Exhibit 10.13
AMENDMENT OF EMPLOYMENT
AGREEMENT
THIS AMENDMENT OF EMPLOYMENT AGREEMENT
(“Amendment”) is entered into by and among WHX
Corporation, a Delaware corporation, Handy & Harman, a New York
company (collectively the “Companies”), and Jim McCabe
(“Executive”), effective as of January 1,
2009.
Background
A. The
Companies and the Executive previously entered into an Employment
Agreement, dated as of February 1, 2007
(“Agreement”).
B. The
Companies 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. Subsection
2(b) of the Agreement, regarding the Executive’s annual
bonus, shall be amended by inserting the following sentence to the
end thereof:
“Payment
of any annual bonus under this Agreement shall be made at the same
time that other senior-level executives receive their annual
incentive compensation awards in the calendar year following the
year earned in accordance with the terms of the applicable bonus
plan, the Companies intend that the bonus will be paid between
January 1 st
and March 15
th of the year following the year that the bonus is
earned, but in no event will it be paid later than December
31 st
of the year following the year that
the bonus is earned.”
2. Section
6(a) of the Agreement, regarding termination by the Executive,
shall be amended to read as follows:
“6. Termination
of Agreement by the Executive.
(a) This
Agreement may be terminated by the Executive by providing written
notice to either of the Companies 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 WHX’s headquarters to a
location more than 50 miles from Rye, New York (a “Material
Diminution or Relocation Termination
Election”). In the case of a Material Diminution
or Relocation Termination Election by the Executive, such Company
or Companies shall have thirty (30) 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 such Company or
Companies does not cure such Material Diminution or Relocation
within the thirty (30) 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 thirty (30) day
period.
“Material
Diminution” shall only mean a situation in which (i) the
Executive is no longer employed as the Senior Vice President of
both of the Companies or is not 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 each of the
Companies or its subsidiaries or affiliates, or (ii) the Executive
suffers a material diminution of the duties or responsibilities
commensurate with the position of Senior Vice President of the
Companies, or (iii) the Executive suffers a reduction of the
Executive’s base salary compensation below the amount set
forth herein.
3. The
following sentence shall be added after the third sentence of
Section 15 of the Agreement:
“With
respect to the payments to which the Participant would have been
entitled had he survived, such payments shall be paid to the
Participant’s estate pursuant to the same schedule that the
Participant would have received them had he survived, with the
initial payment to be made as soon as administratively practicable
after the estate is opened, such
