Exhibit 10.16
AMENDMENT OF EMPLOYMENT
AGREEMENT
THIS AMENDMENT OF EMPLOYMENT AGREEMENT
(“Amendment”) is entered into by and between Handy
& Harman, a New York corporation (“Company”), and
Jeffrey A. Svoboda (“Executive”), effective as of
January 1, 2009.
Background
A. The
Company and the Executive previously entered into an Employment
Agreement, dated as of January 28, 2008
(“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. Subsection
2(c) 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 Company intends that the bonus will be paid between
January 1st and March 15th 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 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 the Company’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 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 the Company 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 President and Chief
Executive Officer of the Company 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 the
Company Group, or (ii) the Executive suffers a material diminution
of the duties or responsibilities commensurate with the position of
President and Chief Executive Officer of the Company, or (iii) the
Executive suffers a material 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 payments to include all missed
periodic payments, withou
