ex107to10k06447_12312008.htm


    Exhibit 10.7

     

    
      
        WHX
CORPORATION

         

        2008
BONUS PLAN

         

        


        
          	
                   
      

                	
                  1.

                	
                  Purpose of the
      Plan.

                


        

         

        The goal
of the 2008 Bonus Plan (the “Plan”) is to offer an incentive plan that will help
recruit and retain outstanding talent by providing both short-term incentives
for achieving annual targets while rewarding key management for achieving
long-term growth goals.

         

        
          	
                   
      

                	
                  2.

                	
                  Administration of the
      Plan.

                


        

         

        The
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
of WHX Corporation (the “Company”) shall have full power and authority to
designate recipients of awards (“Awards”), determine the terms and conditions of
such Awards (which need not be identical) and to interpret the provisions and
supervise the administration of the Plan.  The Committee may delegate,
in its sole discretion, approval of bonuses for certain employees of Handy &
Harman (“H&H”), a wholly-owned subsidiary of the Company, to the
President/CEO of H&H (the “CEO”) and/or to the Board of Directors of
H&H.

         

        Subject
to the provisions of the Plan, the Committee shall interpret the Plan and all
Awards granted under the Plan, shall make such rules as it deems necessary for
the proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan and shall correct any
defects or supply any omission or reconcile any inconsistency in the Plan or in
any Awards granted under the Plan in the manner and to the extent that the
Committee deems desirable to carry into effect the Plan or any
Awards.  The act or determination of a majority of the Committee shall
be the act or determination of the Committee and any decision reduced to writing
and signed by all of the members of the Committee shall be fully effective as if
it had been made by a majority at a meeting duly held.  Subject to the
provisions of the Plan, any action taken or determination made by the Committee
pursuant to this and the other Sections of the Plan shall be conclusive on all
parties.

         

        In the
event that for any reason the Committee is unable to act, or if there shall be
no such Committee, then the Board shall administer the Plan, and references
herein to the Committee (except in the proviso to this sentence) shall be deemed
to be references to the Board.

         

        
          	
                   
      

                	
                  3.

                	
                  Designation of
      Grantees.

                


        

         

        The
persons eligible for participation in the Plan as recipients of Awards shall
include officers and employees of the Company or any of its subsidiaries (the
“Grantees”). In selecting the Grantees, and in determining the Awards, the
Committee may consider any factors it deems relevant, including without
limitation, the office or position held by the Grantee, the Grantee’s degree of
responsibility for and contribution to the growth and success of the Company or
any of its subsidiaries, the Grantee’s length of service, promotions and
potential.  Generally, Grantees will be recommended by the CEO of
H&H to the Committee.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                   
      

                	
                  4.

                	
                  Grant of
      Awards.

                


        

         

        The
Committee in its sole discretion shall set specific goals for certain Grantees
on a periodic basis. Such goals may be set on an annual basis pursuant to the
Company’s Short Term Incentive Plan (“STIP”) or on a longer-term basis pursuant
to the Company’s Long Term Incentive Plan (“LTIP”).  The goals for
each Grantee, as well as the Awards attached to reaching such goals, will be
communicated to each Grantee as the CEO or the Committee shall determine, but in
each such case shall be set forth in writing and approved by either the
Committee, the CEO and/or the Board of Directors of H&H.  The Plan
shall not be in effect in any given year with respect to any Grantee until
he/she initials the written goals sheet applicable to such Grantee, which
initialing shall signify his/her understanding of and agreement with all of the
terms and conditions of the Plan.  It is contemplated that the
Committee will adopt specific targets under the STIP and LTIP on an annual
basis, and will review recommendations received by the CEO.  All
calculations upon which Awards are based shall be certified by the Chief
Financial Officer of the Company.  In order to be eligible to receive
an award pursuant to this Plan, the Grantee must be employed by the Company on
the earlier of the date Awards are generally paid to Grantees or the March 31
following the payout year.

         

        
          	
                   
      

                	
                  5.

                	
                  Taxes.

                


        

         

        The
Company may make such provisions as it may deem appropriate, consistent with
applicable law, in connection with any Awards granted under the Plan with
respect to the withholding of any taxes (including income or employment taxes)
or any other tax matters.

         

        
          	
                   
      

                	
                  6.

