ex1024to10k06447_12312008.htm


    Exhibit
10.24

     

    AMENDMENT
OF BONUS AGREEMENT

     

    THIS
AMENDMENT OF BONUS AGREEMENT (“Amendment”) is entered into by and between WHX
Corporation, a Delaware corporation (“Company”), and Warren Lichtenstein
(“Executive”), effective as of January 1, 2009.

     

    Background

     

    A.           The
Company and the Executive previously entered into a Bonus Agreement, dated as of
July 6, 2007 (“Agreement”).

     

    B.           The
Company and the Executive wish to amend the Agreement, effective as of January
1, 2009, to comply with the final regulations under Code Section
409A.

     

    In
consideration of the premises, the parties hereby agree to amend the Agreement
as follows, effective January 1, 2009.

     

    Amendment

     

    1.           A
new Section 15 is added to the Agreement, to read as follows: 

     

    “Section
15. Code Section 409A.

     

    (a)           The
parties hereto intend that all benefits and payments to be made to the Executive
hereunder will be provided or paid to him in compliance with, or an exemption or
exception from the applicable provisions of, section 409A of the Internal
Revenue Code of 1986 as amended (“Code”) and the regulations issued thereunder,
and the rulings, notices and other guidance issued by the Internal Revenue
Services interpreting the same, and this Agreement shall be construed and
administered in accordance with such intent. The parties also agree that this
Agreement may be modified, as reasonably requested by either party, to the
extent necessary to comply with all applicable requirements of, and to avoid the
imposition of any additional tax, interest and penalties under, the section 409A
of the Code in connection with, the benefits and payments to be provided or paid
to the Executive hereunder. Any such modification shall maintain the original
intent and benefit to the. Company and the Executive of the applicable provision
of this Agreement, to the maximum extent possible without violating section 409A
of the Code.

     

    (b)           Any
payments hereunder that qualify for an exception under section 409A of the Code
shall be paid under the applicable exception.

     

    (c)           The
discretion of the Committee under Subsection 3(b)-(e) hereof shall not extend
the time for delivery of the Notice beyond the Termination Date.

     

    (d)           No
Bonus Replacement under Section 5 shall cause the Agreement to become subject to
Section 409A of the Code.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           In
all other respects the Agreement shall be and remain unchanged.

     

    The
Company, by its duly authorized officer, and the Executive have executed this
Amendment, effective as of January 1, 2009.

     

    
      
        
          	
                  COMPANY

                	 
      	
                  EXECUTIVE

                
	 
      	 
      	 
      
	
                  By:

                	
                  
                    /s/
      Peter T. Gelfman

                  

                	 
      	
                  
                    /s/
      Warren Lichtenstein

                  

                
	 
      	
                  
                    12/31/08

                  

                	 
      	 
      


        

      

    

     

     

     

    
 

    
      
        
        

      

      
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