Exhibit 10.1

EMPLOYMENT AGREEMENT

Sequa Corporation, its affiliates, subsidiaries, divisions, successors and assigns, (“Sequa Corporation” or the “Company”), and Martin Weinstein, an individual residing at 20 West 64 ^th Street, One Lincoln Plaza, New York, New York 10023, (“Executive”), mutually agree to enter into this Employment Agreement (“Agreement”) this 25 ^th day of January 2007 the terms and conditions of which are set forth below:

Employment .

The Company shall employ Executive in the position of Vice Chairman and Chief Executive Officer of Sequa Corporation, reporting to the Chairman of the Board of Directors of Sequa Corporation.  Executive shall also serve on the Company’s Management Executive Committee.  The Effective Date of this Agreement is the date first hereinabove appearing (“Effective Date”).

Term .

The term of Executive’s employment hereunder (the “Employment Term”) shall commence as of the Effective Date, and shall, unless otherwise extended, continue for a term of five (5) years.  At the end of each year of service hereunder, the Employment Term shall be extended for another year, so that the Employment Term continues to be five (5) years without expiration, except if the Executive’s employment is terminated in accordance with any of the provisions of Section 5 hereof.  

Duties .

                        Executive shall faithfully, diligently, and exclusively perform services on behalf of the Company to the best of his ability during the term of this Agreement, and shall devote his full working time, attention, and energies to the business of the Company, its subsidiaries, divisions, and affiliated entities.  While Executive is employed in the position of Vice Chairman and Chief Executive Officer of the Company, Executive further agrees to perform, for no additional consideration, such other duties and to assume any such other responsibilities, as may be reasonably assigned by the Company’s Board of Directors.

Compensation .

Base Salary .  For the services rendered by the Executive for the Company and in consideration for the covenants contained in this Agreement, the Company shall pay the Executive an annual base salary of not less than eight hundred eighty thousand dollars ($880,000) to be paid on normal payroll dates, less lawful deductions, in accordance with the Company’s payroll practices.  Executive’s base salary may be increased on an annual basis during the term of this Agreement, at the sole discretion of the Board of Directors of the Company, taking into account, among other things, individual performance and general business conditions. 

Benefits .  Executive shall be eligible to participate in and receive benefits under the Company’s various employee benefit plans, policies, or arrangements, subject to the same terms and conditions as other similarly situated executive employees of the Company.  Such employee benefits currently include health, dental, disability and life insurance, 401K plan, pension, and SERP.  The Company (including the officers and administrators who have responsibility for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans including but not limited to issues concerning benefit eligibility and entitlement.  The Company reserves the absolute right to modify, amend, or terminate benefits applicable to Executive and similarly situated executive employees of the Company at any time and for any reason, consistent with the terms of said benefit plans.  In the determination of eligibility or benefits, the terms of the actual plan documents shall control.

Bonus .  Executive shall be eligible to participate in the Company’s Management Incentive Bonus Plan for Corporate Executive Officers and the Sequa Corporation Long-Term Incentive Plan in accordance with the terms thereof and subject to the same terms and conditions as other similarly situated Company executives.

Stock Options .  The terms of the Sequa Corporation 1998 Key Employees Stock Option Plan and any related option agreements shall govern all issues relating to such options including vesting and exercise rights.

Restricted Stock .  At the Effective Date of this Agreement, the Company shall issue to Executive fifty thousand (50,000) shares (to be adjusted as necessary in connection with any stock splits) of restricted shares of Class A Common Stock which shall vest ratably over the Employment Term at the rate of twenty percent (20%) (ten thousand (10,000) shares) per year.  Such vesting shall, however, be contingent upon the Company earning minimum earnings per share (“EPS”) as established under the Company’s Management Incentive Bonus Plan for Corporate Executive Officers for the applicable year.  If the Company fails to earn minimum EPS in any given year, no restricted shares of Class A Common Stock shall ever be vested for that particular year but shall be held for possible vesting in a future year.  Upon vesting of a twenty percent (20%) block of restricted shares of Class A Common Stock (promptly following determination of the EPS), the Company shall cause an additional twenty percent (20%) to be issued to Employee; thus, fifty thousand (50,000) restricted shares of Class A Common Stock shall be perpetually eligible for vesting.  In the event Executive is terminated without Cause as provided in Section 5(d) hereof or, in the event employment is terminated following a Change of Control as provided in Section 5(f) hereof, all restricted shares of Class A Common Stock shall become vested upon either such termination and the cash equivalent value shall be paid out pursuant to Section 6(d)(ix) or Section 6(e)(ix), whichever is applicable..

