**Exhibit 10.16(j)**

EXECUTION VERSION 

**EMPLOYMENT AGREEMENT**

April 25, 2008 

This Employment Agreement (“**Agreement**”),effective as of April 25, 2008 (the “**Effective Date**”), by and between WILLIAM RISTAU, currently residing at (the “**Executive**”) and Esmark Steel Service Group, Inc., a Delaware corporation (the“**Company**”) and wholly-owned subsidiary of the Esmark Incorporated (the “**Parent**”). 

In consideration ofthe covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, 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 uponthe terms and conditions set forth herein. 

**2. DUTIES AND AUTHORITY.**Executive shall serve as the Vice President, Commercial of theCompany and report to the President 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 of the Parent (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 shall devote substantially all of his businesstime 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 hold directorships or related positions incharitable, 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 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 shall remain in effect until the first anniversary of the Effective Date, subject to earlier termination under Section 5or 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 in accordance with Section 5 is hereafter referred to as“the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional 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 twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of thisAgreement shall not be so extended. 

(b) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, theprovisions of Section 4 through and including Section 7 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 forexecutives, salary at an annual rate of $250,000, subject to annual review and upward adjustment at the determination of the Board or Compensation Committee of the Board (the “**Compensation Committee**”) (as so adjusted, theExecutive’s “**Salary**”). 

(b) BONUS. In addition to Salary and at the discretion of the Board, the Executive mayparticipate in the Parent’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 other bonuses from time to time in its discretion.

(c) LONG-TERM INCENTIVES. The Executive shall be awarded such equity incentive awards of Parent as the Board or the CompensationCommittee 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 and programs as the Board or theCompensation 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 Parent shall fully vest on the date of aTrigger Event. 

(d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained bythe Company 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 abasis not less favorable than that applicable to other comparable executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and(iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. 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 beprovided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall be determined by the Executive subject to the reasonable business needs of the Company and to Companypolicies as in effect from time. 

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

(iii) Payment or reimbursement 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 tovacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time. 

 

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(e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, inaccordance 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 and entertainment expenses incurredby the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company. 

(f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause the Parent and any subsidiaries or Affiliates it may now or hereafter have to, indemnify the Executive to the maximumextent 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 and its current or future subsidiaries ascontemplated 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 faith in the reasonable belief that hisaction 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 all offices and positions which in thefuture are or were occupied or held by the Executive in connection with his 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 and subsidiaries for purposesof 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 subsidiaries. Expenses incurred by the Executivein 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 repay such amount if it shall ultimatelybe 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 under applicable law. 

(g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreementor any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Trigger Event (as hereinafter defined) or the termination of the Executive’s employment (all such payments and benefits, 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 “**ExciseTax**”), 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 penalties imposed withrespect 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 Total Payments). Alldeterminations 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 Payment and the assumptions to be utilized in arriving at such determination, shall bemade by the Company’s accountants or such other 

 

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certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supportingcalculations both to the Company 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 inSection 5(b)(v) later than the end of the Executive’s taxable year next following the taxable year in which the Executive paid the Excise Tax. 

**5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF**. 

(a) TERMINATION. This Agreement and theExecutive’s employment under this Agreement may be terminated only in the following circumstances. The Company shall have only such obligations to the Executive (or in the event of his death, his estate), if any, as are specified below underthe applicable termination provision. 

(i) UPON DEATH. In the event of the Executive’s death during the termhereof, 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 endof 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 unreimbursed expenses through the end of the month in which terminationoccurred, 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 of termination and plus (D) a pro-rata (based on timeemployed during the year) annual bonus, in an amount determined under the terms of the applicable Parent and/or Company bonus plan, payable at the same time as executive bonuses are paid generally under the applicable Parent and/or Company bonusplan, but in no event later than March 15 of the year following the year in which termination occurred. Additionally, the Parent shall cause all of the Executive’s equity and other long-term incentive awards to fully vest, cause any stockoptions or stock appreciation rights 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 5(a)(iv)(E) below,notwithstanding Section 5(a)(iv)(E) for a period of thirty-six (36) months. 

