**Exhibit 10.16(c)**

EXECUTION VERSION 

**AMENDED AND RESTATED**

**EMPLOYMENT AGREEMENT**

April 25, 2008 

This Amended and Restated Employment Agreement (“**Agreement**”), effective as of April 25, 2008 (the “**EffectiveDate**”), by and between PAUL J. MOONEY, currently residing at                                                 (the “**Executive**”) and Esmark Incorporated, a Delaware corporation (the “**Company**”). 

This Agreement supersedes and replaces that certain Amended and Restated Employment Agreement, dated July 17, 2007, between Wheeling-Pittsburgh Steel Corporation, a wholly-owned subsidiary of the Company(“**WPSC**”), and the Executive (the “**Prior Agreement**”). In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by eachparty, the parties hereby agree as follows: 

**1. EMPLOYMENT.** The Company shall employ the Executive commencing on the Effective Date,and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein. 

**2. DUTIES AND AUTHORITY.**Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company and ultimate parent of the Company, the Chief Financial Officer of Wheeling-Pittsburgh Corporation (“**WPC**”) and the Chief FinancialOfficer of WPSC, and report to the President of the ultimate parent of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors ofthe ultimate parent of the Company (the “**Board**”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shalldevote substantially all of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may holddirectorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the Board, and make passive investments, which do not unreasonably interfere with theExecutive’s day-to-day acquittal of his responsibilities to the Company and its Affiliates. 

**3. TERM**. 

(a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until the first anniversary of the EffectiveDate, subject to earlier termination under Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section 3 or been terminated inaccordance with Section 5, Section 6 or Section 7 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for anadditional year as of the first anniversary of the Effective Date and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “**Renewal Date**”) unless at least one hundred and twenty(120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended. 

(b) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisionsof Section 4 through and including Section 10 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder. 

**4. COMPENSATION**. In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below,(ii) bonuses, to the extent provided below, (iii) long-term incentives, and (iv) certain fringe benefits, to the extent provided below. 

(a) SALARY. At the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $340,000, subject to annualreview and upward adjustment at the determination of the Board or Compensation Committee of the Board (the “**Compensation Committee**”) (as so adjusted, the Executive’s “**Salary**”). 

(b) SIGNING BONUS. The Executive acknowledges his receipt of a $200,000 signing bonus (“**Signing Bonus**”) from the Company prior tothe date hereof, in consideration for Executive’s execution of this Agreement and employment hereunder. 

(c) RETENTION BONUS.Within ten (10) business days after each month end from the Effective Date through June 30, 2008 (the “**Retention Date**”), the Company shall pay to Executive $86,667 (the “**Retention Bonuses**”);*provided*, *however*, that no such Retention Bonus shall be payable in any month in which or at any time thereafter in the event that Executive (i) is terminated for Conviction or (ii) terminates this Agreement and hisemployment hereunder pursuant to Section 5(e)(ii). 

(d) BONUS. In addition to Salary and at the discretion of the Boardor Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board or Compensation Committee. The Board may also award otherbonuses from time to time in its discretion. 

(e) LONG-TERM INCENTIVES. The Executive shall be awarded such equity incentive awardsas the Board or the Compensation Committee shall determine from time to time in their discretion, including without limitation, restricted stock unit awards. The Executive may be eligible to participate in other long-term incentive plans andprograms as the Board or the Compensation Committee may deem appropriate from time to time. Notwithstanding anything contained herein to the contrary, all of Executive’s unvested equity and other long-term incentive awards of the Company shallfully vest on the date of a Trigger Event. 

(f) RESTRICTED STOCK UNITS. Allrestricted stock unit awards granted to Executive as of the Effective Date shall continue to vest as scheduled, and to the extent not vested as of the Retention Date, then the Company shall cause such restricted stock units to then vest *providedthat* the Executive is employed by the Company as of the Retention Date. The Company shall cause one-third (1/3) of any restricted stock units granted to Executive in 2008 to vest on the Retention Date. 

