EMPLOYMENT
AGREEMENT
  THIS
AGREEMENT, dated and effective as of January 28, 2008, is entered into by and
between HANDY & HARMAN (“H&H”), a corporation organized under the laws
of the State of New York, with an address at 1133 Westchester Avenue, Suite
North 222, White Plains, New York 10604 (the “Company”), and Jeffrey A. Svoboda
(the “Executive”), an individual with a residence at 6 Merry Hill Court,
Pikesville, Maryland 21208.  H&H is a wholly-owned subsidiary of
WHX Corporation (“WHX”), a corporation organized under the laws of the State of
Delaware.
  NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
  1.           Employment;
Term.
  (a)           Executive’s
employment with the Company shall begin on or before January 28, 2008 (the
“Effective Date”) pursuant to the terms and conditions contained
herein.  The Executive shall hold the office of President and Chief
Executive Officer of the Company.  The Executive shall perform all the
duties consistent with these positions as set forth in the Company’s By-Laws, as
well as any other duties commensurate with the Executive’s positions that are
assigned to the Executive from time to time by the Board of Directors of WHX
(the “Board”).  On or about December 31, 2008, the Executive shall be
considered for election to the position of Director.
  The
Executive shall devote his full working time, attention and energies to the
business of the Company and shall not, during the term of this Agreement, be
engaged in any other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage; however, this shall not
be construed as preventing the Executive
   
  from
investing his personal assets in any business or venture which does not compete,
directly or indirectly, with WHX or its subsidiaries in any manner, in such form
or manner as will not require any services on the part of the Executive in the
operation of the affairs of the entities in which such investments are made and
in which the Executive’s participation is solely that of an investor, and the
Executive may purchase securities in any corporation for which securities are
regularly traded, provided, that such purchase shall not result in the Executive
beneficially owning at any one time one percent (1%) or more of the equity
securities of any corporation engaged in a business directly competitive with
WHX or its subsidiaries.
  (b)           The
term of this Agreement shall commence on the date hereof and shall continue in
full force and effect until the second anniversary of the Effective Date, at
which time, and on each anniversary of the Effective Date thereafter, the term
of this Agreement shall be extended for a one (1) year period until the next
anniversary thereafter (such period, as it may be extended from time to time,
the “Term”), unless one party hereto shall provide written notice of termination
to the other party hereto no less than thirty (30) days prior to such
anniversary or on such earlier date as this Agreement is terminated in
accordance with the provisions set forth below.
  2.           Compensation.  Subject
to the terms and conditions of this Agreement, the Company shall collectively
pay to the Executive, as aggregate compensation for the duties to be performed
by the Executive under this Agreement, the following:
  (a)           A
salary of $500,000 per annum, to be paid in equal installments no less
frequently than monthly, less applicable withholdings and
deductions.  Executive’s salary shall be reviewed annually in
accordance with the applicable policies of the Company.  For purposes
of calculating a bonus payment per paragraph 2(c) below, and the Severance
Payment pursuant to paragraph 7(a) below, the “base salary” shall be $476,000
per annum.
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  (b)           A
car allowance of $12,000 per annum, to be paid in equal installments no less
frequently than monthly, less applicable withholdings and
deductions.  Such amount shall not be considered part of base salary
for the purpose of determining Executive’s bonus pursuant to paragraph 2(c)
below and the Severance Payment pursuant to 7(a) below.
  (c)           An
annual bonus with a target of 100% of the Executive’s base salary earned in such
year, to be determined and payable pursuant to the Company’s Long Term Incentive
Plan and Short Term Incentive Plan and other bonus plans if such
exist.  Executive’s base salary shall only include the amount referred
to in paragraph 2(a), above, and shall not include Executive’s car
allowance.
  (d)           Subject
to prior approval of the compensation committee of the Board, the Executive
shall receive a grant of 100,000 options on his first day of employment which
will be priced at the greater of the fair market value at the close of the
market on the business day immediately prior to the date of grant or $9.00, one
third of which will vest on the grant date, one third of which will vest on the
first anniversary of the grant date, and the final one third of which will vest
on the second anniversary of the grant date.  The grant shall be
governed by the terms of WHX’s 2007 Incentive Stock Plan.
