate in effect during the one year immediately preceding the date of termination)payable in a single lump sum within thirty (30) days of the expiration of the term of thisAgreement, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonusunder subparagraph (C) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi)shall be reduced (but not below zero) by the amount of any other cash severance benefit to whichthe Executive may then be entitled under any general severance 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 theUnited States or any state or political subdivisions thereof; (B) committed a breach of duty ofloyalty which is materially detrimental to the Company; (C) materially violated any provision ofSection 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties orguidelines of employment or to follow the directives of the Board (which are not unlawful toperform or to adhere to or follow and which are within the scope of Executive’s duties) following awritten warning that if such failure continues it will be deemed a basis for a “For Cause”dismissal; or (E) acted with gross negligence or willful misconduct in the performance of theExecutive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful”unless done, or
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omitted to be done, by the Executive not in good faith and without reasonable belief that theExecutive’s act, or failure to act, was in the best interest of the Company. Following a Change ofControl, 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, there is a change inthe composition of the Board such that a majority of the members of the Board (rounded up to thenext whole number, if a fraction) ceases to be composed of individuals who either (1) have beenmembers of the Board continuously since the beginning of the 36-month period referred to above or(2) have been elected or nominated for election as Board members during such period by at least amajority of the members Board described in the preceding clause (1) who were still in office at thetime that election or nomination was approved by the Board, provided, however, that a Change ofControl shall be deemed to have occurred in any event if, by reason of one or more actual orthreatened proxy contests for the election of directors or otherwise, a majority of the Board shallconsist of individuals, other than directors referred to in clause (1) above, whose election asmembers of the Board occur within such 36-month period at the request or on behalf of the sameperson or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Actof 1934, as amended and in effect from time to time).          (iii) “Good Reason” means (A) the assignment to the Executive of any duties materiallyinconsistent with the Executive’s status as a senior executive officer of the Company or ameaningful alteration, adverse to the Executive, in the nature or status of the Executive’sresponsibilities (other than reporting responsibilities); (B) permanent relocation of his principalplace of employment to a location more than seventy-five miles distant from his principal place ofemployment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual basesalary as in effect on the date hereof or as the same may be increased from time to time except foracross-the-board salary reductions similarly affecting all senior executives of the Company and allsenior executives of any person in control of the Company; (D) the failure by the Company tocontinue in effect any compensation plan in which the Executive participates which is material tothe Executive’s total compensation, or the
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failure by the Company to continue the Executive’s participation therein on a basis notmaterially less favorable, both in terms of the amount of benefits provided and the level of theExecutive’s participation relative to other participants; or (E) the failure by the Company tocontinue to provide the Executive with benefits substantially similar to those enjoyed by theExecutive under any of the Company’s pension, life insurance, medical, health and accident, ordisability plans at any time subsequent to the Effective Date, or the taking of any action by theCompany which would directly or indirectly materially reduce any of such benefits or deprive theExecutive of any material fringe benefit enjoyed by the Executive at any time subsequent to theEffective Date. Notwithstanding the foregoing, the events described in (D) and (E) above shall notconstitute “Good Reason” where they are the direct result of the elimination or modification ofbenefit plans or arrangements by the Company with respect to employees 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 such position.On request 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, except as otherwise provided in subsection(a)(vi) the amount of any payment or benefit provided for by this Section shall not be reduced byany compensation earned by the Executive as the result of employment by another employer,retirement benefits, by offset against any amount claimed to be owed by the Executive to theCompany, or otherwise.     (e) Release of Claims. Notwithstanding the foregoing, the Executive shall not beentitled to any additional amounts under this Section unless no later than twenty-one (21) daysfollowing his termination he shall have executed and delivered to the Company a general release ofclaims in the form 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.**6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.**
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     (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) during the term hereof, he will not, directly or indirectly, either as a principal, agent,employee, employer, stockholder,co-partner or in any other capacity whatsoever, engage in anyoutside activity, whether or not competitive with the business of the Company, that couldforeseeably give rise to a conflict of interest or otherwise interfere with his duties andobligations to the Company;          (ii) during the term hereof, and after the term for any Termination Payment Term (as definedin (iii) below), he will not, directly or indirectly, either as a principal, agent, employee,employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt tohire, or assist others in soliciting, hiring or attempting to hire, any individual employed by theCompany at any time while the
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Executive was also so employed, or encourage any such individual to terminate his or herrelationship with the Company; and          (iii) during the term hereof, and after the term for any Termination Payment Term (as definedbelow), he will not directly or indirectly, either as a principal, agent, employee, employer,stockholder, co-partner or in any other capacity whatsoever, engage in or undertake any planningfor any activity which is significantly competitive with the business of the Company, as conductedor under consideration at any time during his employment by the Company. The “Termination PaymentTerm” shall be the period of time, if any, corresponding to the amount of any lump-sum receivedupon termination of the Executive’s employment under Sections 5(a)(iv)(A) or (D), Section 5(a)(v)or Section 5(a)(vi). Other benefits received upon termination, such as pro rata profit sharing andpayments for COBRA, shall not be included when calculating the Termination Payment Term. Forexample, and solely for purposes of clarification, if the Executive is entitled to a lump sumpayment equal to 2 times his annual Salary, then the Termination Payment Term would be 2 years, andthe Executive would be bound by the above prohibition for a period of two years after histermination.     (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, anyAffiliate of the Company, or their respective principals or management, whether or not during theterm of this Agreement, the Executive agrees not to bring any legal
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proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale,financing, refinancing, development, establishment or operation of any business venture or entityin which any of such persons or entities has any interest.**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.     (c) 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.     (d) 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.     (e) 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(e):
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If to the Company, to:Wheeling-Pittsburgh Steel Corporation