 

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(g) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in otherbenefits maintained by the Company and/or its subsidiaries for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), defined contribution pension plan,accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other comparable executives of the Company and/or its subsidiaries. Any such participation shall be subject to (i) the terms of theapplicable plan documents, (ii) generally applicable policies of the Company and/or its subsidiaries and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised inaccordance with applicable law. The Executive will also be entitled to the following: 

(i) Subject to the Company’sstandard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s and/or its subsidiaries’ general vacation policies), without reduction in Salary, to be taken at such timesand intervals as shall be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time. 

(ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as aresuitable to the Executive’s position and adequate for the performance of the Executive’s duties. 

(iii) Payment orreimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement. 

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by theCompany’s vacation pay policies as in effect from time to time. 

(h) EXPENSES. The Executive will be entitled to reimbursementof all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel andentertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company. 

(i) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause any subsidiaries or Affiliates it may now or hereafterhave to, indemnify the Executive 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 and positions with the Company andits current or future subsidiaries as contemplated by this Agreement, *provided that* the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faithin the reasonable 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 parent corporations and subsidiaries, hereby confirms that the occupancy of alloffices and positions which in the future are or were occupied or held by the Executive in connection with his 

 

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employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its parent corporations andsubsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its parent corporations and subsidiaries.Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repaysuch amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or underapplicable law. 

(j) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any paymentor benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Trigger Event or the termination of the Executive’s employment (all such payments andbenefits, the “**Total Payments**”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 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 by the Executive of all taxes (including any interest or penaltiesimposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the TotalPayments). All determinations required to be made under this Section 4(j), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at suchdetermination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to theCompany and the Executive. No Gross-Up Payment shall be made before six (6) months and one (1) day after the Executive’s termination of employment or if the Executive is a Specified Employee as defined in Section 8(f)later than the end of the Executive’s taxable year next following the taxable year in which the Executive paid the Excise Tax. 

(k) EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges and agrees that the Signing Bonus and the Retention Bonuses are in lieu of any payments (other than payments under the Company’s or its subsidiaries’ SupplementalExecutive Retirement Plan (“**SERP**”) and for COBRA Continuation) that would be required to be made by the WPSC or its Affiliates as a result of any Change of Control event that occurred on or prior to the Effective Date pursuant tothe Prior Agreement. 

 

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**5. TERMINATION OF EMPLOYMENT ON OR PRIOR TO THE RETENTION DATE AND EFFECTS THEREOF**. This Agreementand the Executive’s employment under this Agreement may be terminated on or prior to the Retention Date only in the following circumstances. The Company shall have only such obligations to the Executive (or in the event of his death, hisestate), if any, as are specified below under the applicable termination provision. 

(a) UPON DEATH. In the event of theExecutive’s death on or prior to the Retention Date, the Executive’s employment hereunder shall immediately and automatically terminate and Executive (or his estate) shall be entitled to the following: 

(i) Executive’s then Salary earned or accrued but unpaid through the date of termination, payable in accordance with theCompany’s customary payroll practices; 

(ii) any unpaid Retention Bonuses, payable in a single lump sum within thirty(30) days of termination; 

(iii) the Company shall cause all of the Executive’s equity and other long-termincentive awards to fully vest and cause any stock options or stock appreciation rights held by the Executive at the time of termination to remain exercisable for ninety (90) days following such termination; and 

(iv) if at the time immediately prior to Executive’s termination the Executive (and his eligible dependents) was eligible to electcontinued health coverage under Sections 601-607 of ERISA (“**COBRA Continuation**”) then, for a period of eighteen (18) months from such timely election, the Company shall also pay that share of the premium cost ofExecutive’s COBRA Continuation (and that of his eligible dependents’ electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally; and 

(v) Executive’s SERP contribution earned or accrued but unpaid through the date of termination. 

The payments and benefits listed in subparagraphs (i) through and including (v) of this Section 5(a) shall be collectively referredto herein as the “**Retention Benefits**”. 

(b) AS A RESULT OF DISABILITY. In the event that the Executive becomesdisabled within the meaning of the Company’s then applicable long-term disability plan on or prior to the Retention Date, the Company may terminate the Executive’s employment upon notice to the Executive. In the event of termination fordisability on or prior to the Retention Date, the Executive shall be entitled to the Retention Benefits. 