  3.           Vacation.  The
Executive shall be entitled to vacation, with pay, of four (4) weeks in each
calendar year.  This vacation time shall be pro-rated for partial
employment in the final calendar year of employment.
  4.           Benefits.  The
Executive shall receive the benefits made available to executives of the
Company, including without limitation the following:
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  (a)           Health,
dental and vision insurance coverage, if and to the extent provided to all other
employees of the Company;
  (b)           Compensation
for relocation to the Westchester County, New York area. The Company will
reimburse for one time, reasonable moving and packing expenses in an amount of
$10,000, which will be paid consistent with the guidelines set forth in the
Company’s Policies on Reimbursement of Employee’s Expenses Resulting from
Transfer, and Selling Former Residence and Loans to Acquire New
Residence.  The Company will reimburse Executive or directly pay for
living expenses (including the Company’s lease of an apartment for Executive) in
an amount up to $5,000 per month for the term of this contract and subsequent
renewals;
  (c)           Life
insurance, short term disability insurance and 401-K benefits, if and to the
extent provided to executives of the Company (excluding any benefits anyone else
is entitled to under any supplemental executive retirement program);
and
  (d)           Executive
acknowledges that to the extent that any of the compensation and benefits
described herein constitute wages or other taxable income to the Executive, such
wages or other taxable income shall be subject to applicable income and
employment tax withholding, as required.
  5.           Termination of Agreement by
the Company.  This Agreement may be terminated by the Company
by providing notice to the Executive pursuant to Section 12 below upon the
occurrence of any of the following:
  (a)           For
Cause (as defined below);
  (b)           Death
of the Executive;
  (c)           Disability
(as defined below) of the Executive; or
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  (d)           Without
Cause.
  The term
“Cause,” as used herein, means:  (i) the Executive’s engaging in
conduct which is materially injurious to the Company or its respective customer
or supplier relationships, monetarily or otherwise; (ii) the Executive’s
engaging in any act of fraud, misappropriation or embezzlement or sexual or
other harassment of any employee of the Company; (iii) the Executive’s
engagement in any act which would or does constitute a felony; (iv) the willful
or continued failure by the Executive to substantially perform his duties,
including, but not limited to, willful misconduct, gross negligence or other
acts of dishonesty; or (v) the Executive’s material violation or breach of this
Agreement.
  The term
“Disability,” as used herein, means the Executive’s absence from the full-time
performance of his duties hereunder for a period of at least ninety (90) days,
whether or not consecutive, within any twelve (12) consecutive month period as a
result of any incapacity due to physical or mental illness.
  If the
Agreement is terminated pursuant to Sections 5 (a), (b), or (c), then Executive
shall be entitled to receive from the Company the aggregate of any due but
unpaid compensation through the date of termination; if pursuant to Section
5(b), all life insurance proceeds to which his estate is entitled pursuant to
any life insurance program maintained by the Company in which he is a
participant; if pursuant to Section 5(c), any disability insurance payments to
which he is entitled pursuant to any disability insurance program maintained by
the Company in which he is a participant;  and any expenses incurred
and submitted for reimbursement, in accordance with Section 8, but not paid
prior to such termination.  Executive shall receive no further
benefits or compensation, except as required by law.
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  6.           Termination of Agreement by
the Executive.
  (a)           This
Agreement may be terminated by the Executive by providing written notice to the
Company within sixty (60) days following a Material Diminution (as defined
below) of the Executive’s position, duties, responsibilities or base salary
compensation with the Company or the relocation of H&H’s headquarters to a
location more than 50 miles from White Plains, New York (a “Material Diminution
or Relocation Termination Election”).  In the case of a Material
Diminution or Relocation Termination Election by the Executive, the Company
shall have ten (10) business days following its receipt of written notice of
termination from the Executive to cure such Material Diminution or
Relocation.  In the case of a Material Diminution or Relocation
Termination Election, if the Company does not cure such Material Diminution or
Relocation within the ten (10) business days following its receipt of such
Material Diminution or Relocation Termination Election from the Executive,
pursuant to this Section, termination of Executive’s employment shall be
effective at the end of such ten (10) business day period.