                	
                  Effective Date of
      Plan.

                


        

         

        The Plan
shall be effective on January 1, 2008.

         

        
          	
                   
      

                	
                  7.

                	
                  Amendment and
      Termination.

                


        

         

        The
Committee or the Board may amend, suspend, or terminate the Plan or authorize,
increase or withhold the payment of any Award in its absolute and complete
discretion.  The decision of the Committee or the Board shall be
final, binding and conclusive.

         

        
          	
                   
      

                	
                  8.

                	
                  Government
      Regulations.

                


        

         

        The Plan,
and the grant of Awards hereunder, and the obligation of the Company to deliver
such awards shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies as may be required.

         

        
          	
                   
      

                	
                  9.

                	
                  General
      Provisions.

                


        

         

        (a)           Employment
Matters.  The adoption of the Plan shall not confer upon any
Grantee any right to continued employment with the Company or its subsidiaries,
or in the case of a Grantee who is a director, continued service as a director
with the Company or its subsidiaries, as the case may be, nor shall it interfere
in any way with the right of the Company or any of
its subsidiaries to terminate the employment of any of its employees or the
service of any of its directors.  All participants in the Plan shall
be and remain at all times employees at will, and the Company and each
subsidiary shall have the absolute right to terminate any such employment at any
time, with or without cause, in its absolute discretion, subject to the terms of
any written employment agreement that any participant may have with the Company
or any subsidiary thereof.

         

        
          
             

          

          
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        (b)           Limitation of
Liability.  No member of the Board or the Committee, or any
officer or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

         

        (c)           Termination.  Unless
otherwise determined by the Committee, if any Grantee’s employment with or
service to the Company or any of its subsidiaries is terminated for Cause (as
defined below) or voluntarily by Grantee or for any other reason except as
explicitly provided in the next sentence, such Grantee’s Award(s) shall be
cancelled.  If such Grantee’s employment with or service to the
Company or any of its subsidiaries is terminated because of termination by the
Company other than for Cause, or because of death or Disability, such Grantee’s
Award(s) shall be granted to such Grantee to the extent of the pro-rata portion
of the earned portion of the “Team” Award, if any, and the pro-rata portion of
the earned portion of the “Individual” Award, if any, for the year so employed,
in each case as determined in the sole and complete discretion of the Committee.
For the purpose of this Plan, “Cause” shall have the meaning set forth in such
Grantee’s employment agreement or if no such agreement exists or such term is
not provided for, Cause shall mean:  (i) the Grantee engaging in
conduct which is materially injurious to the Company or any of their respective
customer or supplier relationships, monetarily or otherwise; (ii) the Grantee
engaging in any act of fraud, misappropriation or embezzlement or sexual or
other harassment of any employee of the Company; (iii) the Grantee engaging in
any act which would or does constitute a felony; (iv) the willful or continued
failure by the Grantee to substantially perform his duties, including, but not
limited to, willful misconduct, gross negligence or other acts of dishonesty; or
(v) the Grantee’s material violation or breach of the Plan or any agreement with
the Company or its subsidiaries.  For the purpose of this Plan,
“Disability” shall have the meaning set forth in such Grantee’s employment
agreement or if no such agreement exists or such term is not provided for,
Disability shall mean:  the Grantee’s absence from the full-time
performance of his duties hereunder for at least ninety (90) days, whether or
not consecutive, within any twelve (12) consecutive months as a result of any
incapacity due to physical or mental illness.

         

        (d)           Modification; Prior
Plans. Notwithstanding anything set forth in this Plan or in any letter
sent to an individual Grantee, the calculation, determination and payment of any
Award is subject to the final determination of the Committee, which shall be
entitled to alter, amend or nullify the terms of the Plan, or to authorize,
increase or withhold the payment of any Award in its absolute and sole
discretion. The decision of the Committee shall be final, binding and
conclusive.  The terms and conditions of this Plan shall supersede and
cancel any and all prior
bonus plans and arrangements and participation in this Plan shall nullify
Grantee’s right or entitlement to any bonus under any other such bonus plan or
arrangement of the Company or any of its subsidiaries.

         

        


         

                            WHX
CORPORATION

                            Effective January 1,
2008

         

        
          
             

          

          
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