(c) BY THE COMPANY FORCONVICTION. The Company may terminate the Executive’s employment for Conviction (as defined in Section 8(a)(i) below) at any time on or prior to the Retention Date upon notice to the Executive. In the event of terminationfor Conviction, the Executive shall not be entitled to the Retention Benefits but shall receive only his then Salary earned or accrued through the date of termination. 

 

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(d) BY THE COMPANY OTHER THAN FOR CONVICTION. The Company may terminate Executive’semployment other than for Conviction upon thirty (30) days notice to the Executive (or at the Company’s option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). Inthe event of such termination on or prior to the Retention Date, Executive (or in the event of his death following termination, his estate) shall be entitled to the Retention Benefits, subject to Section 7. 

(e) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reason whatsoever on or prior to the Retention Date,with thirty (30) days’ written notice to the Company of such resignation. 

(i) GOOD REASON. Subject toSection 7(b), in the event that the Executive (i) gives the Company thirty (30) days’ advance written notice that Executive is terminating his employment for Good Reason, (ii) Executive has given such notice withinsixty (60) days of having Good Reason, and (iii) the Company has not cured the event of Good Reason for which Executive provided notice within thirty (30) days from receipt of such notice, then on the effective date of his resignationhe shall be entitled to receive the Retention Benefits. 

(ii) RESIGNATION WITHOUT GOOD REASON. In the event thatExecutive resigns other than in the circumstances described in subparagraph (i) above or in Section 7(b) on or prior to the Retention Date and gives the Company thirty (30) day’s advance written notice of such resignation,the Executive shall not be entitled to the Retention Benefits but shall receive only his then Salary earned or accrued through the date of termination. The Company may at its sole option waive the requirement of advance notice and decline to acceptthe Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period(and will be deemed an employee for such period). 

**6. TERMINATION FOLLOWING THE RETENTION DATE AND EFFECTS THEREOF**. This Agreementand the Executive’s employment under this Agreement may be terminated following the Retention Date only in the following circumstances. The Company shall have only such obligations to the Executive (or in the event of his death, his estate), ifany, as are specified below under the applicable termination provision. 

(a) UPON DEATH. In the event of the Executive’s deathfollowing the Retention Date but during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate and the Executive (or his estate) shall be entitled to a payment from the Company, equal to:(A) his then Salary earned but unpaid through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination, plus (B) the dollar equivalent of accrued vacation and unreimbursedexpenses through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination, plus (C) any earned but unpaid bonuses, payable in a single lump sum within thirty (30) days oftermination, plus (D) a pro-rata (based on time employed during the year) annual bonus, in an amount determined under the terms of the applicable Company bonus plan, payable at the same time as executive bonuses are paid generally under theapplicable Company bonus 

 

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plan, but in no event later than March 15 of the year following the year in which termination occurred and plus (E) Executive’s SERPcontribution earned and accrued but unpaid through the date of termination. Additionally, the Company shall cause all of the Executive’s equity and other long-term incentive awards to fully vest, cause any stock options or stock appreciationrights held by the Executive at the time of death to remain exercisable for six (6) months following such death and provide COBRA Continuation in accordance with Section 6(d)(v) below, notwithstanding Section 6(d)(v) fora period of thirty-six (36) months. 

(b) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled followingthe Retention Date but during the term hereof within the meaning of the Company’s and/or its subsidiaries’ then applicable long-term disability plan, the Company may terminate the Executive’s employment upon notice to the Executive.In the event of termination for disability, the Executive shall be entitled to a payment from Company, equal to (A) his then Salary earned but unpaid through the end of the month in which termination occurred, payable in a single lump sumwithin thirty (30) days of termination, plus (B) the dollar equivalent of accrued vacation and unreimbursed expenses through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days oftermination, plus (C) any earned but unpaid bonuses, payable in a single lump sum within thirty (30) days of termination, plus (D) a pro-rata (based on time employed during the year) annual bonus, in an amount determined under theterms of the applicable Company bonus plan, payable at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which terminationoccurred and plus (E) Executive’s SERP contribution earned and accrued but unpaid through the date of termination. Additionally, the Company shall cause all of the Executive’s equity and other long-term incentive awards to fully vest,cause any stock options or stock appreciation rights held by the Executive at the time of termination to remain exercisable for ninety (90) days following such termination and provide COBRA Continuation in accordance withSection 6(d)(v) below. 