  “Material
Diminution” shall only mean a situation in which the Executive is no longer
employed as the President and Chief Executive Officer of the Company, or
employed or offered employment in substantially equivalent positions of
substantially equivalent companies, regardless of what, if any, additional
positions Executive may from time to time hold or not hold with the Company or
its subsidiaries or affiliates, or the material diminution of the duties or
responsibilities commensurate with the positions of President and Chief
Executive Officer of the Company, or a reduction of the Executive’s base salary
compensation below the amount set forth herein.
  (b)           In
all other instances, the Executive may voluntarily terminate his employment upon
thirty (30) days prior written notice to the Company.
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  7.           Severance and Other
Payments.
  (a)           In
the event the Executive’s employment is terminated by the Company pursuant to
Section 5(d) of this Agreement, which termination shall include the giving of
notice not to extend the Term pursuant to Section 1(b), the Company agrees to
pay to the Executive as aggregate compensation:  (i) a lump-sum cash
payment equal to the greater of the balance of his base salary due for the
remaining term of his contract, or one (1) year of his then current annual base
salary (the “Severance Payment”); (ii) monthly COBRA payments of any
health-related benefits (medical, dental, and vision) as are then in effect for
either the remaining term of his contract or a 12-month period, whichever is
greater (but under no circumstances for longer than the period during which
Executive is eligible for COBRA), following termination or until the Executive
obtains or is eligible for coverage through a subsequent employer, whichever is
earlier; and (iii) a bonus payment equal to the cash portion of the most recent
bonus paid to Executive.  If Executive has never received a bonus
prior to termination pursuant to Section 5(d), or if the most recent bonus
amount is equal to zero (0), Executive shall not receive a bonus payment under
this Section 7(a).  Prior to, and as a precondition to the payment of
the Severance Payment, the Executive shall deliver to the Company a general
release of the Company, its subsidiaries and affiliates, and each of its
officers, directors, employees, agents, successors and assigns (but excluding a
release of the Company’s continuing obligations under this Agreement and/or
pursuant to its continuing indemnification obligations to Executive under its
charters, bylaws, resolutions of the Board of Directors and under applicable
insurance policies),  in a form acceptable to the Company and provide
a Director Resignation (as defined below), if applicable.  The
Severance Payment and bonus payment referred to in Section 7(a) (iii) shall be
made no later than ten (10) business days following the delivery by the
Executive of the release referred to above and the Director Resignation (if
applicable), and if said release and the Director Resignation are not so
delivered within sixty (60) days of the termination of the Executive’s
employment, then the Executive shall not be entitled to receive any Severance
Payment or other benefits
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  described
herein.  In all other instances, including termination of the
Executive’s employment for Cause, termination pursuant to Sections 5(b) or 5(c)
above, or if the Executive voluntarily leaves the employment of the Company
(other than for a reason set forth in Section 6(a) above), the Executive shall
not be eligible or entitled to, and the Company shall not be obligated to make,
any payment following the Executive’s termination, including the Severance
Payment, except as otherwise provided in Section 5 or Section 7(b), and the
Company shall have no further obligations to the Executive.  Executive
agrees that, upon the termination of his employment with the Company, he shall
immediately resign his positions, if any, as an officer and director of the
Company and each of its subsidiaries (the “Director Resignation”).
  (b)           In
the event the Executive terminates his employment pursuant to Section 6(a), and
the Company does not cure timely the situation as provided in Section 6(a) under
which the Executive has elected to terminate his employment, then the Executive
shall be entitled to receive from the Company the same payments and benefits as
provided for in the first sentence of Section 7(a) above, subject to the same
terms and conditions set forth for the receipt of such payments and benefits as
provided for in Section 7(a) above.
