ex1014to10k06447_12312008.htm


    Exhibit
10.14

     

    AMENDMENT
TO

    EMPLOYMENT
AGREEMENT

     

    AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) made as of this
3rd day of January, 2009, by and among WHX Corporation and Handy & Harman,
including each of their parents, subsidiaries and affiliates (the “Company” or
“Employer”), and James McCabe (“Executive”).

     

    WHEREAS, Executive entered
into a certain Employment Agreement (the “Agreement”), dated February 1,
2007;

     

    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 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 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 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
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 Amendment as of the date
first written above.

     

    


    
      
        
          	
                  HANDY
      & HARMAN

                	 
      	
                  WHX
      CORPORATION

                
	 
      	 
      	 
      
	
                  By:

                	
                  
                    /s/
      Peter T. Gelfman

                  

                	 
      	
                  By:

                	
                  
                    /s/
      Peter T. Gelfman

                  

                
	 
      	
                  Name:

                	
                  Peter
      T. Gelfman

                	 
      	 
      	
                  Name:

                	
                  Peter
      T. Gelfman

                
	 
      	
                  Title:

                	
                  Secretary

                	 
      	 
      	
                  Title:

                	
                  Secretary

                


        

      

    

    


    
      	 
      	 
      
	 
      	 
      
	 
      	
              
                /s/
      James McCabe

              

            
	 
      	
              James
      McCabe

            


    

    


    
      
        
        

      

      
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