(c) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment forCause (as defined in Section 8(a) below) at any time following the Retention Date but during the term hereof upon notice to the Executive setting forth in reasonable detail the nature of such Cause. In the event of theExecutive’s termination for Cause following the Retention Date but during the term hereof, the Executive shall be entitled to his then Salary earned but unpaid through the end of the month in which termination occurred, payable in a single lumpsum within thirty (30) days of termination. 

(d) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminateExecutive’s employment other than for Cause following the Retention Date upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, inlieu of such notice). In the event of such termination following the Retention Date but during the term hereof, other than as provided in Section 7(a), Executive (or in the event of his death following termination, his estate) shall beentitled only to the additional amounts and benefits described in subparagraphs (i) through and including (vi) below. 

 

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(i) Unpaid Base Salary. The Company shall pay to Executive his then Salary earnedbut unpaid through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination. 

(ii) Accrued Vacation, Expenses and Bonus Payments. The Executive shall be entitled to a payment from the Company equal to (i) the dollar equivalent of accrued vacation and unreimbursed expenses throughthe end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination, plus (ii) any earned but unpaid bonuses, payable in a single lump sum within thirty (30) days of termination,plus (iii) the amount equal to one hundred percent (100%) of the Executive’s annual target bonus for the year of termination, payable in a single lump sum at the same time as executive bonuses are paid generally under the applicableCompany bonus plan, but in no event later than March 15 of the year following the year in which termination occurs. 

(iii) Salary Continuation. The Company shall continue to make Salary payments (in the amount of the Executive’s Salary immediately before the termination) to the Executive for one (1) year from the date of termination inaccordance with the Company’s customary payroll practices prior to such termination; provided that if the Executive is a Specified Employee, Salary payments due during the first six (6) months shall be accumulated and paid in a lump sumsix (6) months and one (1) day after the termination. 

(iv) Vesting of Long-Term Incentives and StockOptions/Rights. The Company shall cause (i) all of the Executive’s equity and other long-term incentive awards to fully vest and (ii) any stock options or stock appreciation rights held by the Executive at the time of terminationto remain exercisable for ninety (90) days following such termination. 

(v) Health Care Continuation. If atExecutive’s termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“**COBRA Continuation**”) then, for a period of eighteen(18) months from such election, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s or itssubsidiaries’ group health plan as it pays for active employees of the Company and their dependents generally. 

(vi)Executive’s SERP contribution earned and accrued but unpaid through the date of termination. 

(e) BY THE EXECUTIVE. Executivemay terminate his employment and this Agreement for any or no reason whatsoever at any time following the Retention Date but during the term hereof. 

(i) GOOD REASON. Except as provided in Section 7(b), in the event the Executive (i) gives the Company such ninety (90) days’ advance written notice that the 

 

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Executive is terminating his employment for Good Reason, (ii) Executive has given such notice within sixty (60) days of having Good Reason and(iii) the Company has not cured the event of Good Reason for which Executive provided notice within thirty (30) days from receipt of such notice, then on the effective date of his resignation he shall be entitled to receive the amounts andbenefits described in Section 6(d)(i) through and including Section 6(d)(vi). 

(ii) RESIGNATIONWITHOUT GOOD REASON. In the event the Executive resigns at any time following the Retention Date but during the term hereof other than in the circumstances described in subparagraph (i) above and Section 7(b), and gives theCompany sixty (60) days’ advance written notice of such resignation, the Executive shall be entitled to his then Salary and SERP contribution earned but unpaid through the end of the month in which termination occurred, payable in a singlelump sum within thirty (30) days of termination. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event,Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period). 