(ii) AS A RESULT OFDISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment upon notice to theExecutive. 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 singlelump sum within 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 of termination, 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 amountdetermined under the terms of the applicable Parent and/or Company bonus plan, payable at the same time as executive bonuses are paid generally under the 

 

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applicable Parent and/or Company bonus plan, but in no event later than March 15 of the year following the year in which termination occurred.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 exercisablefor ninety (90) days following such termination and provide COBRA Continuation in accordance with Section 5(a)(iv)(E) below. 

(iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in Section 5(b) below) at any time upon notice to the Executive setting forth inreasonable detail the nature of such Cause. In the event that the Executive is terminated by the Company for Cause, 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 lump sum within thirty (30) days of termination. 

(iv) BY THE COMPANY OTHER THAN FOR CAUSE.The Company may terminate Executive’s employment other than for Cause 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 other than as provided in Section 5(a)(v), Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts and benefitsdescribed in subparagraphs (A) through and including (E) below: 

(A) Unpaid Base Salary. The Company shallpay to Executive 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; 

(B) 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 through the 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 unpaidbonuses, 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 lumpsum at the same time as executive bonuses are paid generally under the applicable Parent and/or Company bonus plan, but in no event later than March 15 of the year following the year in which termination occurs; 

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

 

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(D) Vesting of Long-Term Incentives and Stock Options/Rights. The Parent shallcause (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 termination to remain exercisable for ninety(90) days following such termination. 

(E) Health Care Continuation. If at Executive’s termination ofemployment 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 suchelection, 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 group health plan as it pays for active employeesof the Company and their dependents generally. 

(v) BY THE COMPANY OTHER THAN FOR CAUSE AFTER A TRIGGER EVENT. TheCompany may terminate Executive’s employment other than for Cause 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 ofsuch notice) within one (1) year after a Trigger Event. In the event of such termination within one (1) year after a Trigger Event, Executive (or in the event of his death following termination, his estate) shall be entitled only to theadditional amounts and benefits described in subparagraphs (A) through and including (D) below: 

(A) UnpaidBase Salary. The Company shall pay to Executive 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; 

(B) Payment in Lieu of Salary and Bonus. The Executive shall be entitled to receive a payment from the Company, equal to(i) two (2.0) 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 (ii) two (2.0) 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 day after the termination, plus (iii) any earned but unpaid bonuses, payable in a single lump sum within thirty (30) days of termination; 

(C) Accrued Vacation and Expenses. The Executive shall be entitled to a payment from the Company equal to the dollar equivalent ofaccrued 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; 

(D) Vesting of Long-Term Incentives and Stock Options/Rights. The Parent shall (i) cause all equity and other long-termincentive awards held by Executive to fully vest as of the time of termination and (ii) provide COBRA Continuation in accordance with Section 5(a)(iv)(E) above. 

 

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Anything in this Agreement to the contrary notwithstanding, if the Executive’semployment with the Company is terminated other than for 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 reasonablycalculated 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 suchtermination. 

(vi) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reasonwhatsoever at any time. 

(A) Good Reason. Except as provided in (B) below, in the event (i) the Executivegives the Company ninety (90) days’ advance written notice that the Executive is terminating his employment for Good Reason, (ii) Executive has given such notice within sixty (60) days of having Good Reason and (iii) theCompany 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 Executive shall be entitled to receive the amounts andbenefits described in Section 5(a)(iv)(A) through and including Section 5(a)(iv)(E). 

(B) Effectof Trigger Event. 

(i) Executive may terminate his employment by giving written notice of termination to the Company atany time during the thirty (30) day period immediately following the six (6) month anniversary of the date of a Change of Control or Downstream Operations Event and be entitled to receive the amount and benefits described inSection 5(a)(v) above. 

(ii) Also, in the event (1) the Executive gives the Company ninety(90) days’ advance written notice that Executive is terminating his employment for Good Reason, (2) Executive has given such notice within sixty (60) days of having Good Reason, (3) the Company has not cured the event ofGood Reason for which Executive provided notice within thirty (30) days from receipt of such notice, and (4) the notice is provided within the first twelve (12) months after a Trigger Event, then on the effective date of hisresignation Executive shall be entitled to receive the amounts and benefits described in Section 5(a)(v) above. 

(iii) Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Trigger Event occurs, and it is reasonably 

 

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demonstrated that such circumstances (i) occurred 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 occurrence of such circumstances. 

(C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs(A) and (B) above, and gives the Company sixty (60) days’ advance written notice of such resignation, the Executive shall be entitled to his then Salary earned but unpaid through the end of the month in which terminationoccurred, payable in a single lump 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 ofnotice, 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). 