Automobile .  Executive shall be provided with a Company automobile in accordance with the Company’s policies and subject to the same terms and conditions as similarly situated executive employees of the Company, as determined in good faith by the Company.

Vacation .  Executive shall be entitled to vacation in accordance with the Company’s policies and subject to the same terms and conditions as similarly situated executive employees of the Company.  All earned and accrued but unused vacation shall be paid at termination for any reason.

Deductions .  All salary, bonuses, and compensation paid to Executive shall be less all applicable withholding taxes and lawful deductions. 

Termination .

Employment under this Agreement may, subject to Company’s obligations under Section 6 hereof, be terminated either by Executive or by the Board of Directors of the Company, as the case may be, under the following circumstances:

Death .  Executive’s employment hereunder shall terminate upon Executive’s death.

Disability .  The Executive’s employment hereunder shall terminate upon Executive becoming “Totally Disabled.”  For purposes of this Agreement, the Executive shall be “Totally Disabled” if he is physically or mentally incapacitated so as to render him incapable of performing the essential functions of the job and such incapacity cannot be reasonably accommodated by the Company without undue hardship.  The Executive’s receipt of Social Security Disability benefits or eligibility for Long Term Disability benefits shall be deemed conclusive evidence of Total Disability for purposes of this Agreement.

Cause .  The Company may terminate Executive’s employment hereunder at any time for Cause, immediately and without prior notice.  For purposes of this Agreement, the term “Cause” shall mean a reasonable and good faith determination by the Board of Directors of the Company that the Executive (i) has been convicted of,  or entered a nolo contendere plea as to,  a criminal act of fraud or moral turpitude  (but not including a misdemeanor)  (ii) is in material  breach  of Sections 7 and 8 of this Agreement; (iii) intentionally refuses (except by reason of incapacity due to physical or mental illness or disability by the Executive) to perform his duties as an employee of the Company; (iv) is in material breach of the provisions of the Company’s trade secrets agreement to which he is a party; (v) has engaged in theft or material misappropriation of assets of the Company, which allegations could be sustained in a court of law; or (vi) is in material breach of the Company’s Code of Conduct. 

Without Cause .The Company may terminate the Executive’s employment hereunder at any time without Cause by providing the Executive with written notice of termination at least two (2) weeks prior to the effective date of such termination or by paying the Executive two (2) weeks’ pay in lieu of notice.  Termination of Executive shall be deemed to have taken place at the expiration of such two (2) weeks. 

Voluntarily by Executive Prior to Expiration of Employment Term .  Executive may terminate his Employment hereunder at any time by providing the Company with written notice of termination at least thirty (30) days prior to the effective date of such termination.  At the Company’s option, the Company may provide Executive with pay in lieu of Executive working through the end of the notice period set forth in this Section 5(e).  Executive hereby agrees to provide and assist in an orderly transition of his responsibilities should he elect to exercise his rights under this provision.  

Change of Control .  If a Change of Control of the Company occurs, for the purposes of this Agreement, the Executive’s employment shall, at Executive’s election to be exercised within six (6) months following the Change of Control, be deemed to have been terminated without Cause in the same manner as provided in Section 5(d) hereof.  Executive may continue to perform under the terms of this Agreement at the pleasure of the successor company under the same terms and conditions of this Agreement, only upon Executive’s reaching mutual agreement with the successor Company. 

                        For purposes of this Agreement, “Change of Control” means the occurrence of any of the following:

the sale, lease, exchange or other transfer, in one or a series of related transactions, of all or substantially all of the Company’s and/or Chromalloy Gas Turbine Corporation’s (“CGTC”) assets to any person or group;

the sale or exchange of the capital stock of CGTC or merger of the Company or CGTC with any unaffiliated entity provided in the case of a merger, there shall be no "Change of Control" where the Alexander Shareholders (as defined below) own more than fifty percent (50%) of the voting power of the surviving entity after such merger;

the adoption of a plan by the stockholders of the Company relating to the liquidation or dissolution of the Company; or

except as provided below, the acquisition of beneficial ownership by any person or group, together with any affiliated persons thereof (collectively, the “Interested Stockholders”), of a direct or indirect interest in more than forty-nine percent (49%) of the voting power of the then outstanding capital stock of the Company entitled to vote generally in the election of the Board of Directors of the Company.