**7. EFFECT OF A TRIGGER EVENT**. 

(a)TERMINATION BY THE COMPANY AFTER A TRIGGER EVENT. The Company may terminate the Executive’s employment (i) other than for Conviction on or prior to the Retention Date or (ii) other than for Cause following the Retention Datebut during the term hereof upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice) within one (1) year aftera Trigger Event. In the event of such termination within one year after a Trigger Event, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts and benefits described insubparagraphs (i) through and including (v) below: 

(i) Unpaid Base Salary. The Company shall pay toExecutive his then Salary earned but unpaid through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination; 

(ii) Payment in Lieu of Salary and Bonus. The Executive shall be entitled to receive a payment from the Company, equal to(A) two (2) times his Salary at the highest annualized rate in effect during the one (1) year immediately preceding the date of the Trigger Event, payable in a single lump sum fifteen (15) days after the termination or, if theExecutive is a Specified Employee, six (6) months and one (1) day after the termination, plus (B) two (2) times his maximum annual bonus, payable in a single lump sum fifteen (15) days after the termination or, if theExecutive is a Specified Employee, six (6) months and one (1) day after the termination, plus (C) any earned but unpaid bonuses, payable in a single lump sum within thirty (30) days of termination; 

(iii) Accrued Vacation and Expenses. The Executive shall be entitled to a payment from the Company equal to the dollar equivalentof accrued vacation and unreimbursed expenses through the end of the month in which termination occurred, payable in a single lump sum within thirty (30) days of termination; 

 

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(iv) Vesting of Long-Term Incentives and Stock Options/Rights. The Company shall(A) cause all equity and other long-term incentive awards held by Executive to fully vest as of the time of termination and (B) provide COBRA Continuation in accordance with Section 6(d)(v) above; and 

(v) SERP Contribution. Executive’s SERP contribution earned and accrued but unpaid through the date of termination.

Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other thanfor Cause prior to the date on which a Trigger Event occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Trigger Event or(ii) otherwise arose in connection with or anticipation of a Trigger Event then for all purposes of this Agreement the date of the Trigger Event shall mean the date immediately prior to the date of such termination. 

(b) TERMINATION BY EXECUTIVE AFTER A TRIGGER EVENT. 

(i) Executive may terminate his employment by giving written notice of termination to the Company at any time during the thirty (30) day period immediately following the six (6) month anniversary of the dateof a Change of Control and be entitled to receive the amounts and benefits described in Section 7(a) above. 

(ii) Also, in the event that the Executive (A) gives the Company ninety (90) days’ advance written notice that Executive is terminating his employment for Good Reason, (B) Executive has given such notice within sixty(60) days of having Good Reason, (C) the Company has not cured the event of Good Reason for which Executive provide notice within thirty (30) days from receipt of such notice, and (D) the notice is provided within the firsttwelve (12) months after a Trigger Event, then on the effective date of his resignation Executive shall be entitled to receive the amounts and benefits described in Section 7(a) above. 

(iii) Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date onwhich a Trigger Event occurs, and it is reasonably demonstrated that such circumstances occurred at the request of a third party who has taken steps reasonably calculated to effect a Trigger Event or otherwise arose in connection with oranticipation of a Trigger Event, then for all purposes of this Agreement the date of the Trigger Event shall mean the date immediately prior to the occurrence of such circumstances. 

**8. DEFINITIONS**. For the purposes of Section 5, Section 6 and Section 7: 

(a) “**Cause**” means the Executive has: (i) been convicted of, or has pled guilty or nolo contendere to any felony (a“**Conviction**”), or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (ii) committed a 

 

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breach of duty of loyalty which a third-party neutral arbitrator determines is materially detrimental to the Company; (iii) materially violated anyprovision of Section 9 of this Agreement; (iv) willfully failed to substantially perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to performor to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (v) acted with willfulmisconduct in the performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonablebelief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (iv) above shall be deleted from this definition of “Cause.” 

