ex1020to10k06447_12312008.htm


    Exhibit
10.20

     

    SECOND
AMENDMENT TO

    EMPLOYMENT
AGREEMENT

     

    SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Second
Amendment”) made as of this 3rd day of January, 2009, by and between WHX
Corporation, its parents, subsidiaries and affiliates (the “Company” or
“Employer”), and Peter T. Gelfman (“Executive”).

     

    WHEREAS, Executive entered
into a certain Employment Agreement (the “Agreement”), dated April 7, 2008 and
an Amendment to Employment Agreement effective January 1, 2009;

     

    WHEREAS, Employer and
Executive wish to further amend the terms of the Agreement as set forth
below;

     

    NOW, THEREFORE, in
consideration of the promises and mutual covenants hereinafter contained, and in
consideration of Executive’s continued employment, the parties hereto agree as
follows:

     

    1.           Defined
Terms. All
capitalized terms contained in this Second Amendment shall, for the purposes
hereof, have the same meaning ascribed to them in the Agreement unless the
context hereof clearly provides otherwise or unless otherwise defined
herein.

     

    2.           Base
Salary Reduction.  Effective January
4, 2009, Executive’s base salary in effect as of December 31, 2008 shall be
reduced by five percent (5%) (the “2009 5% Base Salary Reduction”).

     

    3.           Executive’s
Acknowledgment and Waiver. Executive acknowledges that
such 2009 5% Base Salary Reduction shall not constitute a Material Diminution
under the Agreement and therefore shall not provide a basis for a Material
Diminution or Relocation Termination Election pursuant to Section 6(a) of the
Agreement. Executive waives all claims against the Company relating to the 2009
5% Base Salary Reduction.

     

    4.           Calculation
of Executive’s Severance Payment. In the event that after
January 4, 2009, Executive becomes eligible for a Severance Payment for any
reason set forth in the Agreement that is unrelated to the 2009 5% Base Salary
Reduction, the Company shall calculate the base salary component of Executive’s
Severance Payment (as set forth in Section 7(a)(i) of the Agreement) on the
basis of the greater of: (i) Executive’s base salary on the date of the
termination of Executive’s employment by the Company, or (ii) Executive’s base
salary as of December 31, 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.           Miscellaneous
Provisions.

     

    (a)           Except
as modified by this Second Amendment, the Agreement and all its terms and
conditions thereof shall remain in full force and effect.

     

    (b)           The
covenants, agreements, terms and conditions contained in this Second Amendment
shall bind and inure to the benefit of the parties hereto and, except as may
otherwise be provided in the Agreement, as hereby modified and supplemented,
their respective legal successors and assigns.

     

    (c)           This
Second Amendment may not be changed orally but only by a writing signed by both
parties hereto.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first written above.

     

    
      	 
      	
              WHX
      CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
              
                /s/
      James E. McCabe

              

            
	 
      	 
      	
              Name:

            	
              James
      F. McCabe

            
	 
      	 
      	
              Title:

            	
              SVP/CFO

            


    

    


    
      	 
      	 
      
	 
      	 
      
	 
      	
              
                /s/
      Peter T. Gelfman

              

            
	 
      	
              Peter
      T. Gelfman

            


    

    
 

     

     

    
      
        
        

      

      
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