                        For purposes of Section 4(f)(iv) hereof, the terms “person” or “group” shall not be deemed to include Norman Alexander (“Alexander”), his spouse, any descendant of Alexander or the spouse of any such descendant, the estate of Alexander, or any trust or other similar arrangement for the benefit of Alexander or his spouse, any descendant of Alexander or the spouse of any such descendant or the estate of Alexander or any corporation  or other person controlled solely by one or more of Alexander or his spouse, any descendant of Alexander or the spouse of any such descendant or the estate of Alexander through the ownership of a majority of the outstanding voting capital stock of such corporation or other person (collectively, the “Alexander Stockholders”); and provided, further, that there shall not be a “Change of Control” pursuant to Section 4(f)(iv) so long as the Alexander Stockholders beneficially own a greater percentage of the voting power of the then outstanding capital stock of the Company than the Interested Stockholders.

Compensation Following Termination .

In the event that Executive’s employment hereunder is terminated for reasons  described in Section 5 hereof, Executive shall be entitled from the Company to and it shall be incumbent upon the Board of Directors of the Company to immediately cause the Company to fulfill only the following compensation and benefits from the Company:

Termination by Reason of Death .  In the event Executive’s employment is terminated by reason of Executive’s Death, pursuant to Section 5(a) hereof, the Company shall pay the following amounts to Executive’s beneficiary or estate:

Accrued but unpaid salary for services through and including the date of Executive's death as required under Section 4(a) hereof, and any salary accrued during any applicable short-term disability period.

(ii)      Any benefits to which Executive may be entitled pursuant to the plans, policies, and arrangements referred to in Section 4(b), Section 4(c), and/or Section 4(d) hereof as determined and paid in accordance with the terms of such plans, policies, and arrangements, in the event of death.

Termination by Reason of Disability .  In the event Executive’s employment is terminated by reason of Executive’s Disability, pursuant to Section 5(b) hereof, the Company shall pay the following amounts to Executive:

(i)       Any accrued but unpaid salary for services rendered through and including the date of termination as required under Section 4(a) hereof.

(ii)      Any benefits to which Executive may be entitled pursuant to the plans, policies, and arrangements referred to in Section 4(b), Section 4(c), and/or Section 4(d) hereof through and including the date of termination, as determined and paid in accordance with the terms of such plans, policies, and arrangements.

Termination by Reason of Cause .  In the event Executive’s employment is terminated by reason of Cause, pursuant to Section 5(c) hereof, the Company shall pay the following amounts to Executive:

(i)       Any accrued but unpaid salary for services rendered through and including the date of termination as required under Section 4(a) hereof.

(ii)      Any benefits to which Executive may be entitled pursuant to the plans, policies, and arrangements referred to in Section 4(b) hereof through and including the date of termination, as determined and paid in accordance with the terms of such plans, policies, and arrangements. 

Termination by the Company Without Cause .  In the event Executive’s employment is terminated by the Company without Cause pursuant to Section 5(d) hereof, the Company shall pay the following amounts to Executive:

Any accrued but unpaid salary for services rendered through and including the date of termination as required under Section 4(a) hereof plus an amount equal to the Executive’s then current base pay for the remainder of the Employment Term.

Any benefits to which Executive may be entitled pursuant to the plans, policies, and arrangements referred to in Section 4(b), Section 4(c), Section 4(d), and/or Section 4(f) hereof through and including the date of termination, as determined and paid in accordance with the terms of such plans, policies, and arrangements.

The sum of the last (5) five years’ total annual base pay pursuant to Section 4(a) hereof plus the last five (5) bonus payments paid to Executive pursuant to the Company’s Management Incentive Bonus Plan for Corporate Executive Officers pursuant to Section 4(c) hereof.  In no event will the amount to be paid pursuant to this Section 6(d)(iii) be less than the base pay in Section 4(a) hereof for the remainder of the Employment Term, plus the sum of five million dollars ($5,000,000).

            (iv)       If Executive elects to continue his current medical and dental family coverage under Company’s Medical and Dental Plans, the Executive shall apply for COBRA benefits, as afforded to all other employees and as required by state and federal law and in accordance with the terms of the Company’s Medical and Dental Plans.

            (v)        If Executive elects to maintain the “portable” portion of his current MetLife Optional Life insurance (or any applicable successor insurer) in accordance with the requirements of the plan and MetLife, Executive shall pay for all of the premiums for coverage during the period beginning on his last day of employment.  The basic life insurance coverage will terminate on the last day of employment and Executive may, at his expense, convert such policy in accordance with the requirements of the plan and MetLife.

            (vi)       Executive shall be entitled to purchase the Compa