(b) “**Change of Control**” means the occurrence of any of the following: (i) a merger or consolidation of the Company with or intoanother person or the sale, transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% ofthe total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined votingpower of the Company immediately prior to that transaction; (ii) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than theCompany or an Affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the totalcombined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; (iii) over a period of thirty-six (36) consecutive months or less from theEffective Date, there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of theBoard continuously since the beginning of the thirty-six (36) month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described inthe preceding clause (1) who were still 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 of one ormore actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur withinsuch thirty-six (36) month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time),(iv) funds managed by the Company’s largest shareholder, Franklin Mutual Advisors LLC (“**Franklin**”), increase their collective ownership of outstanding capital stock of the Company to greater than seventy percent (70%),(v) funds managed by Franklin reduce their collective ownership of outstanding capital stock of the Company to twenty-five percent (25%) or less and any one or more acquirers of stock from Franklin, acting individually or as a group,acquire twenty percent (20%) or more of the outstanding stock of the Company, (vi) a change of the majority of the Board’s composition in a contested election, or (vii) the liquidation or dissolution of the Company (other than adissolution occurring upon a merger or consolidation thereof). 

 

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(c) “**Good Reason**” means (i) the assignment to the Executive of any dutiesinconsistent with the Executive’s status as Executive Vice President and Chief Financial Officer of the Company and ultimate parent of the Company, Chief Financial Officer of WPC and Chief Financial Officer of WPSC, or a meaningful alteration,adverse to the Executive, in the nature or status of the Executive’s responsibilities (including reporting responsibilities); (ii) permanent relocation of his principal place of employment to a location more than seventy-five(75) miles distant from his principal place of employment as of the Effective Date; provided that a permanent relocation of Executive’s principal place of employment to Wexford, PA shall not constitute an event of Good Reason pursuant tothis clause (ii); (iii) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affectingall senior executives of the Company and all senior executives of any person in control of the Company; (iv) the failure by the Company and/or its subsidiaries to continue in effect any compensation plan in which the Executive participateswhich is material to the Executive’s total compensation, including without limitation equity compensation plans and programs, or the failure by the Company to continue the Executive’s participation therein on a basis not materially lessfavorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; (v) 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 or its subsidiaries’ pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any actionby the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date, (vi) a failure of theCompany to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the stock or assets of the Company within fifteen (15) days after a merger, consolidation, sale or similartransaction or (vii) a material breach by the Company of this Agreement. Notwithstanding the foregoing, the events described in (iv) and (v) 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 to employees generally. 

(d) “**DownstreamOperations Event**” means the occurrence of either of the following: (i) a merger or consolidation of Esmark Steel Service Group, Inc., a Delaware corporation (“**ESSG**”), with or into another person or the sale, transfer,or other disposition of all or substantially all of ESSG’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of thesurvivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company immediately prior tothat transaction; or (ii) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Company or an Affiliate, directly orindirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under said Exchange Act) of securities possessing more than 50% of the total combined voting power of ESSG’s outstandingsecurities. 

(e) “**Mill Operations Event**” means the occurrence of either of the following: (i) a merger orconsolidation of the WPC or WPSC with or into another person or the sale, transfer, or 

 

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other disposition of all or substantially all of the WPC’s or WPSC’s assets to one or more other persons in a single transaction or series ofrelated transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (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 the Company immediately prior to that transaction; or (ii) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of1934, as amended and in effect from time to time), other than the Company or an Affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said ExchangeAct) of securities possessing more than 50% of the total combined voting power of WPC’s or WPSC’s outstanding securities. 

(f)“**Specified Employee**” means a specified employee as defined in Section 409A of the Code and applicable regulations as of the date of the Executive’s termination. 

(g) “**Trigger Event**” means the occurrence of any of a Change of Control, Mill Operations Event or a Downstream Operations Event.

**9. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT**. 

(a) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company forany reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any Affiliate, and shall be without any of the authority of or responsible for any position. On request of theBoard, at any time following the Executive’s termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors or any other officership or directorship of the Company orany subsidiary or Affiliate of Company. 

(b) NO OBLIGATION TO MITIGATE. The Executive shall not be required to seek other employmentor income to reduce any amounts payable to the Executive by the Company under Section 5, Section 6 or Section 7. Further, the amount of any payment or benefit provided for by Section 5,Section 6 or Section 7 shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amounts claimed to be owed by the Executiveto the Company, or otherwise. 