  (c)           The
Executive’s entitlement to the Severance Payment and other payments listed in
the first sentence of Section 7(a) (except for COBRA payments as provided
therein), described in Sections 7(a) and 7(b) above, shall not be impacted or
otherwise effected by other employment the Executive may obtain and the
Executive shall be under no obligation to seek other employment in order to
receive such Severance Payment and other payments listed in the first sentence
of Section 7(a).
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  (d)           Notwithstanding
the foregoing, Executive agrees that in the event that all or a portion of any
payment described in Subparagraphs (a) and (b) of this Paragraph 7 constitutes
nonqualified deferred compensation within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), such payment or payments
shall not be made prior to the date which is six months after the date the
Employee separates from service (within the meaning of Section 409A of the
Code).
  8.           Expenses.  Any
ordinary and necessary expenses reasonably incurred by the Executive in
connection with his employment by the Company, and which are directly connected
with or pertaining to the furtherance of the business of the Company in
accordance with the Company’s Travel & Expense Policy, shall be reimbursed
to the Executive by the Company, within thirty (30) days from the date of the
receipt of an expense report, attaching receipts stating: (i) the amount of such
expense; (ii) the time and place that the expense was incurred; (iii) the
business purpose of the expense; and (iv) the business relationship to the
Company of persons entertained, if any.
  9.           Disclosure of
Information.
  (a)           The
Executive will not at any time, whether during or after the termination of his
employment, divulge, use, furnish, disclose or make available to any person or
entity, any non-public information concerning the WHX’s or its subsidiaries’
business, including without limitation, any of their marketing plans and
strategies, pricing policies, planned strategies related to sources of supply,
methods of delivery, customer names, purchasing needs and/or priorities of
customers, and the finances or financial information of WHX or its subsidiaries,
so far as such information has come to his knowledge as a result of or
subsequent to his employment by the Company, except to the extent that
disclosure may be required by law or to the extent that such information is in
the public domain through no fault of the Executive.  The Executive
acknowledges that such information, including without
   9
  limitation,
information regarding WHX’s or its subsidiaries’ customers, any of their
purchasing needs and priorities, WHX’s or its subsidiaries’ sources of supply,
any of their business plans and financial condition, is non-public, proprietary,
and confidential and that the disclosure of such information may cause the
Company, WHX or its other subsidiaries substantial harm.  Executive
hereby agrees to keep confidential all matters of such nature entrusted to him
and agrees not to use or attempt to use any such information in any manner that
may harm or cause injury to the Company, WHX or its other
subsidiaries.  In addition, copies of all data files on Executive’s
own media must be deleted and a letter stating such must be sent to the Company
promptly following the termination of Executive’s employment with the Company,
but no later than five business days after receiving notice from the Company
demanding such deletion.
  (b)           Executive
agrees that upon termination of his employment with the Company, he will
immediately surrender and turn over to the Company all books, forms, records,
reports, lists and all other papers and writings, including items storing
computer memory (except computer hard drives from which items relating to WHX or
its subsidiaries and their businesses have been deleted), relating to WHX or its
subsidiaries and their businesses, and all other property belonging to WHX or
its subsidiaries, it being understood and agreed that the same are solely the
property of WHX or its subsidiaries.
  (c)           The
provisions of this Section shall survive the expiration and termination of this
Agreement.
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  10.           Covenants Not to Compete or
Interfere.