(b) DEFINITIONS. For these purposes: 

(i) “**Cause**” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United Statesor any state or political subdivisions thereof; (B) committed a breach of duty of loyalty which is a third-party neutral arbitrator determines is materially detrimental to the Company; (C) materially violated any provision ofSection 6 of this Agreement; (D) 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 perform or to adhere toor 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 (E) acted with willful misconduct in theperformance 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 reasonable belief that theExecutive’s act, or failure to act, was in the best interest of the Company. Following a Trigger Event, 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 or consolidation of the Parentwith or into another person or the sale, transfer, or other disposition of all or substantially all of the Parent’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing morethan 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 held securities possessing more than 50% of the total combinedvoting power of the Parent immediately prior to that transaction; (B) 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 thanthe Parent, Company or an 

 

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Affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated underthe said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Parent’s outstanding securities pursuant to a tender or exchange offer made directly to the Parent’s stockholders; (C) over aperiod of thirty-six (36) consecutive months or less from the Effective 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 becomposed of individuals who either (1) have been members of the Board 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 duringsuch period by at least a majority of the members Board described in the 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 Controlshall be deemed to have occurred in any event if, by reason of one or more 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 inclause (1) above, whose election as members of the Board occur within such 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 SecuritiesExchange Act of 1934, as amended and in effect from time to time), (D) funds managed by the Parent’s largest shareholder, Franklin Mutual Advisors LLC (“**Franklin**”) increase their collective ownership of outstanding capitalstock of the Parent to greater than seventy percent (70%), (E) funds managed by Franklin reduce their collective ownership of outstanding capital stock of the Parent to twenty-five percent (25%) or less and any one or more acquirers ofstock from Franklin, acting individually or as a group, acquire twenty percent (20%) or more of the outstanding stock of the Parent, (F) a change of the majority of the Board’s composition in a contested election, or (G) theliquidation or dissolution of the Parent (other than a dissolution occurring upon a merger or consolidation thereof). 

(iii)“**Good Reason**” means (A) the assignment to the Executive of any duties inconsistent with the Executive’s status as Vice President, Commercial of the Company, or a meaningful alteration, adverse to the Executive, in thenature or status of the Executive’s responsibilities (including reporting responsibilities); (B) permanent relocation of his principal place of employment to a location more than seventy-five (75) miles distant from his principalplace of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s aggregate 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-boardsalary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executiveparticipates which 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 notmaterially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; (E) the failure by the Company to continue to provide the Executive with benefitssubstantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by theCompany 

 

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which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive atany time subsequent to the Effective Date, (F) a failure of the Company 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 withinfifteen (15) days after a merger, consolidation, sale or similar transaction or (G) a material breach by the Company of this Agreement. Notwithstanding the foregoing, the events described in (D) and (E) above shall not constitute“Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally. 

(iv) “**Downstream Operations Event**” means the occurrence of either of the following: (A) a merger or consolidation ofthe Company with or into another 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 securitiespossessing 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 held securities possessing more than 50% ofthe total combined voting power of the Parent immediately prior to that transaction; or (B) 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 timeto time), other than the Parent 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 morethan 50% of the total combined voting power of the Company’s outstanding securities. 

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

(vi) “**Trigger Event**” means the occurrence of either a Change of Control or a Downstream Operations Event. 

**6. 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 

 

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under Section 5. Further, the amount of any payment or benefit provided for by Section 5 shall not be reduced by any compensationearned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amounts claimed to be owed by the Executive to the Company, or otherwise. 

(c) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under Section 5 unlesswithin twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A. 

(d) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to bepaid 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 reasonably determines to be necessary or advisable to be incompliance 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 Section 409A. 

(e) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute 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 confidential relationship with the Company and any personscontrolling, 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 or any 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, product applications, technical processes, andtrade 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 or may have acquired knowledge of during theperformance 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 Confidential Information and all of the affairs of the Companyand 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 requiredearlier 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 the Company and its Affiliates. The Executive is not bound bythe 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 hereunder or 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 will promptly return to the Company all materials and other propertyfrom 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 or in part any Confidential Information, credit cards, and thelike. 