(c) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to anypayments under Section 5, Section 6 or Section 7 unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the formattached hereto as Exhibit A. 

(d) 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 this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonablydetermines to be necessary or advisable to be in 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 bySection 409A. 

 

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(e) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Companyconstitute Confidential Information. The term “**Confidential Information**” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidentialrelationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an “**Affiliate**”) and their respective employees, officers and partners), and relating to the Company’s orany Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, productapplications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company and its Affiliates, or which the Executive may acquire ormay have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all ConfidentialInformation and all of the affairs of the Company and its Affiliates confidential, and will not, except (i) as necessary for the performance of his responsibilities hereunder or (ii) as required by judicial process and after three(3) days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of theCompany and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunderor is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations. 

(f) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive willpromptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company and its Affiliates including without limitation any documents incorporating, reflecting or reproducing in whole orin part any Confidential Information, credit cards, and the like. 

(g) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

(i) except as agreed by the Board, during the term hereof, the Executive will not, directly or indirectly, either as aprincipal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict ofinterest or otherwise interfere with his duties and obligations to the Company; 

(ii) during the term hereof and for twelve(12) months after the term, the Executive 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 to hire, or assist others insoliciting, hiring or attempting to hire, any individual employed 

 

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by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company;*provided*, *however*, that nothing in this Section 9(g) shall be deemed to prohibit Executive from: (A) making general solicitations of employment published in newspapers, trade journals or other publications of generalcirculation; or (B) employing individuals who have terminated their employment with the Company; 

(iii) during the termhereof and for twelve (12) months after the term, the Executive 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 competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; *provided that* (A) an ownership interest by Executive of one percent(1%) or less in any outstanding equity securities of any company which is competitive with the business of the Company whose equity securities are listed on a national securities exchange, national or capital markets or traded in theover-the-counter bulletin board or (B) Executive’s employment by or otherwise association with a business or entity of which a subsidiary, division, segment, unit, etc. is in material direct competition with the Company or subsidiary ofthe Company but as to which such subsidiary, division, segment, unit, etc. the Executive has no direct or indirect responsibility or involvement, so long as the Executive does not breach the confidentiality obligations hereunder, shall not beprohibited and shall not constitute activity which is competitive with the business of the Company. 

(h) INJUNCTIVE RELIEF. TheExecutive acknowledges that a breach of any of the covenants contained in this Section 9 may result in material, irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measuredamages for such injuries precisely and that, in the event of such a breach or threat of breach, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive fromengaging in activities prohibited by this Section 9 or such other relief as may be required to specifically enforce any of the covenants in this Section 9. The Executive agrees and consents that injunctive relief may besought in any state or federal court of record in the Commonwealth of Pennsylvania, or in the state and county in which a violation may occur or in any other court having jurisdiction, at the election of the Company; to the extent that the Companyseeks 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 Executive agrees and submits to personal jurisdiction before each andevery court designated above for that purpose. 

(i) BLUE-PENCILLING. The parties consider the covenants and restrictions containedin this Section 9 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, suchcovenant or restriction shall be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective. 

 

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(j) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to theExecutive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legalaction to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest. 

**10. MISCELLANEOUS**. 

(a) FREEDOM TOCONTRACT. The Executive represents that he is free to enter into this Agreement 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 withthis Agreement. 

(b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on thesubject matter hereof and supersedes any other agreements or understandings between them on such subject matter. In the event of any inconsistency between this Agreement and any plan, policy or program of the Company or any agreement or instrumentbetween the Company and the Executive with respect to the vesting of long-term incentive awards, including grants of restricted stock of the Company, the terms of this Agreement shall govern. 

(c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Section 9 orSection 10 of this Agreement may cause irreparable harm to the Company, 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, includinginjunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled. 

(d)BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the otherparty or parties, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; *provided*, *however*, that without theExecutive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall notprevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase,merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assumeand agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shallcontinue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement. 

 

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(e) SEVERABILITY. In the event any provision of this Agreement shall be determined in anycircumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances. 