  (a)           During
his employment with the Company, and for the greater of the balance of the
remaining term of his contract, or a one (1) year period following the
termination of Executive’s employment, the Executive will not (i) directly or
indirectly, own an interest in, operate, join, control, or participate in, or be
connected as an officer, employee, agent, independent contractor, consultant,
partner, shareholder, or principal of any corporation, partnership,
proprietorship, firm, association, person, or other entity engaged in a business
which sells, manufactures or produces the products sold, manufactured or
produced by WHX and/or any of its subsidiaries (the “Products”) at the time of
the termination of the Executive’s employment under this Agreement or which
otherwise competes, directly or indirectly, with WHX or its subsidiaries (a
“Competing Business”), or (ii) knowingly solicit or accept business for a
Competing Business (x) from any customer of WHX, or its subsidiaries, (y) from
any former customer of WHX, or its subsidiaries, who purchased any Products
during the twelve months preceding the termination of the Executive’s employment
under this Agreement, or (z) from any prospect of WHX or its subsidiaries, with
whom the Executive met to solicit or with whom the Executive discussed the sale
of any Products during the twelve months preceding the termination of the
Executive’s employment under this Agreement.  Executive acknowledges
that WHX’s and/or its subsidiaries’ sales of the Products are national in
scope.  Notwithstanding the foregoing, the Executive may own up to 1%
of the outstanding common stock of any class of common equity of a publicly
traded entity provided the Executive’s role with the entity is passive in
nature.
  (b)           During
his employment with the Company, and for a two year period following the
termination of Executive’s employment, the Executive will not directly or
indirectly, as a sole proprietor, member of a partnership or stockholder,
investor, officer or director of a corporation, or as an employee, agent,
associate or consultant of any person, firm
   11
  or
corporation, induce or solicit, or attempt to induce or solicit, any employee of
WHX or its subsidiaries or affiliates to terminate his employment with WHX, or
any of its subsidiaries, or in any way interfere with the relationship between
WHX, or its subsidiaries or affiliates, and the employee will not solicit, hire,
retain or enter into any business arrangements with, or enter into any
discussion to do the same with, any person working for, or independent
contractor of, WHX, or its subsidiaries or affiliates.
  (c)           During
his employment with the Company, and for a one year period following the
termination of Executive’s employment, the Executive will not directly or
indirectly hire, engage, send any work to, place orders with, or in any manner
be associated with any supplier, contractor, subcontractor or other business
relation of WHX or its subsidiaries or affiliates, if such action would have a
reasonably foreseeable adverse effect on the business, assets or financial
condition of WHX or its subsidiaries or affiliates or materially interfere with
the relationship between any such person or entity and WHX or its subsidiaries
or affiliates.
  (d)           It
is the desire and intent of the parties that the provisions of this Section 10
shall be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular portion of this Section 10
shall be adjudicated to be invalid or unenforceable, then this Section 10 shall
be deemed amended to delete therefrom the portion that is adjudicated to be
invalid or unenforceable.  The provisions of this Section 10 are
intended to and shall survive the termination or expiration of this
Agreement.
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  11.           Injunctive
Relief.  In addition to the remedies available to the Company,
the Executive acknowledges that any breach by the Executive of the provisions of
Sections 9 or 10 of this Agreement, would cause irreparable injury to the
Company, WHX or its other subsidiaries for which there may be no adequate remedy
at law.  In addition to all of the rights and remedies to which the
Company may be entitled, the Company shall also be entitled to obtain a
temporary restraining order and/or a preliminary or permanent injunction which
would prevent the Executive from violating or attempting to violate any such
provisions.  In seeking such an order, any requirement to post a bond
or other undertaking shall be waived.   In any action brought to
enforce these restrictive covenants, the Company shall be entitled to an award
of all reasonable costs and fees incurred in bringing such an action, including
reasonable attorney’s fees.  Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies for such breach or
threatened breach.
  12.           Notices.  All
notices, requests, demands and other communications hereunder must be in writing
and shall be deemed to have been duly given upon delivery if delivered by hand,
sent by telecopier, facsimile or overnight courier, and three (3) days after
such communication is mailed within the continental United States by first class
certified mail, return receipt requested, postage prepaid, to the other party,
in each case addressed as provided in the introduction to this
Agreement.  Addresses may be changed by written notice sent to the
other party at the last recorded address of that party.