 

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(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 a principal, 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 of interest or otherwiseinterfere with his duties and obligations to the Company; 

(ii) during the term hereof and for twelve (12) months afterthe 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 in soliciting, hiring orattempting to hire, any individual employed 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 inthis Section 6(g) shall be deemed to prohibit Executive from: (A) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (B) employing individuals whohave terminated their employment with the Company; 

(iii) during the term hereof and for twelve (12) months after theterm, 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 planning for any activity which is competitive with thebusiness 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 ofany 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 the over-the-counter bulletin board or (B) Executive’semployment 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 any parent corporation or subsidiary of the Company but as to which suchsubsidiary, 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 be prohibited and shall not constituteactivity which is competitive with the business of the Company. 

(h) INJUNCTIVE RELIEF. The Executive acknowledges that a breach ofany of the covenants contained in this Section 6 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 measure damages for such injuries precisely andthat, 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 from engaging in activities prohibited by thisSection 6 or such other relief as may be required to specifically enforce any of the covenants in this Section 6. The Executive agrees and consents that injunctive relief may be sought in any state or federal 

 

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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, atthe election of the Company; to the extent that the 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 that purpose. 

(i) BLUE-PENCILLING. Theparties consider the covenants and restrictions contained in this Section 6 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 beendeleted or had its scope of application been modified, such covenant 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, enforceableand effective. 

(j) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’srelationship 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 legal action to seek toenjoin 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. 

**7. 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 Parent and/or Company or any agreementor instrument between the Parent and/or Company and the Executive with respect to the vesting of long-term incentive awards, including grants of restricted stock of the Parent and/or 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 6 orSection 7 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 

 

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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 suchassignment shall be void; *provided*, *however*, that without the Executive’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, whetheraffected by merger or otherwise. The preceding sentence, however, shall not prevent 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 shallrequire 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 agreementin form and substance satisfactory to the Executive, to expressly assume and 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 ofwhether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement. 

(e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, suchdetermination 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 been duly given if delivered personally or if sent by overnightcourier 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 as the recipient of such notice or communication shall havespecified to the other party hereto in accordance with this Section 7(f): 

If to the Company, to: 

Esmark Incorporated 

c/o Esmark Steel ServiceGroup, Inc. 

1134 Market Street 

Wheeling, WV 26003 

Attention: Chief Executive Officer 

Telecopy: 304-234-2690 

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

If to the Executive, at his last residence shown on therecords 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 7(c) above any dispute hereunder, or otherwiserelating to the Executive’s relationship 

 

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with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held inPittsburgh, Pennsylvania or as otherwise mutually agreed 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 ofcompetent jurisdiction. Any cause of action or matter 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 onwhich the cause of action should reasonably have been 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 thatthe arbitrator shall not have the jurisdiction to award 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’sfee and any other type of expense or cost that Executive would not be required to 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 7(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 or contractat 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. If there is adispute 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 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 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 OR OTHERWISE RELATING TO THEEXECUTIVE’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 all of his rights underAgreement, 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’s reasonableattorneys’ 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 

 

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any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereundershall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executedin multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one suchcounterpart. 

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

(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 Parent common stock issued to the Executive under this Agreement is not registered underthe Securities Act of 1933, at the request of the Executive, the Company shall cause the Parent to file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all ofthe common stock, and the Company shall cause the Parent to 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 STEEL SERVICE GROUP, INC.**By: 
/s/ Thomas A. Modrowski
Name: Thomas A. ModrowskiTitle: President**EXECUTIVE:**By: 
William E. Ristau
 WILLIAM RISTAU
 

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**EXHIBIT A**

**RELEASE OF CLAIMS**

In exchange for the severance pay and other benefits set forth in my EmploymentAgreement with Esmark Steel Service Group, Inc. (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 againstthe Parent, Company, their respective subsidiaries and other 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 theCivil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal andstate statutes prohibiting discrimination on the basis of age, 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 infliction of 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 mein accordance with the terms of my Employment Agreement after termination 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 forhaving served as a director, officer or employee of the Company, its subsidiaries or any affiliate. 

I acknowledge that I have been advisedof my right to consult an attorney before I sign this Release 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, itwill be considered expired and withdrawn and the Company’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 execution was 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 understandthis Release, and in which to review this Release with my counsel. 

Nothing in this Release shall be construed to affect the EqualEmployment 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 investigationor 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. 

 

 
WILLIAM RISTAUDated: 
 
 
 

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