(f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have beenduly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address asthe recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 10(f): 

If to the Company, to: 

Esmark Incorporated 

1134 Market Street 

Wheeling, WV 26003 

Attention: Chief Executive Officer 

Telecopy:304-234-2690 

with a copy to the Company’s Senior Vice President, Human Resources at the same address. 

If to the Executive, at his last residence shown on the records of the Company. 

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent,(iii) if mailed, two (2) days after being mailed as described above and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report. 

(g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 10(c) above any dispute hereunder, or otherwiserelating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutuallyagreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action ormatter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably havebeen discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction toaward punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost thatExecutive would not be required to 

 

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bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided inSection 10(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute orcontract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. Ifthere is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining partywithin one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. 

(h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OROTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES. 

(i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or allof his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’sreasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate. 

(j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto. 

(k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affectits meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided inSection 10(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilegepreclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and thesame instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart. 

(l)GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania. 

 

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(m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook,policy manual, plan, rule, regulation or any other document, the provisions of this Agreement shall take precedent. 

(n) CONSULTATIONWITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Companyhas not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement. 

(o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state orlocal law. 

(p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registeredunder the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the commonstock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective. 

**(Signatures appear on the following page.)**

 

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first abovewritten. 

 
**ESMARK INCORPORATED**By: 
/s/ J. Gregory Pilewicz
Name: J. Gregory PilewiczTitle: Senior Vice President**EXECUTIVE:**By: 
/s/ Paul J. Mooney
 PAUL J. MOONEY
 

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**GUARANTEE**

Wheeling-Pittsburgh Steel Corporation (“WPSC”) hereby absolutely, irrevocably and unconditionally guarantees, for so long as a majority of the issued and outstanding capital stock of WPSC is owned, directly or indirectly, byEsmark Incorporated, the prompt and punctual (i) payment when due and at all times thereafter of all salary, bonus, incentive payments, fringe benefits or other compensation and any other sums due or which may become due thereon or under thisAgreement and (ii) performance and observance by the Company of all the terms, covenants and conditions of this Agreement, whether according to the present terms thereof or as such terms may hereafter at any time from time to time be amended,supplemented, renewed, extended, waived or otherwise modified whether or not with notice to, or the consent of WPSC. 

 
**WHEELING-PITTSBURGH STEEL CORPORATION**By: 
/s/ J. Gregory Pilewicz
Name: J. Gregory PilewiczTitle: Senior Vice President
Esmark Steel Service Group (“ESSG”) hereby absolutely, irrevocably and unconditionally guarantees,for so long as a majority of the issued and outstanding capital stock of ESSG is owned, directly or indirectly, by Esmark Incorporated, the prompt and punctual (i) payment when due and at all times thereafter of all salary, bonus, incentivepayments, fringe benefits or other compensation and any other sums due or which may become due thereon or under this Agreement and (ii) performance and observance by the Company of all the terms, covenants and conditions of this Agreement,whether according to the present terms thereof or as such terms may hereafter at any time from time to time be amended, supplemented, renewed, extended, waived or otherwise modified whether or not with notice to, or the consent of ESSG. 

 
**ESMARK STEEL SERVICE GROUP, INC.**By: 
/s/ Thomas A. Modrowski
Name: Thomas A. ModrowskiTitle: President
 

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**EXHIBIT A**

**RELEASE OF CLAIMS**

In exchange for the severance pay and other benefits set forth in my Amended and Restated EmploymentAgreement with Esmark Incorporated (the “Company”) effective as of                     , 2008 (as amended through the date hereof,the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, its subsidiaries andother affiliates and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement IncomeSecurity Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis ofage, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent inflictionof emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement aftertermination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s articles of organization or bylaws for having served as a director, officer or employee of theCompany, its subsidiaries or any affiliate. 

I acknowledge that I have been advised of my right to consult an attorney before I sign thisRelease and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and theCompany’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior executionwas a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Releasewith my counsel. 

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s(“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission,it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release. 

 

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I understand I have the right to revoke this Release within seven (7) days of signing it. Iunderstand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement. 

 

 
PAUL J. MOONEYDated: 
 

 

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