  13.           Insurance.  The
Company may, at its election and for its benefit, insure the Executive against
accidental loss or death, and the Executive shall submit to such physical
examinations and supply such information as may be reasonably required in
connection therewith
  14.           Authority.  The
Executive represents and warrants that he is not subject to any agreement,
understanding, arrangement, order, judgment or decree of any kind, or any other
restrictive agreement or arrangement, which would prevent him from entering into
this Agreement, or from providing the services he is expected to provide as an
employee of the
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  Company
pursuant to this Agreement, or which would be breached by the Executive
executing this Agreement.  The Executive agrees to indemnify and hold
the Company harmless from and for any liability to the Company arising from a
breach of this representation and warranty.
  15.           Assignment.  The
services to be rendered and the obligations to be performed by the Executive
under this Agreement are special and unique, and all such services and
obligations and all of the Executive’s rights under this Agreement are personal
to the Executive and shall not be assignable or transferable and any purported
assignment or transfer thereof shall not be valid or binding upon the
Company.  However, in the event of the Executive’s death during the
term of this Agreement, the Executive’s estate shall be entitled to receive
salary and any other payment due and accrued through the date of the Executive’s
death and all payments due to the Executive pursuant to the provisions of
Sections 5 and 7.  The Company may assign this Agreement and any and
all of its rights under this Agreement to any person, firm or corporation
succeeding to the business of the Company, provided that such successor entity
shall assume (by contract or by operation of law) that Company’s obligations
under this Agreement, at which point such Company shall be relieved of its
obligations hereunder.
  16.           Waiver of
Breach.  The waiver by the Company or the Executive of a breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by the Company or the Executive.
  17.           Amendments.  No
amendments or variations of the terms and conditions of this Agreement shall be
valid unless the same is in writing and signed by all of the parties
hereto.
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  18.           Complete
Agreement.  This Agreement constitutes the entire understanding
between the parties hereto relating to the matters contained herein, and
supersedes any prior agreements, arrangements or understandings, whether oral or
written, relating to the employment of the Executive by the
Company.
  19.           Headings.  The
section headings contained herein are for convenience purposes only and shall
not in any way affect the interpretations or enforceability of any provision of
this Agreement.
  20.           Severability.  The
invalidity or unenforceability of any provision of this Agreement, whether in
whole or in part, shall not in any way affect the validity and/or enforceability
of any other provision herein contained.  Any invalid or unenforceable
provision shall be deemed severable to the extent of any such invalidity or
unenforceability.
  21.           Counsel.  It
is acknowledged by the Executive that he has had the opportunity to be
represented by counsel of his choosing in connection with the negotiation and
execution of this Agreement.
  22.           Governing
Law.  This Agreement and all matters concerning its
interpretation, performance, or the enforcement hereof, shall be governed in
accordance with the laws of the State of New York, without regard to conflict of
law principles.
  23.           Jurisdiction.  Each
of the parties hereto hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of any state or federal court sitting in the County of
New York, State of New York, and each of the parties hereto hereby irrevocably
and unconditionally agrees that any and all claims which arise out of or relate
to this Agreement or to the Executive’s employment with the Company shall be
heard and determined in any such court.  Each of the parties hereto
irrevocably and unconditionally waives any objection that either of them may now
or hereinafter have to the venue of any suit, action or proceeding arising out
of or relating to this Agreement or to the Executive’s employment with the
   15
  Company
in any state or federal court sitting in New York County.  Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.  Each of the parties hereto irrevocably
waives the right to a trial by jury and each of the parties irrevocably consents
to service of process by first class certified mail, return receipt requested,
postage prepaid, to the address at which such party is to receive notice in
accordance with Section 12.
  24.           Expenses.  In
the event that the Company or the Executive incurs expenses in connection with
the enforcement of this Agreement, the prevailing party shall be entitled to
recover all expenses incurred in connection with such enforcement of this
Agreement from the non-prevailing party including, without limitation,
reasonable attorneys’ fees.
  25.           Counterparts.  This
Agreement may be executed in one or more counterparts with each counterpart
considered as an original.
  IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
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  [Signature
Page to Svoboda Employment Agreement]
  EXECUTIVE/s/ Jeffrey
      SvobodaJeffrey
      SvobodaHANDY
      & HARMANBy:
              /s/ Glen
      KassanName:
      Glen KassanTitle:
      Vice President
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